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Home My WebLink About; Carlsbad Unified School District; 2000-0128245; OtherRECORDED AT THE REQUEST- : FIRST AMERICAN TITLE SUBDIVISION MAPPING DEPT. WHEN RECORDED RETURN TO: CITY OF CARLSBAD 1200 CARLSBAD VILLAGE DRIVE CARLSBAD, CA. 92008 ATTN: KEITH BEVERLY ‘a/ 75-26 -6 3325 Klc : ~~~~-~1~8~45 . MAR 149 2000 II:36 API OFFICIAL RE:ECDRDS SCIN DIEGO COUNTY RECORDER’S OFFIGE GREGORY J. WTH, COUNTY RECORDER FEES: 0.00 liYl~liQlll~llliilll~iillllYll1IIIIIIIlllllNlilll 2000-0128245 AGREEMENT FOR SALE OF REAL PROPERTY h 3326 AGREEMENT FOR SALE OF REAL PROPERTY From the CARLSBAD UNIFIED SCHOOL DISTRICT To the CITY OF CARLSBAD 3327 Table of Contents Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..l ARTICLE I 1.1 1.2 1.3 1.4.1 1.4.2 1.4.3 1.5 SALE, PURCHASE PRICE, AND TITLE ............................. .2 15.1 1.6 1.7 ARTICLE II 2.1 SaleandLease-Back ............................................... . PurchasePrice .................................................... . Deposit of Purchase Price into Escrow ................................ .3 Preliminary and Supplemental Title Reports ............................ .3 Review of Title Documents .......................................... .3 Condition of Title ................................................. -4 Feasibility, Due Diligence, and Inspections ............................ -4 (a> General Inspections ......................................... .4 @> Environmental Inspections .................................... ,4 Consequences of Feasibility and Due Diligence Inspections ................ 5 Notice of Eminent Domain Proceedings ............................... .5 DamagetoProperty ................................................ . DISTRICT’S WARRANTIES AND REPRESENTATIONS ............... .6 Warranties and Representations ...................................... .6 (4 LegalProceedings ........................................... . (b) Liens and Encumbrances ..................................... .6 (9 Agreements ................................................ . 63 Defaults ................................................... . w Authority .................................................. . (0 Documents ................................................. . ARTICLE III CITY’S WARRANTIES AND REPRESENTATIONS ................... .7 3.1 Warranties and Representations ...................................... .7 60 Agreements ................................................ . (b) Authority .................................................. . ARTICLE IV ESCROW.. ...................................................... . 4.1 4.2 4.3 4.4 4.5 4.6 The Escrow and Escrow Holder ...................................... .8 Opening of Escrow and Recordation of Agreement ....................... 8 Acceptance by Escrow Holder ....................................... .8 CloseofEscrow ................................................. ..g Sale Agreement to Constitute Escrow Instructions ........................ 9 Supplemental Escrow Instructions .................................... ,9 i - 3328 Table of Contents (cont’d) -. Pape 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 City Deposit to Escrow ............................................ .9 District Deposit to Escrow .......................................... .9 Conditions Precedent to Close of Escrow .............................. .9 (4 Escrow and Agreement Not Terminated ......................... 10 (b) Deposit of Funds ........................................... 10 Cc) NoDefault ................................................ 10 (4 Truth of Warranties ......................................... 10 (e) Title Insurance ............................................. 10 (f) GroundLease..............................................lO TitlePolicy......................................................l 0 Recordation of Deed and Delivery of Funds ............................ 10 Taxes ........................................................ ..ll PaymentofCosts.. ............................................. ..ll 64 Title Insurance ............................................. 11 09 EscrowCosts ............................................ ..ll (c) TransferTax...............................................ll (4 Recording.................................................ll TimeisoftheEssence ........................................... ..ll Escrow Cancellation Charges ....................................... 12 ARTICLE V MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17 Entire Agreement ................................................. 12 Incorporation of Recitals and Exhibits ................................ 12 Execution of Other Documents; Compliance with Regulations ............. 12 Affidavit of Non-Foreign Status ..................................... 12 Attomeys’Fees ................................................ ..13 Representation by Independent Counsel ............................... 13 Notices.. ..................................................... ..13 BrokerageFees...................................................l 4 Assignment ................................................... ..14 Waiver ....................................................... ..14 Not for Benefit of Third Parties ...................................... 15 Governing Law and Venue ......................................... 15 SectionHeadings ............................................... ..15 Severability ................................................... ..15 Interpretation Guides .............................................. 15 Counterparts.. ................................................... 16 Date of Sale Agreement ............................................ 