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HomeMy WebLinkAboutSecurity Pacific Merchant Bank; 1987-08-11;\\ 0 (I 1, '.c * I I' -. First American Title Insurance Company 411 IVY STREET, (P.O. BOX 808) SAN DIEGO, CALIFORNIA 92101 (619) 238-1776 CITY OF CARLSBAD Closing date: 1200 Elm Avenue August 24, 198 Carlsbad, CA 92008 Escrow No. 954 REFERENCE: LOT 5 OF CARLSBAD TRACT 80-33,, CITY OF CARLSBAD, CALIFORNIA CLOSING STATEMENT DEBIT CR DEPOSITS : Interest by Imperial Bank $ ENCUMBRANCES: New 1st Trust Deed SEC. PAC. MERCHANT BANK 1,6 TITLE CHARGES: ALTA Premium $ 771.00 Record Trust Deed 7.00 ESCROW FEES: Escrow Fee 400.00 CHECK HEREWITH 1,602,024.50 Total $ 1,603,202.50 $ 1,6( SAVE FOR INCOME TAX INFORMATION 73-u; \z-L Ti- L6.A Pd-9 P> 3 P DO NOT DESTRI)THIS NOTE: When paid, this note and th4l)ed * surrendered to the FIRS I MERICAN TITLE INSURANCE COMPANY bm,th request for reconveyanc (INTEREST INCLUDED) $ 1,602,160.00 San Diem , California, Auqust 20, 1987 In installments and at the times hereinafter stated, for value received csy OF -I a Mull. promlseL to pay to coi.pOration divisicn of S-STY Batihnq AG&iation -. --A ,* _II, I. am SIXTY --- unpaid, until said principal 1IPolatl. beginning on thea 1 i and continuing until said principal sum and the Interest thereon has been fully paid. AT ANY TIME, THE PRIVILEGE TO PAY MORE THAN THE SUM DUE. Each payment shall be credited first, on the interest then due; and the the principal sum; and interest shall thereupon cease upon the amount so credited on the said principal sum. ! be made in the payment of any of said installments when due, then the whole sum of principal and lnteresl immediately due and payable at the option of the holder of this note. Should sui! be commenced to collect tl portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorney’s fees. Princlp payable in lawful money of the United States of America. This note is secured by a cc3rtain DEED OF TRUST to FIR TITLE INSURANCE COMPANY, a California Corporation, as TRUSTEE. \ u I 300 S. Grand Ave. HCP 211 Los &geles, CA 90071 Escrow Number 954425G Order Number 954425-18 RECORDED AUGUST 24, 1987 FILE NO. 87-480665 OF OFFICIAL RECORDS OF SAN DIEGO COUNTY SPACE ABOVE THIS LINE FOR RECORDER'S US 4a . sec*xir.y raciric mercnanr. an^ .I.. e 300 S. Grand Ave. HCP 211 IDS Lqgeles, CA 90071 Escrow Number 9544256 Order Number 954425-18 SPACE ABOVE THIS LINE FOR RECORDER'S U: DEED OF TRUST WITH ASSIGNMENT OF RENTS This DEED OF TRUST, made August 20, 1987 CITY OF CARLSBAD, a Municipal corporation herein caile whose address is 1200 Eh Avenue, Carlsbad, California 92008 (Nuxber and Street) (City) (St4 FIRST AMERICAN TITLE INSURANCE COMPANY, SECURITY PACIFIC MEFCHANT BANK, a division of SECURITY PACIFIC NATIONAL BANK, a National Banking Association a California corporation, herein called TF , herein called Bt Countyof San Diego , State of California, c Lot 5 of Carlsbad Tract No. 80-33, in the City of Carlsbad, County of San Diego, Sta California, according to Map thereof No. 10061, filed in the Office of the County Rc of San Diego County on April 15, 1981 as File No. 81-115129 of Official Records. Commonly known as: 2075 Las Palms, Carlsbad, California 92008 WITNESSETH: That Trustor grants to Trustee In Trust, with Power of Sale, that property in the Together with the rents, issues and profits thereof, subject, however, lo the right. power and authority hereinafter given to and conferred u lo collect and apply such rents. Issues and proflts For the Purpose of Securing (1) payment of the sum of $ 1, 602,160. 00 with interest thereon according to the terms of a proi notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of i of Trustor Incorporated by reference or contained hereln (3) Payment of additional sums and Interest thereon which may hereafter be ioanf his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by ths Deed of Trust. To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of t and adopts and agrees lo perform and be bound by each and all of the terms and provislons set forth In subdivision A, and Is mutually a and all of the terms and provisions set forth in subdivision 8 of the fictitious deed of trust recorded in Orange County August 17, 1964, and in a August 18, 1964. in the book and at the page of official Records in the office of the county recorder of the county where said property I$ below opposite the name of such county. namely COUNTY BOOK PAGE COUNTY BOOK PAGE COUNTY EIOOK PAGE COUNTY Alarneda 1288 556 Kings 858 713 Placer 1028 379 Sierra Alpine 3 13031 Lake 437 110 Plurnas 166 1307 Sisklyou Arnador 133 438 Lassen 192 367 Riverside 3778 347 Solano !ma ! islaus STATE OF CALIFORNIA Iss r COUNTYOF SAN DIEGO ! ma LY .e on August 24, 1987 before me, the undersigned, a Notary Public in and for Jrnne Raymond R. Patchet-t - .and ura k said State personally appeared c Aletha L. Rautenkranz ,personally known to me (or proved to me on the I. f I .< h .- c basis 01 salisfaclory evidence) to be the persons who executed Ihe within instrument as - City __ - : ' Manager XxnMKnPand . City Clerk aRwxtxw,onbeha~fol . The City- contained in -5 of Carlsbad ?rein and ma 5: .- le obligation ' c? 3dress herei- Om $3 o 4 siicticorporntion execulcd thewithin instrument purstianl lo its 0' I 9 (-0 y, Californ N 0 0 s iq si ,I 1 ti r r yuy fi- tlic corporation therein named and acknowledged to me that *.*+*******.***************.** * * * t OFFICIAL SEAL * * * * NOTARY PUBLIC-CAlIFOkNIA * SAN OlEGO COUNTY : Mv Cornm fap SfDl 27. 1989 2 ***********t+****b***z*****%** (This area lor olflcial notarial seal) * KAREN A. KUNDTZ f - 5 by laws or a resolulion of 11s board of directors WITNESS iny hand and ollicidl seal N 1) - Signature of Trustor ri --L24&LJk, ALETHA L. EMJTEKRANZ, City Clerk6 within instrument a Ihe same nd official seal (lhls area for official notarlal seal) WRITE IT-~ON’T SA^- IT INTER-DEPARTMiENT ME~CMNWM AM TO File DATE 8-18 19 87 P M. Re: Municipal Lease and Option Agreement The original of this agreement was given to Mary Ann this date for transmittal to Security Pacific for their signature. K. REPLY ON THIS SHEET FROM WlLMER SERViCE &NE STANC,ARD INTER DEPT. MEMO FORM 11 -21 +< 0 qpeement No. 2024 .. MUNICIPAL LEASE AND OPTION AGREEMENT Lessor: Security Pacific Merchant Bank 300 South Grand Avenue, HCP211 Los Angeles, California 90071 Lessee: City of Carlsbad 1200 Elm Avenue Carl s bad, California 92008- 1989 This Municipal Lease and Option Agreement (the "Agreement") entered i r between Security Pacific Merchant Bank, a Division of Security Paci National Bank, a national banking association lessor"), and City Carlsbad ("Lessee"), a body corporate and politic duly organized and existi under the laws of the State