16 A 3329 - . Table of Contents (cont’d) EXHIBIT “A” LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT “B” MAP OF PROPERTY EXHIBIT “C” LIST OF ALL PERMANENT AND RELOCATABLE BUILDINGS AND OTHER AFFIXED IMPROVEMENT ON THE PROPERTY, EXCLUDE ANY LEASE RELOCATABLE STRUCTURES EXHIBIT “D” ACKNOWLEDGMENT OF ESCROW OFFICER EXHIBIT “E” GRANT DEED 3330 h Recording requested by, and when recorded deliver to: Carlsbad Unified School District Attention: Superintendent 801 Pine Avenue Carlsbad, CA 92008-2439 Exempt from recording fee pursuant to Government Code $6103. AGREEMENT FOR SALE OF REAL PROPERTY FROM THE CARLSBAD UNIFIED SCHOOL DISTRICT TO THE CITY OF CARLSBAD This Agreement for the Sale of Real Property (“Sale Agreement”) is made in Carlsbad, California, by and between the CARLSBAD UNIFIED SCHOOL DISTRICT (“District”), a school district organized and existing under the laws of the State of California, and the CITY OF CARLSBAD (“City”), a general law city located in the County of San Diego (“County”), State of California (“State”) and is effective upon the mutual execution of the parties. District and City may hereinafter be referred to individually as “Party” and collectively as “Parties.” RECITALS A. The District is the fee simple owner of certain real property totaling approximately seven and two-tenths (7.2) acres located within the City at 3333 Harding Street, at the southwest comer of Harding Street and Pine Avenue (“Property”), which currently serves as the site of the District’s Pine Elementary School (“Pine School”). The Property is more fully described and depicted in Exhibits “A” and “B” attached hereto. In addition to the Pine School, the Property serves as the site for the District’s Carlsbad Village Academy (“WA”), a continuation/ alternative education facility for high-school-aged students, and the District’s maintenance and operations facilities ((‘M&O Facilities”). BAW&G/57473v2 3042.56 9-15-99 Final B. The District is in the process of constructing a new elementary school, the Jefferson Elementary School (“Jefferson School”), within the attendance area containing the Pine School. The District anticipates that, after completion of the Jefferson School and transfer of the Pine School students to the Jefferson School, it will no longer need the Pine School facilities in order to provide adequate school, facilities for students in the area. The District desires to sell the Property so that the District may utilize the sale proceeds for payment of the cost of acquisition and construction of other school facilities for the District. In order to accomplish this sale and use of sale proceeds, the District intends to relocate the CVA and its M&O Facilities. C. City desires to purchase the Property from the District and to lease the Property to the District until such time as the District has transferred the Pine School students to the Jefferson School, relocated the CVA, and relocated the M&O Facilities, not to exceed the respective maximum term of the lease, as it pertains to each component. In consideration of the foregoing, the Parties agree as follows: ARTICLE I SALE, PURCHASE PRICE, AND TITLE Section 1.1 Sale and Lease-Back. Subject to all of the terms, covenants and conditions contained herein, the District agrees to sell the Property to the City, and the City agrees to buy the Property from the District. In consideration for entering into this Sale Agreement, the City and the District hereby agree to execute an additional agreement providing for the lease of the Property to the District on the terms and conditions heretofore negotiated, or as hereafter mutually agreed, by the City and District (“Lease”). Section 1.2 Purchase Price. The purchase price for the Property (“Purchase Price”) shall be three million, six hundred and sixty thousand dollars ($3,660,000) as established by the appraisal prepared by the Tagg Company dated April 30,1999. The Purchase Price shall include all permanent and relocatable buildings and other affixed improvements on the Property, but BAW&G/51413v2 3042.56 9-15-99 Final 2 - . 3332 - excludes all of the relocatable or portable structures, storage structures and other improvements /a.e&ea ++-J 5 which are identified in the phe& of the Property attached to this Agreement as Exhibit “C”. Section 1.3 Deposit of Purchase Price into Escrow. City shall, within the time period provided in this Sale Agreement, deposit funds equal to the Purchase Price into the escrow opened to facilitate the sale of the Property pursuant to Section 4.1 (“Escrow”). Nothing in this Sale Agreement shall be construed to relieve District or City of any obligation to deposit funds into Escrow for any other purpose contemplated by this Sale Agreement, including payment of Escrow costs. Section 1.4.1 Preliminary and Supplemental Title Reports. Escrow Holder (defined in Section 4.1) shall deliver to the City, within twenty (20) calendar days after the date of this Sale Agreement, copies of a preliminary title report (“PTR”) covering the Property issued by Escrow Holder in its capacity as title insurer (“Title Insurer”), together with complete and legible copies of all underlying documents referred to in the PTR that evidence exceptions to title (“Underlying Documents”), and a complete plotting report of all easements disclosed in the PTR (“Plotting Report”). If subsequently required, no later than thirty-five (35) days after the date of this Sale Agreement, Title Insurer shall deliver to the City any supplemental title report (“STR”) and any Underlying Documents referenced therein. Title Insurer shall provide to the District copies of the PTR, the STR, if any, and all Underlying Documents (collectively, “Title Documents”) provided to the City. Section 1.4.2 Review of Title Documents. The City shall have thirty (30) days from the date it finally receives complete copies of the Title Documents to notify the Escrow Holder and the District of any objections to title. The District shall have twenty (20) days in which to respond to any objections to title and/or the approval of the Title Documents by the City. In the event the City disapproves a matter disclosed in the Title Documents that the District declines to cure, within twenty (20) days, and that the City declines to waive, within twenty (20) days, this Sale Agreement shall terminate without further act of the City or the District, and either Party may cancel the Escrow by delivering written notice to the Escrow Holder and the other Party. BAW&Gl51473v2 3042.56 9-15-99 Final 3 ,- 3333 - Upon any such cancellation of Escrow, each Party shall pay one-half of the Escrow cancellation charges. Section 1.4.3 Condition of Title. All matters contained in the Title Documents that are approved by the City prior to Close of Escrow shall be deemed “Permitted Exceptions.” The District shall convey to the City the fee simple title to the Property, which shall be, except for the Permitted Exceptions, free and clear of all mortgages, liens, charges, encumbrances, encroachments, easements, conditions, exceptions, assessments, taxes, or other defects of record in the title. After Close of Escrow, the City shall hold fee simple title to the Property. Section 1.5 Feasibility, Due Diligence, and Inspections. The City shall have sixty (60) days from the date of this Sale Agreement to complete its due diligence inspection(s) (“Due Diligence Period”). During the Due Diligence Period, upon reasonable notice to the District, the District shall permit the City and its consultants, agents, contractors, and employees to enter upon the Property during regular business hours or at other times as reasonably necessary to make inspections of the Property. The City may conduct any such tests or inspections as the City may elect or deem necessary including, but not limited to, the following: (a) General Inspections. The City may review the feasibility of using the Property and all factors relevant thereto, and may conduct any and all inspections, reviews, examinations, and tests of the Property as may be relevant to such use of the Property. Any such inspections, reviews, examinations or tests shall not unreasonably interfere with the District’s continued use of the Property for the Pine School, the CVA, and the M&O Facilities. (b) Environmental Inspections. During the Due Diligence Period, the City may conduct whatever environmental tests on the Property City deems necessary. Should the City learn or be advised of a serious or substantial adverse condition existing on the Property, the City shall promptly notify the District of that condition. In the event the City’s investigation(s) reveal the presence of hazardous materials on the Property that would unreasonably and substantially interfere with City’s intended use of the Property or violate any environmental law BAW&Gl51473v2 3042.56 9-15-99 Final 4 3334 ,-. or are remediated or removed (with the exception of the presence of asbestos in any building or structure on the Property), the City shall advise District if it intends to complete the purchase of the Property. If the City does not desire to complete the purchase of the Property, the City may terminate this Sale Agreement and cancel the Escrow, and City shall pay all Escrow cancellation costs. Section 1.51 Consequences of Feasibility and Due Diligence Inspections. If the City does not approve, in writing, the physical or environmental condition of the Property prior to the end of the Due Diligence Period, the City shall be deemed to have disapproved the physical and environmental condition of the Property. The City shall notify the District in writing if, pursuant to Section 1.5, the City disapproves the physical or environmental condition of the Property during the Due Diligence Period and the basis for such disapproval. In such event, District may either: (i) terminate this Sale Agreement by delivering written notice to the City within fifteen (15) calendar days after receipt of notice of disapproval; or (ii) give written notice to the City within fifteen (15) calendar days that the District intends to remove or abate the condition (“Abatement Option”). If the District elects to exercise its Abatement Option under this Sale Agreement, the District shall do so at its own cost and expense prior to transfer of possession of the Property to City, which shall occur at the expiration or termination of the Lease referenced in Section 1.1. Section 1.6 Notice of Eminent Domain Proceedings. The City and the District shall notify the other, in writing, if at any time before Close of Escrow: (i) any public agency threatens to condemn all or any portion of the Property or any interest therein; (ii) any public agency commences legal proceedings under the power of eminent domain to condemn all or a portion of the Property or any interest therein; or (iii) any public agency files any notice of intended condemnation or proceedings in the nature of eminent domain to acquire all or a portion of the Property or any interest therein. In the event of such notice of possible condemnation, City may elect to terminate this Sale Agreement and cancel the Escrow. BAW&Gl57473v2 3042.56 9-15-99 Final 5 - 3335 - Section 1.7 Damage to Property. In the event the Property is materially damaged or destroyed prior to the Close of Escrow, City may elect to terminate the Sale Agreement and cancel the Escrow. ARTICLE II DISTRICT’S WARRANTIES AND REPRESENTATIONS Section 2.1 Warranties and Representations. In addition to any other warranties and representations made by the District pursuant to this Sale Agreement, the District warrants and represents that the following facts are true and correct as of the date the District executes this Sale Agreement, and the truth and accuracy of such warranties and representations shall constitute a condition to Close of Escrow. (a) Legal Proceedings. To the best of District’s knowledge, the District is not a party to or in any actions, suits, material claims, legal proceedings, or any other proceedings pending or threatened before any court or governmental agency that could have a material, adverse effect on City’s purchase, ownership, or intended use of the Property. (4 Liens and Encumbrances. To the best of District’s knowledge, there are no liens or encumbrances on, or claims to, or covenants, conditions and restrictions, leases, easements, or rights-of-way affecting, the Property, except as indicated in the Title Documents or disclosed in writing to the City and approved by the City. (4 Agreements. Neither this Sale Agreement, nor any action required hereunder, violates or shall violate any contract, agreement, or instrument to which the District is a party or that affects the Property or any portion thereof. (4 Defaults. Neither the District, nor, to the best of District’s knowledge, any other party, is in default with respect to any obligations or liabilities pertaining to the Property, nor is there any existing state of facts or circumstances, or any condition or event, that would constitute or result in any such default upon the giving of notice or the passage of time or BAW&G/57413v2 3042.56 9-15-99 Final 6 3336 - both. The District has not received written notice or in any other manner learned of any default or impending default by the District or any other party of any obligations or agreements that could have a material and adverse effect upon the City’s ownership or use of the Property. (4 Authority. The District has the full right and authority to enter into this Sale Agreement and consummate the transactions contemplated herein, and each person signing this Sale Agreement on behalf of the District is authorized to do so. No other person or entity is required to consent to, acknowledge, or execute this Sale Agreement in order to validate its execution by the District or to permit the consummation of the transactions contemplated herein. u3 Documents. The District shall provide City with any reports related to the condition of the Property in District’s possession prior to Close of Escrow. ARTICLE III CITY’S WARRANTIES AND REPRESENTATIONS Section 3.1 Warran ties and Representations. In addition to any other warranties and representations made by the City pursuant to this Sale Agreement, the City warrants and represents that the following facts are true and correct as of the date the City executes this Sale Agreement, and the truth and accuracy of such warranties and representations shall constitute a condition to