of California ("State"); WITNESSETH: WHEREAS, Lessor desires to lease the Property, as liereinafter defined, Lessee, and Lessee desires to lease the Property from I-essor, subject to 1 terms and conditions of and for the purposes set forth in this Agreement; a WHEREAS, Lessee is authorized under the Constitution and laws of t State to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinaft contained, the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Lessee represents, covenants and warrants, for the benefit of Lessor a its assignees, as follows: (a) Lessee is a public body, duly organized and existing under t Constitution and laws of the State. (b) Lessee will do or cause to be done all things necessary to preser and keep in full force and effect its existence as a body corporate a politic. (c) Lessee is authorized under the Constitution and laws of the State enter into this Agreement and the transaction contemplated hereby, and perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver th Agreement under the terms and provisions of the resolution of its governir body, attached hereto as Exhibit A, or by other appropriate officii -1 - (Reement No. 2024 -< a approval, and further represents and warrants that all requirements have b met, and procedures have occurred in order to ensure the enforceability this Agreement, and Lessee has complied with such pub'lic bidding requireme as may be applicable to this Agreement and the acquisition by Lessee of Property acquired hereunder. Lessee shall cause to be executed an opinion its counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Agreement, the Prcperty will be used Lessee only for the purpose of performing one or more governmental proprietary functions of Lessee consistent with the permissible scope Lessee's authority and will not be used in a trade or business of any per: or entity other than the Lessee. (f) During the period this Agreement is in force, Lessee will annua- provide Lessor with current financial statements, budgets, proof appropriation for the ensuing fiscal year and such other financ information relating to the ability of Lessee to continue this Agreement may be reasonably requested by Lessor or its assignee. is substantially in excess of the Lease Term. contemplated by this Agreement as a "qualified tax-exempt obligation", such term is used in Section 265(b)(3) of the Internal Revenue Code. (i) Lessee will not take any action which, if taken, or omit to take a action which, if omitted, would adversely affect the exemption of t interest component of the Rental Payments (shown in Exhibit E) from Feder income taxation or from taxation under the laws of the State of Californi .I (9) The Property will have a useful life in the hands of the Lessee th (h) Lessee has, by resolution, designated the lease obligati 3 ARTICLE I1 DEFINITIONS The following terms will have meanings indicated below unless the conte: clearly requires otherwise: "Agreement" means this Municipal Lease and Option Agreement? incl udin the Exhibits attached hereto, as the same may be supplemented or amended frc time to time in accordance with the terms hereof. "Certificate of Acceptance" means the Certificate of Acceptance attache hereto as Exhibit F, whereby Lessee acknowledges acceptance of the Property "Commencement Date" is the date when the term of the Agreement begins an Lessee's obligation to pay rent accrues, which date shall be the date o which the Property is accepted by Lessee as indicated on the Certificate o Acceptance. -2 - 0 dbeement No. 2024 "Lease Term" means the term specified in this Agrelement under Article "Lessee" means the entity which is described in the first paragraph this Agreement and which is leasing the Property from Lessor under t provision of this Agreement. I'Lessor'' means (i) Security Pacific Merchant Bank, a Division of Securi Pacific National Bank, a national banking association, acting as Less hereunder; (ii) any surviving, resulting or transferee corporation; and (i except where the context requires otherwise, any assignee(s) of Lesso "Original Term" means the period from the Commencement Date until the e of the fiscal year of Lessee in effect at the Commencement Date. "Property" means the property described in Exhibit D and which is t subject of this Agreement. "Purchase Price'' means the amount which Lessee may, in its discretic pay to Lessor in order to purchase the Property, as set forth in Exhibit hereto. provided for in Article IV of this Agreement, each having a duration of o year and a term co-extensive with the Lessee's fiscal year, except the la of such automatic renewal terms which shall end on the due date of the la Rental Payment set forth in Exhibit E to this Agreement. "Rental Payments" means the rental payments payable by Lessee pursuant the provisions of this Agreement during the Le'ase Term, payable consideration of the right of Lessee to use the Property during the thl current Original or Renewal Term. Rental Payments shall be payable by Less to the Lessor or its assignee in the amounts and at the times during t Lease Term, as set forth in Exhibit E of this Agreement. "Vendor" means the dealer or agent of manufacturer from whom Less purchased or is purchasing the Property. "Renewal Terms" means the automatic renewal terms of this Agrbement ARTICLE I11 TAX COVENANTS Tax Covenants. The Lessee will not make or direct any use of tl proceeds of the obligation provided herein or any other funds of the Lesst which will cause such obligation to be an "arbitrage bond" within the meanir of Section 148 of the Internal Revenue Code of 1986, a!; amended (herein tl "Code"), to be "federally guaranteed" within the meaning of Section 149(b) I the Code, or to be a ''private activity bond" within the meaning of Sectic 141(a) of the Code. To that end, so long as any rental payments are unpai the Lessee, with respect to such proceeds and such other funds, will comp' with all requirements of such Code sections and all regulations of the Unite States Department of the Treasury issued thereunder to the extent that SUC requirements are, at the time, applicable and in effect. The Lessee will nc use or permit the use of the Property by any person fo'r a "private busines use'' within the meaning of Section 141(b) of the Code in such manner or t such extent as would result in the inclusion of interest received hereunde in gross income for federal income tax purposes undier Section 103 of tt- Code. -3 - e dbeement No. 2024 C‘ The Lessor and the Lessee shall at all times do and perform all acts l things permitted by law which are necessary or desiralble in order to ass that the interest component of the Rental payment will not be included gross income for federal income tax purposes. ARTICLE IV LEASE TERM Section 4.01. Lease of ProDerty. Lessor hereby demises, leases and 1 to Lessee, and Lessee rents, leases and hires from Lessor, the Property, accordance with the provisions of this Agreement, to have and to hold for Lease Term. Section 4.02. Commencement of Lease Term. The Original Term of t Agreement shall commence on the date of acceptance and shall terminate . last day of Lessee’s current fiscal year. The Lease Term will automatically renewed at the end of the Original Term or any Renewal Term an additional one year, unless the Lessee gives written notice to Lessor 1 less than 90 days prior to the end of the Original Term or Renewal Term tl in effect, or such greater notice as may be provided in Artitle VI, Lessee’s intention to terminate this Agreement at the end of the Origi Term or the then current Renewal Term upon payment (of the then applica Purchase Price pursuant to Article XI or Article VI, as the case may be. - terms and conditions during any Renewal Term shall be the same as the tei and conditions during the Original Term, except thalt the Rental Payme shall be as provided in Exhibit E of this Agreement. Section 4.03. Termination of Lease Term. The Lease Term will termin upon the earliest of any of the following events: (a) the exercise by Lessee of the option to purchase the Propel granted under the provisions of Articles IX or XI of this Agreement; (b) a default by Lessee and Lessor’s election to terminate tl Agreement under Article XIII; or (c) the payment by Lessee of all Rental Payments authorized or requir to be paid by Lessee hereunder. -4 - a dbeement No. 2024 ARTICLE V ENJOYMENT OF PROPERTY Lessor hereby covenants to provide Lessee durinlg the Lease Term w' quiet use and enjoyment of the Property, and Lessee shall during the Lei Term peaceably and quietly have and hold and enjoy the Property, with( suit, trouble or hindrance from Lessor, except as expressly set forth in tl Agreement. Lessor shall have the right at all reasonable times during business hot to enter into and upon the property of Lessee for the purpose of inspecti the Property. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense Lessee. Lessor and Lessee understand and intend that the obligation Lessee to pay Rental Payments hereunder shall constitute a current dxpense Lessee and shall not in any way be construed to be a debt of Lessee contravention of any applicable constitutional or statutory limitations requirements concerning the creation of indebtedness by Lessee, nor s h anything contained herein constitute a pledge of the general tax revenul funds or moneys of Lessee. Section 6.02. Payment of Rental Payments. The Lessee agrees to pay the Lessor, its successor or assigns, without deduction or offset of a kind, as rental for the use of the Property, the following amounts at t following times: (a) Base Rental. The Lessee shall pay to the Lessor as a ba rental (herein called the "Base Rental") annual rental payments wi principal and interest components, paid semiannually, in accordance with t Rental Payment Schedule attached hereto as Exhibit E and made a part herec Each Base Rental payment shall be payable not less than ten (10) busine days preceding its due date. The interest components of the Base Renl payment shall be paid by the Lessee as and constitute interest paid on t principal components of the Base Rental payments to be paid by the Less hereunder computed on the basis of a 360-day year composed of twel ve 30-d months. Each annual payment of Base Rental (to be payable in t installments as aforesaid) shall be for the agreement of the Lessor acquire and install or cause to be made available for use by the Lessee t Property and, following completion of the provision of the Property, for t use of the Property for the twelve-month period commencing on of the year in which such rental is payable. -5- 4)eement NO. 2024 e (b) Additional Rental. The Lessee shall pay, as Additional Ren hereunder in addition to the foregoing Base Rental, to the Lessor si amounts (herein called the "Additional Rental") in each year as shall required by the Lessor for the payment of any costs and expenses incurred the Lessor in connection with the execution, performance or enforcement this Lease, the ownership of the Property and the lease of the Property the Lessee, the use of the Property, including but not limited to payment all fees, costs and expenses and all administrative costs of the Lessor connection with the Property, expenses (including, without limitatic attorney's fees and disbursements), fees of auditors or' attorneys, i nsurar premiums not otherwise paid hereunder and all other necessary admi nistrati costs of the Lessor or charges required to be paid by it in order to comr with the terms of the Agreement. Lessee shall not be responsible 1 Lessor's separate expenses associated with its management of this agreeme This shall include costs incured as a result of assignment or re-assignmc of the lease, auditing in connection with Lessor's federal or state t requirements or other expenses not assessable solely against the requirernc of this agreement. Such Additional Rental shall be billed to the Lessee the Lessor from time to time, together with a statement certifying that t amount so billed has been paid by the Lessor for one or more of the ite above described, or that such amount is then payable by the Lessor for SL items. Amounts so billed shall be due and payable by the Less'ee witt thirty (30) days after receipt of the bill by the Lessee. Such payments of Base Rental and Additional Rental for each ren payment period during the term of this Lease shall constitute the to rental for such rental payment period, and shall be paid by the Lessee each rental payment period, following completion of the acquisitic installation and provision of the Property, for and in consideration of t right to the use and the continued quiet enjoyment of the Property duri each such rental payment period for which such rental is paid. The part- hereto have agreed and determined that such total rental represents the fi rental value of the Property. In making such determination, considerati has been given to the costs of the acquisition, installation and provison the Property to be financed by the Lessor, other obligations of the part- under this Lease, the uses and purposes which may be served by the Proper and the benefits therefrom which will accrue to the Lessee and the genei public. Each installment of rental payable hereunder s'hall be paid in law money of the United States of America to or upon the order of the Lessor 300 South Grand Avenue, HCP211, Los Angeles, California 90071. Any si installment of rental accruing