Close of Escrow. (a) Agreements. Neither this Sale Agreement, nor any action required hereunder, violates or shall violate any contract, agreement or instrument to which the City is a Party* (W Authority. The City has the full right and authority to enter into this Sale Agreement and consummate the transactions contemplated herein, and each person signing this Sale Agreement on behalf of the City is authorized to do so. No other person or entity is required to consent to, acknowledge, or execute this Sale Agreement in order to validate its execution by the City or to permit the consummation of the transactions contemplated herein. BAWLkGt57473vZ 3042.56 9-15-99 Final 7 3333 - ARTICLE IV ESCROW Section 4.1 The Escrow and Escrow Holder. The District shall open an escrow to facilitate the transactions contemplated by this Sale Agreement (“Escrow”) with First American Title Insurance Company (“Escrow Holder”), at the address specified in Section 5.7. Section 4.2 Opening of Escrow and Recordation of Agreement. Within five (5) business days after execution of three (3) fully executed originals or counterpart originals of this Sale Agreement by the District and the City, the District shall deposit one executed copy of the Sale Agreement into Escrow and forward one executed copy of the Sale Agreement to the City. Escrow shall be deemed to be open as of the date the Escrow Holder receives the Escrow copy of this Sale Agreement (“Opening of Escrow”). The Escrow shall be administered under the escrow number assigned by the Escrow Holder for such purpose. The Escrow Holder shall notify the Parties and their respective legal counsel of the date for Opening of Escrow. The Escrow Holder shall, as soon thereafter as practical, cause the Escrow copy of the Sale Agreement to be recorded and conformed copies thereof to be delivered to District and City. Section 4.3 Acceptance by Escrow Holder. Upon receipt of the Escrow copy of the Sale Agreement, the Escrow Holder shall execute the Acknowledgment of Escrow attached hereto as Exhibit ‘D,” by which the Escrow Holder shall acknowledge acceptance of the Escrow and identify the date of the Opening of Escrow. The Escrow Holder shall immediately thereafter, by facsimile transmission, deliver copies of the Acknowledgment of Escrow to the City, the District, and their respective legal counsel. Section 4.4 Close of Escrow. As used herein, “Close of Escrow” shall mean the time of the conveyance of fee title to the Property from the District to the City as contemplated by this Sale Agreement and evidenced by the recording of a grant deed substantially in the form of Exhibit “E” attached hereto. Close of Escrow shall occur no later than twenty (20) days after the expiration of the Due Diligence Period (unless a later Close of Escrow is agreed to in writing by BAW&Gl57473v2 3042.56 9-15-99 Final 8 h. 3338 the Parties prior to such date) provided that each condition precedent to Close of Escrow referred to in this Article has been satisfied or waived by the Party benefitting from the condition. Section 4.5 Sale Agreement to Constitute Escrow Instructions. This Sale Agreement shall constitute escrow instructions to Escrow Holder. Section 4.6 Supplemental Escrow Instructions. The standard escrow instructions of Escrow Holder, as approved by the District and the City, and to the extent not inconsistent with the provisions of this Sale Agreement, shall constitute additional escrow instructions to the Escrow Holder. In addition, within thirty (30) days after the Opening of Escrow, the District and the City may deposit supplemental, mutually-acceptable escrow instructions into Escrow. Section 4.7 City Deposit to Escrow. In addition to satisfying all other of its obligations specified in this Sale Agreement, on or before one (1) business day prior to Close of Escrow, the City shall have deposited into Escrow: (i) funds equal to the Purchase Price; (ii) all other sums and documents reasonably required of the City by the Escrow Holder to effect Close of Escrow. Section 4.8 District Deposit to Escrow. In addition to satisfying all other of its obligations specified in this Sale Agreement, on or before one (1) business day prior to Close of Escrow, the District shall deposit into Escrow: (i) a grant deed to the Property, substantially in the form of Exhibit E, properly executed and in recordable form (“Grant Deed”); and (ii) all other sums and documents reasonably required of the District by the Escrow Holder to effect Close of Escrow. Section 4.9 Conditions Precedent to Close of Escrow. The District’s obligation to convey the Property to the City, and the City’s obligation to purchase the Property from the District, are subject to the satisfaction (or written waiver by the benefitting Party) of the following conditions precedent: BAW&G/5?413v2 3042.56 9-15-99 Final 9 3339 (a) Escrow and Agreement Not Terminated. Escrow has not been canceled and/or the Sale Agreement has not been terminated pursuant to Sections 1.4.2 or 1.5.1; 04 Deposit of Funds. The City and the District have deposited with the Escrow Holder all funds and documents required to be deposited pursuant to Sections 4.7 and 4.8, respectively; (4 No Default. The District and the City shall not be in default of any of their material obligations under this Sale Agreement; (4 Truth of Warranties. The warranties and representations of the District and the City under Articles II and III, respectively, shall be true and correct, which the Escrow Holder shall presume unless it receives written notice from a Party that it believes a warranty or representation of the other Party is untrue and incorrect; and (4 Title Insurance. Title Insurer is prepared to issue the policy of title insurance described in Section 4.10. 0 Ground Lease. The City and the District have executed the Ground Lease relating to the Property. Section 4.10 Title Policy. The Escrow Holder is hereby instructed to deliver to the City through Escrow such owner’s policy of title insurance including endorsements, as the City may request, insuring the City as fee simple owner of the Property, subject only to the usual printed title company exceptions and the Permitted Exceptions, in an amount equal to the Purchase Price, issued by the Title Insurer and dated as of Close of Escrow. Section 4.11 Recordation of Deed and Delivery of Funds. Upon receipt of the funds and instruments described in this Article, and upon the satisfaction or waiver of the conditions precedent to Close of Escrow referred to in this Article, the Escrow Holder shall cause the Grant BAW&Gl57473v2 3042.56 9-15-99 Final 10 334c Deed to be recorded in the office of the County Recorder. Upon Close of Escrow, the Escrow Holder shall provide conformed copies of the Grant Deed to the City and the District, Section 4.12 Taxes. The Property is currently exempt from all property taxes, and the Parties anticipate that the Property shall be exempt from property taxes after transfer to the City. The Escrow Holder shall prorate any and all special taxes, assessments, and improvement fees, charges or assessments levied or imposed on or against the Property, if any, to the Close of Escrow date. Section 4.13 Payment of Costs. The costs associated with this transaction shall be paid as follows: (4 TitZe Insurance. The District shall pay an amount equal to the cost of obtaining a standard form California Land Title Association (“CLTA”) title insurance policy in the amount of the Purchase Price. Any costs or charges for title insurance in excess of a standard CLTA policy shall be paid by City. (W Escrow Costs. The City and the District shall share equally in all costs of Escrow, including the Escrow Holder’s fee; (4 Transfer Tax. The District shall pay the documentary transfer tax associated with this transaction, if any; and (4 Recording. The City shall pay the cost of recording the Grant Deed, if Section 4.14 Time is of the Essence. Time is of the essence with respect to this Sale Agreement. Neither the District nor the City shall unreasonably take any action, or unreasonably fail to take any action, that impedes or delays the Close of Escrow. BAW&G/57473v2 3042.56 9-15-99 Final 11 - 3341 - Section 4.I5 Escrow Cancellation Charges. Notwithstanding anything in this Sale Agreement to the contrary, in the event that Close of Escrow fails to occur as a result of default of either Party, the defaulting Party shall be liable for all Escrow cancellation charges. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Entire Agreement. Neither Party to this Sale Agreement has made any representations, statements, warranties, or agreements, other than those expressed herein (including those made with respect to the Lease), to induce the other Party to enter into this Sale Agreement. Except as expressly provided herein, this Sale Agreement fully and completely expresses the entire agreement between the Parties hereto with respect to the subject matter hereof. Except as expressly set forth herein or in the instruments or other documents delivered or to be delivered hereunder, there are no writings, conversations, representations, warranties, or agreements that the Parties intend to be a part hereof, and this Sale Agreement represents the entire agreement between the Parties hereto and supersedes any and all previous written or oral agreements or discussions between the Parties and any other person or legal entity concerning the transactions contemplated herein. Section 5.2 Incorporation of Recitals and Exhibits. All Recitals and all Exhibits attached hereto and referred to herein are incorporated into and are an operative part of this Sale Agreement. Section 5.3 Execution of Other Documents; Compliance with Regulations. The Parties hereto will do all such other reasonable things and will execute all documents which are reasonably necessary for Close of Escrow to occur. The Parties shall, at their own expense, comply with all applicable laws and governmental regulations required for Close of Escrow to occur, including, but not limited to, any required tilings with governmental authorities. Section 5.4 Affidavit of Non-Foreign Status. The District shall execute and deliver to the Escrow Holder prior to Close of Escrow an Affidavit of Non-Foreign Status, in a form BAW&Gl57413v2 3042.56 9-15-99 Final 12 - 3342 - reasonably acceptable to Escrow Holder, as satisfactory evidence that District is not a foreign entity. Section 5.5 Attorneys’ Fees. In any action between the District and the City seeking enforcement or interpretation of any provision of this Sale Agreement or in connection with the purchase of the Property, the prevailing Party shall be awarded its reasonable costs and expenses, including, but not limited to, reasonable attorneys’ fees, disbursements, and court costs, in addition to any damages, injunctive, or other relief awarded. Section 5.6 Representation by Independent Counsel. The District and the City acknowledge that they have been represented by independent legal counsel of their own choice throughout all negotiations preceding the execution of this Sale Agreement, and that they have executed this Sale Agreement upon the advice of their own legal counsel. Section 5.7 Notices. All notices, requests, demands and other communications given or required to be given under this Sale Agreement shall be in writing, duly addressed to the receiving Party or Parties as indicated in this Section. Any such notice sent by registered or certified mail, return receipt requested, shall be deemed to have been duly given and received at 5:00 P.M. two (2) business days after it is so addressed and mailed with postage prepaid. Notice sent by any other manner, including facsimile transmission, shall be effective only upon actual receipt thereof. Any Party specified in this Section may change its address for purposes of this Sale Agreement by giving notice to the other Party and to Escrow Holder in the manner provided in this Section. To District: With a conv to District’s legal counsel: Carlsbad Unified School District Attention: Superintendent 801 Pine Avenue Carlsbad, CA 92008 Fax: (760) 729-8134 Bowie, Arneson, Wiles & Giannone Attention: Wendy H. Wiles 4920 Campus Drive Newport Beach, CA 92660 Fax: (949) 851-1300 BAW&G/57473v2 3042.56 9-15-99 Final 13 3343 To Citv: With a CODV to Citv’s legal counsel: City of Carlsbad Community Services Department Attention: Keith Beverly 1200 Carlsbad Village Drive Carlsbad, CA 92008- 1989 Fax: (760) 434-7185 City Attorney Attention: Ronald R. Ball City Attorney 1200 Carlsbad Village Drive Carlsbad, CA 92008-1989 Fax: (760) 434-8367 Kane, Ballmer & Be&man Attention: Glenn F. Wasserman 5 15 South Figueroa Street, Suite 1850 Los Angeles, CA 90071 Fax: (213) 625-093 1 To Escrow Holder: First American Title Insurance Company Attention: 411 Ivy Street San Diego, CA 92101 Fax: (619) 238-5705 Section 5.8 Brokerage Fees. The Parties acknowledge that neither Party has retained the services of a real estate company or broker for any purpose related to this Sale Agreement. However, any and all commissions, finder’s fees or other compensation with respect to this conveyance that may be due and owing to any person or entity shall be the responsibility of the Party that retained those services. Section 5.9 Assignment. This Sale Agreement shall be binding upon the District and the City, and their respective heirs, successors or representatives or assigns. Section 5.10 Waiver. The failure of either