hereunder, including the interest a principal components of the Base Rental, which shall not be paid when c shall bear interest at the rate of twelve per cent (12'2) per annum from 1 date when the same is due hereunder until the same shall be pa Notwithstanding any dispute between the Lessee and the Lessor, the Les2 shall make all rental payments when due without deduction or offset of a kind and shall not withold any rental payments pending the final resoluti of such dispute. Section 6.03. Annual Budqets. The Lessee covenants to take such act1 as may be necessary to include all such Rental Payments due hereunder in annual budgets and to make the necessary annual appropriations for all si Rental Payments. Lessee reasonably believes that legally avail able funds -6- 4)eement NO. 2024 e an amount sufficient to make all Rental Payments during the Original Term a each of the Renewal Terms can be obtained. Commencing with fiscal yc 1988-89, the Lessee will furnish to the Lessor copies of each annual bud! of the Lessee within ten (10) days after the filing of the adopted bud! with the Board of Trustees of the Lessee. The covenantts on the part of t Lessee herein contained shall be deemed to be and sha,ll be construed to duties imposed by law and it shall be the duty of each and every pub official of the Lessee to take such action and do such things as are requir by law in the performance of the official duty of such officials to enat the Lessee to carry out and perform the agreements and covenants in tl Lease agreed to be carried out and performed by the Lessee. Section 6.04. ApDlication of Rental Payments. All Rental Paymer received shall be applied first to the interest components of the Base Ren. due hereunder, then to the principal components of the Base Rental c hereunder and thereafter to all Additional Rental due hereunder, but no si application of any payments which are less than the total rental due a owing shall be deemed a waiver of any default hereunder. Section 6.05. Nonsubstitution. The Lessee agrees that, until the end the term of this Lease, it will not enter into any contract for t acquisition of property or services which would displace the Propert3 ARTICLE VI1 TITLE TO PROPERTY; SECURITY INTEREST Section 7.01. Title to the Prooerty. During the term of this Agreeme title to the Property and any and all additions, repairs, replacements modifications shall vest in Lessee, subject to the rights of Lessor unc this Agreement. In the event of default, as set forth under Article XI title to Property shall immediately vest in Lessor, and Lessee w reasonably surrender possession of the Property to Lessor. Section 7.02. Securitv Interest. To secure the payment of all Lessee’s obligations under this Agreement, Lessee grants to Lessor addition to title to the Property, a security interest constituting a fii lien on the Property and on all additions, attachments, accessions a substitutions thereto, and on any proceeds therefrom. Lessee agrees execute such additional documents, including fi nanci nq statements, mortg; waivers, affidavits, notices and similar instruments, in form satisfactory Lessor, which Lessor deems necessary or appropriate to establish and maint, its security interest, and upon assignment, the security interest of a assignee of Lessor, in the Property. ARTICLE VI11 MAINTENANCE; MOD IF ICATION; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Propertv bv Lessee. Lessee agrees that all times during the Lease Term Lessee will, at Iiessee’s own cost 2 expense, maintain, preserve and keep the Property in1 good repair, worki order and condition, and that Lessee will from time to time make or cause -7 - qbeement No. 2024 e be made all necessary and proper repairs, replacements and renewals. Les shall have no responsibility in any of these matters,, or for the making improvements or additions to the Property. Section 8.02. Taxes, Other Governmental Charqes and Utilitv Charq The parties to this Agreement contemplate that the Property will be used a governmental or proprietary purpose of Lessee and, therefore, that . Property will be exempt from all taxes presently assessed and levied w respect to real property. In the event that the use, possession acquisition and construction of the Property is found to be subject taxation in any form (except for income taxes of Lessor), Lessee will F during the Lease Term, as the same respectively come due, all taxes a governmental charges of any kind whatsoever that may at any time be lawfu' assessed or levied against or with respect to the Property or other proper acquired by Lessee in substitution for, as a renewal or replacement of, or modification, improvement or addition to the Property, as well as all g water, steam, electricity, heat, power, telephone, utility and other charc incurred in the operation, maintenance, use, occupaiicy and upkeep of i Property; provided that, with respect to any governmental charges that IT lawfully be paid in installments over a period of years, Lessee shall obligated to pay only such installments as have accrued during the time tl Agreement is in effect. Section 8.03. Provisions Resardins Insurance. At its own expense Less shall cause casualty, public liability and property damage insurance a rental interruption insurance to be carried and maintained, or shi demonstrate to the satisfaction of Lessor that adequate self-insurance provided with respect to the Property, sufficient to protect the Ft Insurable Value (as that term is hereinafter defined) of' the Property, and protect Lessor from liability in all events. All insurance proceeds fr casualty losses shall by payable as hereinafter provided in this Agreemei Lessee shall furnish to Lessor Certificates evidencing such covera throughout the Lease Term. Alternatively, Lessee may insure the Proper under a blanket insurance policy or policies which cover not only t Property but other properties. If Lessee shall insure similar properties self-insurance, Lessee will insure the Property by means of an adequ; insurance fund set aside and maintained out of its earnings. The term "Full Insurable Value" as used herein shall mean the fi replacement value of the Property. Any insurance policy pursuant to this Section 8.03 shall be so written endorsed as to make losses, if any, payable to Lessee and Lessor as the respective interests may appear. The Net Proceeds [:as defined in Secti 9.01) of. the insurance required in this Section 8.03 shall be applied provided in Article IX hereof. Each insurance policy provided for in th Section 8.03 shall contain a provision to the effect that the insuran company shall not cancel the policy or modify it materially and adversely the interest of Lessor without first giving written notice thereof to Less at least 10 days in advance of such cancellation. Section 8.04. Advances. In the event Lessee shall fail to maintain t insurance coverage required by this Agreement or shall fail to keep tl full -8- .