Party at any time to require a performance by the other Party of any provision or requirement of this Sale Agreement shall not affect in any way the full right to require such performance at any time thereafter. The waiver of any breach of any provision of this Sale Agreement by the District or the City shall not be deemed to be a BAW&G/51473v2 3042.56 9-15-99 Final 14 3344 waiver of any preceding or subsequent breach of the same or any other provision of this Sale Agreement. Section 5.11 Not for Benefit of Third Parties. This Sale Agreement and every provision hereof are for the exclusive benefit of the Parties to this Sale Agreement and not for the benefit of any third Party. Section 5.12 Governing Law and Venue. This Sale Agreement shall be construed in accordance with California law. Any litigation, arbitration, mediation, or other proceeding taken to enforce or interpret this Sales Agreement, or for resolution of any dispute related hereto, shall be initiated and conducted only in the County of San Diego. Section 5.13 Section Headings. The Article, Section, and Subsection headings contained in this Sale Agreement are for purposes of reference only and shall not be construed to define or limit the meaning of the provisions of this Sale Agreement. Unless specified otherwise, all references in this Sale Agreement to the words “Article,” “Section,” and “Subsection,” whether in the singular or plural sense, are references to those contained within this Sale Agreement. Section 5.14 Severability. If any Article, Section, Subsection, paragraph, sentence, clause or phrase contained in this Sale Agreement, for any reason, becomes illegal, null, void or contrary to public policy, or is held by a court of competent jurisdiction to be illegal, null, void or contrary to public policy, the remaining Articles, Sections, Subsections, paragraphs, sentences, clauses or phrases contained in this Sale Agreement shall not be affected thereby. In such an event, this Sale Agreement shall remain in full force and effect with respect to the remaining Articles, Sections, Subsections, paragraphs, sentences, clauses or phrases, and shall be interpreted in accordance with the Parties’ intent in entering into this Sale Agreement. Section 5.15 Interpretation Guides. In interpreting this Sale Agreement, it shall be deemed to have been prepared by the Parties jointly and no ambiguity shall be resolved against BAW&Gl57473v2 3042.56 9-15-99 Final 15 3345’ - either Party on the premise that the Party or its attorneys was responsible for drafting this Sale Agreement or any provision hereof. Section 5.16 Counterparts. This Sale Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 5.17 Date of Sale Agreement. The date entered on page one (1) shall for all purposes be deemed the date of this Sale Agreement. In witness of the foregoing, the undersigned execute this Sale Agreement on behalf of the Party whom they represent. The Carlsbad Unified School District By: President of the Board of Trustees Mayor Attest: Attest: By: By: ---- Clerk of the Board of Trustees Clerk of the City Council Note: Please Notarize Signatures of All Parties Approved as to Form By: Approved as to Form By: Bowie, Ameson, Wiles & Giannone Kane, Ballmer & Be&man By: By: Glenn F. Wasserman, Legal Counsel the Carlsbad Unified School District for the City of Carlsbad BAW&G157413v2 3042.56 9-15-99 Final 16 3346 either Party on the premise that the Party or its attorneys was responsible for drafting this Sale Agreement or any provision hereof. Section 5.16 Counterparts. This Sale Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 5.17 Date ofSale Agreement. The date entered on page one (1) shall for all purposes be deemed the date of this Sale Agreement. In witness ofthefiregoing, the undersigned execute this Sale Agreement on behalf of the Party whom they represent. The Carlsbpd Unified School District By: J WV Steve Cade President of the Board of Trustees Attest: By: Clerk of the Board of Trustees Clerk of the City Council Mayor Attest: By: Note: Please Notarize Signatures of All Parties Approved as to Form By: Approved as to Form By: Bowie, Arneson, Wiles & Giannone the Carlsbad Unified School District Kane, Ba&ner & Be&man By: /I/&- F. Wasserman, Legal Counsel City of Carlsbad BAW&G/57473v2 3042.56 9-15-99 Final 16 PLEASE SIGN & Rl3lJRr~ -. 3317 STATE OF CALIFORNIA COUNTY OF SAN DIEGO > > ss. ) /4 99 , before me k$ m 1 (insert name and title of the o L. Ej%m-Eti~nIz on the basis of satisfactory evidence) to be the person&) onally known to whose name P is/are subscribed to the within instrument and acknowledged to me thatheJshe/&hq execute the same in-hi&ter/their authorized capaciw, and that by h-+her/&eksignatur~ on the instrument the person&J, or the entity upon behalf of which the personHacted, executed the instrument. WITNESS my hand and official seal. Li+GepL (Seal) LORRAINE M. WOOD % Commisiw # 1225172 3348 STATE OF CALIFORNIA ) 1 ss. COUNTY OF SAN DIEGO ) , On &$064?~ /“?/ 1999 , before me, &b -w, l l5id4Lv title of the officer), appeared’ personally (I!,h?&d& I?. L&!U/,,_5 (or proved to me on the basis of satisfactory evidence) to be the person P whose name /@f is/are subscribed to the within instrument and acknowledged to me that he,#&tbey executed the same in hi&&he+r authorized capacity&+), and that by him signature(@n the instrument the personC63(: or the entity upon behalf of which the personj&acted, executed the instrument. WITNESS my hand and official seal. LORRAINE M. WCK$ ) Nov-30-99 lOt07A P-02 1 STATE OF CALI!=ORN!A )SS. COUNTY OF .I On&&d /a, 1999 9 / I personally appeared #%-V-G &&J , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)M subscribed to the within instrument and acknowledged to me that bMb@hey executed the same in bk&w/their authorized capacity(ies), and that by kisfherltheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature WA. f2L-&@ Title of Document &dcec2bJW Date of Document &44 cf / 499 No. of Pages G? Other signatures not acknowledged (2!.dL&@d&~ ..~__ . ..- . 3ooa (l/w] (Csnerar) hD1 Ammo Tide InSlJrima hmpi~tiy _- . . . 5 T A MC E R 1 - 3350 c STATE OF CALIFORNIA /ss. COUNTYOF LOS ANGELES 1 On November 30, 1999 ,beforeme, Josephine Dawson-Perrinl Notary Publjc personally appeared Glenn Wasserman personally known to me @p-me onthe basiswfsatisfactory evidence) to be the person(s) whose name(s) isfare subscribed to the within instrument and acknowledged to me that he/s+&theyexecuted the same in his/hem& authorized capacity@+, and that by his/htMheir signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (J!&UdLb--?& JCXEPHINE DAwx)N-pERRM Comm&sion# 1169159 Nototy Public - catii LosAngekscounty - WComm.!ZwiresJanil,2002 (nlisemfordliciamterialseal) AGREEMENT FOR SALE OF REAL PROPERTY From The Title of Document CARLSBAD UNIFIED SCHOOL DISTRICT To The CITY OF CARLSB Date of Document No. of Pages Other signatures not acknowledged D 3008 (l/94) (General) First American Title insurance Company 3351 ORDER NO. 1217536-6 EXHIBIT “A” LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRTBED AS FOLLOWS: LOTS 17 THROUGH 32, INCLUSIVE, IN BLOCK 45; LOTS 17 THROUGH 32, INCLUSIVE, IN BLOCK 46; LOTS 1 THROUGH 32, INCLUSIVE, IN BLOCK 59; AND LOTS 1 THROUGH 32, INCLUSIVE, IN BLOCK 60, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 775, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 15,1894. TOGETHER WITH THOSE PORTIONS OF WALNUT STREET, FOURTH AVENUE AND ALLEY AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION OF THE BOARD OF SUPERVISORS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 3,194O IN BOOK 1073, PAGE 220 OF OFFICIAL RECORDS. ALSO TOGETHER WITH THAT PORTION OF FOURTH STREET AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION OF THE BOARD OF SUPERVISORS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 11,1928 IN BOOK 1448, PAGE 437 OF DEEDS. ALSO, TOGETHER WITH THAT PORTION OF CHESN-UT AVENUE AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 265, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 24, 1957 IN BOOK 6633, PAGE 230 OF OFFICIAL RECORDS. ALSO TOGETHER WITH ALL OF THE ALLEY IN SAID BLOCK 59 AS VACATED AND CLOSED TO PUBLIC USE BY RESOLUTION NO. 88-198, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 30, 1988 AS FILE NO. 88-318512 OF OFFICIAL RECORDS. EXCEPTING THEREFROM: THAT PORTION OF RECORD OF SURVEY MAP NO. 11840, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 6, 1988 AS FILE NO. 88-569715 OF OFFICIAL RECORDS, SHOWN AS “AREAS =3.31 A.C.” ON SAID RECORD OF SURVEY MAP, MORE SPECIFICALLY DESCRIBED AS FOLLOWS: 3/9lOO 2127 PM EB 3352 ORDER NO. 1217536-6 BEGINNING AT THE NORTHERLY CORNER OF LOT 17, BLOCK 59 OF MAP OF CARLSBAD HIGHLANDS IN THE TOWN OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1661 FILED IN THE OFFICE OF THE RECORDER OF SAID COUNTY ON MARCH 1, 1915; THENCE PROCEEDING SOUTH 34’33’ EAST ALONG THE EASTERLY LINE OF SAID BLOCK 59, A DISTANCE OF 129.7 FEET; THENCE SOUTH 55’27’35” WEST A DISTANCE OF 169.2 FEET; THENCE SOUTH 34’33’ EAST A DISTANCE OF 100.9 FEET; THENCE SOUTH 55”27’35” WEST A DISTANCE OF 201.8 FEET; THENCE SOUTH 34’33’ EAST A DISTANCE OF 116.8 FEET; THENCE SOUTH 55’27’35” WEST A DISTANCE OF 7.8 FEET; THENCE SOUTH 34’33’ A DISTANCE OF 169.2 FEET; THENCE SOUTH 55’27’35” WEST A DISTANCE OF 141.1 FEET TO THE WESTERLY LINE OF LOT 18 IN BLOCK 45, OF SAID MAP 1661; THENCE NORTH 34’33’ WEST ALONG SAID WESTERLY LINE A DISTANCE OF 516.6 FEET TO THE WESTERLY CORNER OF LOT 17, OF BLOCK 46 OF SAID MAP 1661; THENCE NORTH 55’27’35” EAST ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF PINE DRIVE AS SHOWN ON SAID MAP 1661 A DISTANCE OF 519.93 FEET TO THE POINT OF BEGINNING. PW/EB 6-7-99 319100 2127 PM EB i I I I I I I .I I I I I I I I . _ 0 PINE ‘. AVE; B ‘I I- I t I I- 1 I . . . . . . .- ..,. . 1 I-’ I1 ’ - Fe 11 . 4 -w .*-- \n FY - ‘Gd’ - \.I?5 1 CLSD. sj-. V&D I /Tl \ ti -4 .----.- --_ J ’ /CO I I --1 * 1.q KLJ lALNU1 8 AVE. I ‘I ’ ‘I 1 I P : I .’ 1 I I1 I I InI -“I :. . *.....* I I * - g -’ I 8-F g -I’ 1 gfra$ W al : ‘F I k o”L”-l x 3 I0 r.5 $’ ‘A cn I I :$ 0 ‘d - -1 I - 2 I I 7 $'I I - . 1. -, yi I IX I.. -i - ;.iz 1 .- Ita r -*- a 2% - - 8 CHESTNUT -- - - . I ta ---- AVE. Exhibit B 5 /- CarLad Unified School Dist-xct EXISTING 1A PROJECT No. SCHOOL: Pine Elementarv GRADES: 3 & 6 3354 \DDRESS: 3333 Harding ‘Street SCALE: 1”=200 GROSS ACRAGE: 10.56 KEY PLAN BREAKDOWN: FIXED BLOCS1 BLDG(S) DESCRIPTION 1 ADMINISTRATION OFFICES 2 CLASSROOMS 3 CLASSROOMS FS KITCHEN SC SHADE COVER PATIO 0.S.A FIXED BLDGS BLDGtSl t APPROVAL NO. 1 DATE I 1 7051 06/22/49 2 5765 07/09/48 3 19662 03/23/60 FS 39041 02/04/76 SC 63865 09/l 4/95 KEY PLAN BREAKDOWN: RELOCATABLES BLDG(S) DESCRIPTION * 2 - SHADE STRUCTURES - (SHADE) *4- 8’x40’ STORAGE CONTAINERS (SC) *2- 8’x20’ STORAGE CONTAINERS (SC) * 1 - RELOCATABLE (RELO) * 1 - TRAILER * ALL RELOCATABLE CLASSROOMS (RC) 1: HARDING STREET CARLSBAD CITY PROPERTY I * I I- LA o * SCHOOL* PALMA MAINTENANCE * * ALLEY ALLEY 1 I I--L WALNUT AVENUE KEY PLAN JEFFERSON ST. NORTH ABOVE IS IN COMPLIANCE WITH SHEET 1 OF 15 Exhibit ARTICLE 2022 SUB CHAPTER 8 TITLE 5 - CALIF ADMINISTRATION CODE. DATE: 01/31/91 REVISED: 0 1 /I l/2000 BY KEN W. ARCHITECT: CADCO Design Grp., Inc. CAD ID: PINE.dwg DIVISION OF SCHOOL PLANNING - CALIFORNIA DEPARTMENT OF EDUCATION ,- 3355 Carlsbad Uni.fied School LGrict PROJECT No. SCHOOL: Pine Elementary GRADES: 3 & 6 ADDRESS: 3333 Harding Street EXISTING 1 ,A SCALE: 1”=70’ l = DID0 FLUID FIRE PiAt HARDING STREET ,7REMOVE RELOCqTABLE CLASSROOMSq I I I I I I 12 13 14 15 16 17 18 19 2C 21 22 23 ,I--------- II ALLEY ALLEY . JEFFERSON Sl SHEET 3 Exhibit C DATE: 01/28/91 REVISED: 1 l/l 2/98 BY cEi\! ;,V. ARCHITECT: CADCO Design 8%-z.. II CAD ID: PINE-F.dwg GIVISION OF SCHOOL PLANNING - CALIFORNIA DEPARTMENT OF EDUCATION L Carlsbad Unified School District EXISTING 1A PROJECT No. SCHOOL: Pine-Facilities,M&O ADDRESS: 800 Chestnut Street Maintenance & Operations SCALE: 1”=70’ KEY PLAN FIXED BUILDING I BLDG(S) DESCRIPTION DIMENSIONS SQ. FT A CARPENTER SHOP 24’-0” x 40’-0” + 9’-0” x 17’-0” 11 13 B OFFICE 9’-0” x 10.-o” 90 C SIGNAl SHOP 9’-0” x 13’-0” 117 0 1 LOUNGE RESTROOMS 1 24’-0” X 40’-0” 1960 F ’ GROUNDS GARAGE ’ 2Q’ -a” x 38’ 0” ’ 1560 I . -.-.-_---..---.- ..- . . . ..-.. --.- _..__. F MAINTS GARAGE 20.-o” x 68’-0” 1360 G KEY SHOP 17’-0” x 20*-o” 340 I RELOCAJABLES I BLDG(S) DESCRIPTION DIMENSIONS SQ. FT H MAINTS OFFICES 30.-O” X 32.-O” 960 I PRINT SHOP 30’-0” X 32’-0” 960 KEY PLAN BREAKDOWN: FIXED BLDGS BLDG(S) DESCRIPTION A CARPENTER SHOP I R 1 OFFICE I C SIGNAL SHOP 0 LOUNGE RESTROOMS t E 1 GROUNDS GARAGE F MAINJS GARAGE G KEY SHOP 1 BLDG. TOTAL I7460 1 1 KEY PLAN BREAKDOWN: RELOCATABLES 1 BLDG(S) DESCRIPTION H MAINTS OFFICES I PRINT SHOP E% e :: = 0 J G Lo - -2 X -0 N REMbVE (SC) REM&E (SC) = 0 I% LL ro - -ii? X -ii G t Sky 17’x SHEET 1 Exhibit C DATE: 10/l l/99 BY KEN W. REVISED: OO/OO/OO ARCHITECT: CADCO Design Grp., CAD ID: PINE-M&O.dwg DIVISION OF SCHOOL PLANNING - CALIFORNIA DEPARTMENT OF EDUCATION Inc. . X7(’ -1-T ‘,Jn >UCb I I 3c;+ooL: CARL?BAD ‘/ILLAGE ACADEMY -GRADES: 8 - 12 ADDRESS: 738 Chestnut Avenue Ca -‘:bad Unified SchooL Dis-ict SCALE: 1” = 60' GROSS ACRAGE: .6a I KEY PLAN BREAKDOWN: RELOCATABLES BLDG DESCRIPTION I CLASSROOM (l/Z. 24 X 40 TRAILER) I II 1 CONSTRUCTION OFFICE (l/2. 