@cement NO. 2024 Property in operating condition, Lessor may (but shall be under no obligat to) purchase the required policies of insurance and pay the premiums on . same or may make such repairs or replacements as are necessary and prov for payment thereof; and all amounts so advanced therefor by Lessor sh become additional rent, which amounts, together with interest thereon at . rate of 12% per annum, Lessee agrees to pay. 0 ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS Section 9.01. Damaqe, Destruction and Condemnation. Unless Lessee s h have exercised its option to purchase the Property by making payment of t Purchase Price as provided herein, if prior to the termination of the Le; Term (a) the Property or any portion thereof is destroyed (in whole or part) or is damaged by fire or other casualty or (b) title to, or 1 temporary use of, the Property or any part thereof or the estate of Lessee Lessor in the Property or any part thereof shall be taken under the exerc. of the power of eminent domain by any governmental body or by any persl firm or corporation acting under governmental authority, Lessee a'nd Lesr will cause the Net Proceeds of any insurance claim or condemnation award be applied to the prompt repair, restoration, modification or improvement the Property. Any balance of the Net Proceeds remaining after such work t been completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX, the term "Net Proceec shall mean the amount remaining from the gross proceeds of any insurar claim or condemnation award after deducting all expenses (incl udi attorneys' fees) incurred in the collection of such claim or award. Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds a insufficient to pay in full the cost of any repair, restoration, modificati or improvement referred to in Section 9.01 hereof, Lessee shall either complete the work and pay any cost in excess of the amount of the b Proceeds, Lessee shall make any payments pursuant to the provisions of tt Section 9.02, Lessee shall not be entitled to any reimbuirsement therefor fr Lessor nor shall Lessee be entitled to any diminution of the amounts payat under Article VI hereof, or (b) if Lessee is not in default hereunder, Less shall pay to Lessor the amount of the then applicable Purchase Price, a upon such payment, the Lease Term shall terminate and Lessor's title a security interest in the Property shall terminate as provided in Article of this Agreement. The amount of the Net Proceeds in excess of the th applicable Purchase Price, if any, may be retained by Lessee. -9- 0 4)reement 2024 ARTICLE X D IS C LA I M E R 0 F W A R RA N T I E S ; C 0 N T RA C TOR’ S WARRANTIES; USE OF THE PROPERTY Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS USE OF THE PROPERTY, OR WARRANTY WITH RESPECT THERETO. In no event SI Lessor be liable for an incidental, indirect, special or consequential dam in connection with or arising out of this Agreement or the exister furnishing, functioning or Lessee’s use of any item or products or servi provided for in this Agreement. Section 10.02. Contractor’s Warranties. Lessor hereby irrevoca appoints Lessee its agent and attorney-in-fact during the Lease Term, so 1( as Lessee shall not be in default hereunder, to assert from time to t whatever claims and rights, including warranties of the Property, wh Lessor may have against the Vendor of the Property. Lessee’s sole remedy the breach of such warranty, indemnification or representation shall against the Vendor of the Property, and not against Lessor, nor s’hall SI matter have any effect whatsoever on the rights and obligations of Les with respect to this Agreement, including the right to receive full i timely payments hereunder. Lessee expressly acknowledges that Lessor ma k and has made, no representation or warranties whatsoever as to the existei or availability of such warranties of the Vendor of the Property. Section 10.03. Use of the ProDertv. Lessee will not install, u operate or maintain the Property improperly, carelessly, in violation of i applicable law or in a manner contrary to that contemplated by tl Agreement. Lessee shall provide all permits and licenses, if any, necessi for the installation and operation of the Property. In addition, Les2 agrees to comply in all respects (including, without limitation, with respt to the use, maintenance and operation of each item of the Property) with laws of the jurisdictions in which its operations involving any item Property may extend and any legislative, executive, administrative judicial body exercising any power or jurisdiction over the items of t Property; provided, however, that Lessee may contest in good faith t validity or application of any such law or rule in any reasonable manr which does not, in the opinion of Lessor, adversely affect the estate Lessor in and to any of the items of the Property or its interest or rig1 under this Agreement. REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS -ro THE VALUE, DESI -10- 4)reement No. 2024 ARTICLE XI OPTION TO PURCHASE At the request of Lessee, Lessor's title and security interest in Property will be terminated and this Agreement shall terminate: (a) at the end of the Lease Term (including Renewal Terms), upon paym in full of Rental Payments due hereunder; or (b) at the end of the Original Term or any Renewal Term, upon payment Lessee of the then applicable Purchase Price; or (c) if the Lease Term is terminated pursuant to Article IX of t Agreement, in the event of total damage, destruction or condemnation of Property and, if Lessee is not on such date in default under this Agreeme upon payment of the then applicable Purchase Price to Lessor. e ARTICLE XI1 A S S I G N M E N T, S U B L E A S I N G , I N D E M N I F :[ C A T I 0 N ? MORTGAGING AND SELLING Section 12.01. Assiqnment bv Lessor. This Agreement, and obligations of Lessee to make payments hereunder, may be assigned t reassigned in whole or in part to one or more assignees or subassignees Lessor at any time subsequent to this execution, without the necessity obtaining the consent of Lessee; provided, however, that no such assignm or reassignment shall be effective unless and until1 (i) Lessee shall h received notice of the assignment or reassignment disclosing the name 2 address of the assignee or subassignee, and (ii) 'in the event that st assignment or reassignment is made to a bank or trust company, such bank trust company agrees to maintain, or cause to be maintained, a book-enl system by which a record of the names and addresses of such holders as of l particular time is kept and agrees, upon request of Lessee, to furnish si information to Lessee. Upon receipt of notice of ass-ignment, Lessee agrt to reflect in a book entry the assignee designated in such notice assignment, and to make all payments to the assignee designated in the not of assignment, notwithstanding any claim, defense, set-off or countercli whatsoever (whether arising from a breach of this Agreement or otherwi that Lessee may from time to time have against Lessor, or the assign Lessee agrees to execute all documents, including notiices of assignment i chattel mortgages or financing statements which may be reasonably reques' by Lessor or its assignee to protect their interests in the Property and this Agreement. Section 12.02. No Sale, Assiqnment or Subleasinq bv Lessee. TI Agreement and the interest of Lessee in the Property may not be so assigned or encumbered by Lessee without the prior written consent of Less1 -11- e 4)eement NO. 2024 Section 12.03. Release and Indemnification Covenants. To the extt permitted by the laws and Constitution of the State, Lessee shall prote hold harmless and indemnify Lessor from and against any and all liabili obligations, losses, claims and damages whatsoever, regardless of cai thereof, and expenses in connection therewith, including, without limitatil counsel fees and expenses, penalties and interest arising out of or as I result of the entering into of this Agreement, the ownlership of any item the Property, the ordering, acquisition and construction, use, operatil condition, purchase, delivery, rejection, storage or return of any item the Property or any accident in connection with the operation, u condition, possession, storage or return of any item of the Propel resulting in damage to property or injury to or death to any person. 1 indemnification arising under this paragraph shall continue in full force ; effect notwithstanding the full payment of all obligations under t, Agreement or the termination of the Lease Term for any reason. Lessee agre not to withhold or abate any portion of the payments required pursuant this Agreement by reason of any defects, malfunctions, breakdowns infirmities of the Property. ARTICLE XI11 EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Default Defined. The following shall "events of default" under this Agreement and the terms "event of default" a "default" shall mean, whenever they are used in this Agreement, any one more of the following events: (a) Failure by Lessee to pay any Rental Payment or other payme required to be paid hereunder at the time specified herein; and (b) Failure by Lessee to observe and perform any (covenant, condition agreement on its part to be observed or performed, other than as referred in Section 13.01 (a), for a period of 30 days after written notic specifying such failure and requesting that it be remedlied as given to Less by Lessor, unless Lessor shall agree in writing to an extension of such ti prior to its expiration; provided, however, if the failure stated in t notice cannot be corrected within the applicable period, Lessor will n unreasonably withhold its consent to an extension of such time if correcti action is instituted by Lessee within the applicable period and diligent pursued until the default is corrected. carry out its agreement on its part herein contained, other than t obligatins onthe part of Lessee contained in Article VI hereof, Lessee sh: not be deemed in default during the continuance of such inability. The tei "force majeure" as used herein shall mean, without limitation, t following: acts of God, strickes, lockouts or other industrial disturbance acts of public enemies, orders or restraints of any kine of the government the United States of America or of the state wherein Lessee is located or a of their departments, agencies or officials, or an,y civil or milita s If by reason of force majeure Lessee is unable in whole or in part -12- qbeement No. 2024 e authority; insurrections; riots; landslides; earthquakes; fires; stor droughts; floods; or explosions. Section 13.02. Remedies on Default. Whenever any event of defa referred to in Section 13.01 hereof shall have happened and be continui Lessor shall have the right, at its sole option without further demand notice, to take one or any combination of the following remedial step Property and sell, lease or sublease the Property for the account of Less holding Lessee liable for the rents and other amounts payable by Les hereunder to the end of the Original Term or the then current Renewal Te and (b) Take whatever action at law or in equity may appear necessary desirable to enforce its rights as the owner of the Property. Section 13.03. No Remedy Exclusive. No remedy herein conferred upon reserved to Lessor is intended to be exclusive and every such remedy shall cumulative and shall be in addition to every other remedy given under tl Agreement or now or hereafter existing at law or in equity. No delay omission to exercise any right or power accruing upon any default sh impair any such right or power or shall be construed to be a waiver there but any such right and power may be exercised from time to time and as of1 as may be deemed expedient. (a) With or without terminating this Agreement, retake possession of ARTICLE XIV MISCELLANEOUS Section 14.01. No ti ces. All notices, certificates or 0th communications hereunder shall be sufficiently given and shall be deem given when delivered or mailed by registered mail, postage prepaid, to t parties at their respective places of business. Section 14.02. Bindinq Effect. This Agreement shall inure to t benefit of and shall be binding upon Lessor and Lessee and their respecti successors and assigns. Section 14.03. Severability. In the event ainy provision of tt Agreement shall be held invalid or unenforceable by any court of compete jurisdiction, such holding shall not invalidate or render unenforceable a other provision hereof. waived, altered, modified, supplemented or amended in alny manner whatsoev except by written instrument signed by the Lessor and the Lessee, nor sh; any such amendment that affects the rights of Lessor’s assignee be effecti without such assignee’s consent. executed in several counterparts, each of which shall be an original and i of which shall constitute but one and the same instrument. Section 14.04. Amendments. The terms of this Agreement shall not Section 14.05. Execution in CounterDarts. This Agreement may -13- 4D Agreement No. 0 Section 14.06. ADplicable Law. This Agreement shall be governed bq construed in accordance with the laws of the State. Section 14.07. Captions. The captions or headings in this Agreemen' for