24 X 40 TRAILER> t III CLASSROOM (2, 30 X 32 RELOCATABLES) IV CLASSROOM (1, 30 X 32 RELOCATABLE) v CLASSROOM (2, 30 X 32 RELOCATABLES) v ADMINISTRATION OFFICE (1, 30 X 32 RELOCATABLE) VI CLASSROOM (1, 24 X 40 RELOCATABLE) DSA II El I)- REMOVE TRAILER CHESTNUT AVENUE I I -+ NORTH JEFFERSON STREET KN PLAN Exhibit C ABOVE IS IN COMPLIANCE WITH SHEG 1 OF 7 ARTICLE 2022 SUB CHAPTER 8 DATE: 03/ 17/93 TITLE 5 - CALIF ADMINISTRATION CODE. REVISED: 1 l/l 2/98 BY KEN W: ARCHITECT: CADCO Design Grp ., ‘ni: CAD ID: PALMA.dwg DIVISION OF SCHOOL PLANNING - CALIFORNIA DEPARTMENT OF EDUCATION h 3358 EXHIBIT “D” ACKNOWLEDGMENT OF ESCROW OFFICER The undersigned acknowledges receipt of that certain Agreement for Sale of Real Property Between the Carlsbad Unified School District and the City of Carlsbad (“Sale Agreement”) dated Ott l 12 1999, and in accordance therewith states that, on Ott l ~ -7 13, 1999, First American Title Insurance Company opened escrow number 499-2335DD (“Escrow”) for purposes of facilitating the transaction(s) contemplated in the Agreement. The undersigned agrees to act as the Escrow officer pursuant to the terms of the Agreement and any supplemental Escrow instructions submitted by the Parties pursuant to the provisions of the Agreement. By: Date: ) r-~ a,1999 [Name and Title] DEBBIE DUNN, Escrow Officer .- . 3359’ EXHIBIT “E” . . Recording Requested by and When! 1 Recorded Mail this Grant Deed 1 and All Tax Statements To: 1 The City of Carlsbad Attention: Carlsbad, CA 92008 Exempt from recording fee pursuant to Government Code $6 103. GRANT DEED For valzzable consideration, the receipt and sufficiency of which is hereby acknowledged, the Carlsbad Unified School District (“Grantor”) hereby grants to the City of Carlsbad (“Grantee”), that certain real property located in the County of San Diego, State of California, more particularly described in Exhibit “A” attached hereto and incorporated herein by reference (“Real Property”). In witness whereof, this instrument is executed as of this day of , 1999. THE CARLSBAD UNZFZED SCHOOL DISTRICT By: _ -- -- Steve Cade, President of the Board of Trustees By: -- , Clerk of the Board of Trustees Note: Please Notarize All Signatures . Ms. Debbie Dunn First American Title Insurance Company 11939 Ranch0 Be’mardo Rd. Suite 203 San Diego, Ca 92129 Dear Debbie, Regarding your letter of February 23, 2000 requesting original exhibits to the Agreement for Sale of Real Property, enclosed please find several aerial photos of the site outlining a list of permanent and relocatable structures. This attachment shall serve as “exhibit C”. Also enclosed is a more definitive plat map of the acquisition parcel, this attachment is labeled “exhibit B”. Finally, a Grant Deed Acceptance form is also enclosed to ackno.wledge acceptance of the property by the City of Carlsbad. As previously discussed with you at the beginning of the escrow process, a requirement by the City of Carlsbad in concluding this acquisition is that the Carlsbad City Clerks office receive original signed documents for their records. Therefor, please ensure that all documents received for our records have original signatures and not photo copied duplicates. Your cooperation in this process is greatly appreciated. Sincerely, Senior Management Analyst c: Assistant City Attorney Susan Yount-Kane Ballmer & Berkman Carlsbad City Clerk 1200 Carlsbad Village Drive l Carlsbad, CA 92008-l 989 l (619) 434-2825 l FAX (619) 434-7185 @ First American Title Insurance Company 11939 RANCH0 BERNARD0 ROAD, SUITE 203 l SAN DIEGO, CALIFORNIA 92128 THE CITY OF CARLSBAD ATTN: KEITH BEVERLY 1200 Carlsbad Village Drive Carlsbad, CA 92008 1989 Date : March 22, 2000 Escrow No. : 499-2335DD RE: 333 HARDING STREET, CARLSBAD, CA 92008 Dear Keith: We are pleased to inform your above referenced escrow was closed on March 22, 2000 and we enclose the following for your records : Final HUD I and/or Closing Statement. Our Check in the amount of $500.00 representing your refund. Seller’s Affidavit of Nonforeign Status Policy of Title Insurance No. 1217536-6, to follow, issued by FIRST AMERICAN TITLE INS. CO.. Property Tax Information - For your information, County taxes on real property become delinquent as follows: First installment after December lOth, second installment after the following April 10th. If you do not receive a tax bill one month prior to the delinquency date, a written request for same should be made to the County Tax Collector. Your written request should include the legal description and Assessor’s Parcel Number (APN) of the property. When the lender collects impound funds for payment of taxes, the tax bill is usually sent to them. Any recorded documents which you are entitled to will be forwarded to you directly from the County Recorder’s office. It has been a pleasure handling your escrow. We look forward to servicing your future real estate transactions. If you should have any questions, my direct dial number is (619) 613-2882. __-_--. -3.w First American Title Company , De Escrow Officer TLP TO: THE CITY OF CARLSBAD Date : October 22, 1999 Escrow No. : 499-2335DD SELLER’S AFFIDAVIT OF NONFOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee/buyer of a U.S. real property interest must withhold tax if the transferor/seller is a foreign person. To inform the transferee/buyer that withholding of tax is not required upon the disposition of a U.S. real property interest. Property located at: 333 HARDING STREET, CARLSBAD, CA 92008 by CARLSBAD UNIFIED SCHOOL DISTRICT. I hereby certify to the following (if an entity transferor, on behalf of the transferor): INDIVIDUAL TRANSFEROR(S): 1. I am not a nonresident alien for purposes of U.S. income taxation: 2. My U.S. taxpayer identification number B is: 9sd db 9 16’ 7q 3. My home address is CORPORATION, PARTNERSHIP, TRUST OR ESTATE TRANSFEROR(S): 1. (name of transferor) is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. (name of transferor) U.S. employer identification number is and; 3. (name of transferor) office address is CARLSBAD UNIFIED SCHOOL DISTRICT (name of transferor) understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statements I have made here (or, for entity transferor, contained herein) could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete (and, for entity transferor, I further declare that I have authority to sign this document on behalf of CARLSBAD UNIFIED SCHOOL DISTRICT (name of transferor). Date: vo (r&&.#& -r 2. NOTICE TO TRANSFEROR/SELLER AND TRANSFEREE/BUYER: An affidavit should be signed by each individual or entity transferor to whom or which it applies. Before you sign, auy questions relating to the legal sufficiency of this form, or to whether it applies to a particular transaction or to the definition of any of the terms used, should be referred to a certified public accountant, attorney, or other professional tax advisor, or to the Internal Revenue Service.