convenience only and no way define, limit or describe the scope or ii of any provisions or sections of this Agreement. Section 14.08. Entire Aureement. This Agreement constitutes the e agreement between Lessor and Lessee. No waiver, consent, modificatic change of terms of this Agreement shall bind either party unless in wr' signed by both parties, and then such waiver, consent, modification or ch shall be effective only in the specific instance and for the specific pur given. There are no understandings, agreements, representations or warran express or implied, not specified herein regarding this Agreement or Property leased hereunder. Any terms and conditions clf any purchase ordc other document (with the exception of Supplements) submitted by Lessc connection with this Agreement which are in addition to or inconsistent the terms and conditions of this Agreement will not be binding on Lessor will not apply to this Agreement. Lessee by the signature below o authorized representative acknowledges that it has read this Agree1 understands it, and agrees to be bound by its terims and conditions. IN WITNESS WHEREOF, Lessor has executed this Agreement in its corpc name with its corporate seal hereunto affixed and attested by its authorized officers, and Lessee has caused this Agreement to be executed ii corporate name with its corporate seal hereunto affixed and attested b: duly authorized officers. All of the above occurifled as of the date written below. LESSOR: Security Pacific Merchant + Attest: By: By: Title: Title: LESSEE. C' y,of rls d t&/(d& Attest; ey: .&La& By: Title: City Clerk Title: Mayor ALETHA L. RAUTENKWZ CLAUDE A. LEW S Date: -14- 1 2 3 4 5 6 7 8 9 10 11 12 13 34 15 16 17 3.8 19 20 21 22 23 24 25 26 27 28 Exhibit "A" e ilb RESOLUTION NO. 9189 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA ACCEPTING THE PROPOSAL OF SECURITY PACIFIC MERCHANT BANKING GROUP FOR THE LEASE PlJRCHASE OF THE BUILD11 LOCATED AT 2075 LAS PALMAS DRIVE, CARLSBAD, CALIFORNIA, AND APPROPRIATING FUNDS FOR 1987-88 LEASE I?AYMENTS. WHEREAS, the City Council has previously aulthorized the purchase of the building located at 2075 Las Palmas Drive, Carlsbad, Californi and WHEREAS, the City Council desires to enter into a leaselpurchase agreement with a financial institution to providlp funding for the acquisition of this property, and WHEREAS, proposals from six qualified financial institutions ha\ been received and analyzed by City staff, and WHEREAS, the proposal of Security Pacific Merchant Banking Group provides the most advantageous combination of interest rates, terms a payment schedules, and WHEREAS, the City Council has determined that a true and very re need exists for the acquisition of the property located at 2075 Las Palmas Drive, Carlsbad, California, and WHEREAS, the City Council has taken the necessary steps under applicable law to arrange for the acquisition of the property. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City c Carlsbad, California, as follows: 1. That the terms of said Municipal Lease and Option Agreement are in the best interests of the City for the acquisition of such property* /I/ I// 1 2 3 4 5 6 7 8 9 10 l1 l2 13 l4 l5 16 17 18 19 20 21. 22 23 24 25 26 27 28 0 4D 2. That the Mayor is hereby authorized to execute the attached agreement and the City Manager, Finance Director, and City Attorney are authorized to sign and execute Exhibits A through G attached to t Municipal Lease Agreement and the City Clerk is hereby authorized to attest to said documents. 3. That the City Manager is hereby authorized to approve any modifications in the form or conditions of this agreement that, in th opinion of the City Attorney, are minor or administrative in nature. That the amount of $125,000 is hereby appropriated from the 4. Public Facilities Fee Unappropriated Fund balance to Account Number 320-840-1810-3266 for the 1987-88 lease payments I PASSED, APPROVED AND ADOPTED at a regular meeting of the City August , Council of the City of Carlsbad held on the -- llthday of 1987, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, and Mamaux NOES: None ABSENT: Council Menbers Pe /, Larson 4ri?% ” ATTEST : A2zdau4 ALETHA L. RAUTENKRANZ, City Cle (SEAL) -2- e 4B b CITY OF CARLSBAD g 1200 ELM AVENUE CAR LS BAD, CALI FO RN I A 92008-1 989 (6 19) 434-2891 VINCENT F. BIONDO, JR. RONALD R BALL ASSISTANT CITY ATTORNEY CITY ATTORNEY AGREEMENT NO. 202~ EXHIBIT B OPINION OF LESSEE' '5 COUNSEL Lessee: City of Carlsbad Date of Agreement: Security Pacific Merchant Bank 300 South Grand Avenue, HCP211 Los Angeles, California 90071 Municipal Lease and Option Agreement No. 2024: As counsel for City of Carlsbad ("Lessee"), I have examinc duly executed originals of the Municipal Lease and Option Agreement ( the "Agreement" 1 dated - , 19-, betwec Lessee and Security Pacific Merchant Rank ("Lessor"), and the proceedings taken by Lessee to authorize and execute the Agreement. Rased upon the examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a public body corporate and politic, leqally existing under the laws of the State of California. 2. The Aqreement has been duly authorized, executed and delivered by Lessee, pursuant to Constitutional, statutory and/ home rule provision which authorizes this transaction and Resolution No. 9189 , attached as Exhibit A to the Aqreement. 3. The Agreement is a legal, valid and bindina obligation of Lessee, enforceable in accordance with its terms. In the event the Lessor obtains a judgement against Lessee in money damages, as a result of an event of default under the Aqreement Lessee will be obliqated to pay such judgement. 4. Applicable public bidding requirements have been complied with. 0 4D 5. To the best of my knowledge, no litigation is pending threatened in any court or other tribunal, state or Federal, i any way questioning or affecting the validity of the resolutio~ or the Agreement. 6. The signatures of the officers of City of Carlsbad wh appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names. 7. The City of Carlsbad is a political subdivision withir the meaning of Section 103 of the Internal Revenue Code and the related regulations and rulings and that the poortion of paynet identified as deferred interest charqes to maturity, upon receipt, will not be includable in Federal gross incomes under statutes, regulations, court decisions and rulings existing on the date of this opinion and consequently, will be exempt from present Federal incone taxes and income tax of the State of California. Very truly yours, \ 4)/W 1 VINCENT City [' Attorney 4-2&%!& F. arb -2- 0 Agr db ent No. 2024 EXHIBIT C CERTIFICATE AS TO ARBITRAGE I, the undersigned officer of the City of Cai-lsbad (the "Lessee" being the person duly charged, with others, with responsibility fo issuing the Lessee's obligation in the form of that certain agreemen entitled "Municipal Lease and Option Agreement" (the "Agreement" dated ' 19-7 and issued said date HEREBY CERTIFY that: The Agreement was issued by the Lessee under and pursuant to Stat of California law to finance the acquisition of certain property describe therein. 2. Pursuant to the Agreement, the Lessee is entitled to receive sai property in consideration for the obligation of the Lessee under tht Agreement. Said property will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said propert; or said Agreement or to otherwise dispose of said Property during the terr of the Agreement. The Lessee will not receive any moneys, funds, .or othei "proceeds" as a result of the Agreement. 3. The Lessee expects to make payments under 'the Agreement from it: general funds on the basis of annual appropriations in amounts equal tc the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make such payment: and no other moneys are pledged to the Agreement or reasonably expected tc be used to pay principal and interest on the Agreement. 4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowledge, information and belief the expectation herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affect the expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this 17th day 1. of August ,1987. ./ r LESSEE: City of-Carl sbad v. - ,I 2- 7' c, /' c By : , 4 __ Title: Finance- Director f il 0 @cement No. 2024 EXHIBIT D DESCRIPTION OF PROPERTY The Property which is the subject of the attached Municipal Lease and Option Agreement is as follows: SEE A'JT"I'CHED SCHEDULE 1 FOR LEGAL DESCRI~TION Property Location: 2075 LAS PALMAS, CARLSBAD, CALIFORNIA 92008 Together with all additions, accessions, and replacements thereto. Lessee hereby certifies that the description of the property set forth above constitutes an accurate description ,of the "Property", as defined in the attached Municipal Lease and Option Agreement; LESSEE: City of Qrlsbad ' . - <I I - ,, 1. /, By: . -<, ' L/ I L/L -J 4 Title: Finance Director Date/ Aqpust 17, 1987 -w- "Schedule ( Page 1 1 of 2 ) .. LEGAL DESCRIPTION THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE STAT1 CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: LOT 5 OF CARLSBAD TRACT NO. 80-33, IN THE CITY C)F CARLSBAD, COUNT SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNT' APRIL 15, 1981 AS FILE NO. 810115129 OF OFFICIAL RECORDS. ,' *! a' 00, I I. ;v, !I- i: -I& I * * <. om aW 4W SI - 2: %? ?- .j; 5- .-.. 2: 4 8% v, LL - - 0 A(ACe:flerlc Dlo. 2023. EXHIBIT E SCHEDULE OF PAYMENTS Pr i nc ipa 1 Taxes Total. Fmt; Date-Due Repayment Interest Payment ( 1 1 Due Pa y me r I t-, 1. 54139.15 63125.10 117264.25 0.00 11.7264.25 14 2 56272.23 60992.0% 117264.25 0.00 117264.25 If 3 584.89.35 58774.90 117264.25 0.00 117264.25 1~ 4 60793.83 56470.42 117264.25 80.00 117264.25 14 .5 631.89.11 54075.1.4 117264.25 0.00 117264.25 IC 6 65678.76 51585.49 117264.25 0.00 117264.25 1; 8 70556.21 46308.04 117264.25 0.00 117264.25 11 9 73751.88 43512.37 117264.25 0.00 117264.25 10 10 76657.70 40606.55 11.7264.25 0.00 117264.25 9 11 73678.02 37586.23 117264.25 0.00 117264.25 8 12 €32817.33 34446.92 1.172644-.25 0.00 117264.25 8 13 86080.34 31183.91 117264.25 0.00 317264.25 7 14 89471.90 2779%. 35 117264.25 0.00 117264.25 6 15 92997.03 24267.16 117264-.25 0.00 117264.25 5 16 96661.18 20603.07 117264.25 0.00 11.7264.25 4 17 100469.63 16794.62 117264.25 0.00 117264.25 3 18 104428.13 12836.12 117264.25 0.00 117264.25 2 1.9 108542.60 8721.65 117264.25 0.00 117264.25 1 20 112819.05 4445.20 117264.25 0.00 117264.25 7 68266.51 48997.74, 117264.25 0.00 117264,.25 12 TOTALS: 1602160.00 743125.00 2345285.00 0.00 2345285.00 (1) Semi-Annual Payments Due in ARREARS / / ;2' Titled .--l!n-g:nCe Director' J&tt?{ &Ugu:st 17, 1987 I/ -. I 1' e @cement No. 2024 EXHIBIT F CERTIFICATE OF ACCEPTANCE The undersigned, as Lessee under the Municipal Lease and Option Agreement (the "Agreement") dated ? 19- with Security Pacific Merchant Bank ("Lessor"), acknowledges receipt in good condition of all of the Property described in the Agreement and in Exhibit D thereto this day of and certifies that Lessor has fully and satisfactorily performed a1 1 of its covenants and ob1 igations required under the Agreement. Lessee confirms that the Commencement Date of the Agreement is and it will commence p,iyments in accordance with Article VI of the Agreement. The undersigned officer of the Lessee hereby reafFirms in all respects the Certificate as to Arbitrage attached as Exhibit C to the Agceement, and represents that, to the best of his or her knowledge, information and belief, the expectations therein expressed were reasonable as of the date on which they were made, and are reasonable as of the Commencement Date, and that there were, and are as of the Commencement Date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. 1 LESSEE: City ,HW?@ad/ , ,/'- IC //'/ By: ' \, J + 4' /(/ '/L/ / ,c*-,' I- ~ I' I I /b / Title! Finance Direct6r i J i (D EXHIBIT G 0 <’ 1200 ELM AVENUE 1 CARLSBAD, CA 92008-1989 (6 MttQ of Marlsbnb FINANCE DEPARTMENT AGREEMENT NO. 2024 August 17, 1987 Security Pacific Merchant Bank 300 South Grand Avenue, HCP211 Los Angeles, CA 90071 MUNICIPAL LEASE & OPTION AGREEMENT NO. 2024 Reference is made to that certain Municipal Lease and Option Agreement Number 2024, dated , between Security Pacific Merchant Bank and City of Carlsbad, leasing the Property described in Exhibit D to such Lease. This confirms and affirms that the Property is essential to the function of the undersigned or to the service we provide to our citizens. Further, we have an immediate need for, and expect tcl make immediate use of, substantially all the Property, which need is not temporary or expected to diminish in the foreseeable future. The Property will be used by us only for the purpose of performing one or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, the Property was selected by us to be used a5 follows: The property at 2075 Las Palmas Drive provides offices for the City’s Community Development Director, Planning, Engineering, Building Inspection Departments and Utilities/Maintenance Administration. A staff of approximately 80 employees occupy the building. The building has been used by the City for one year under a Lease Agreement with the property owner, Mitsui-Fudosan. The prior Lease Agreement provided a purchase option which the City has elected to exercise. The property will be operated, controlled and maintained by the City of Carlsbad. No subleases or uses other than those described above are anticipated. The City will provide funding for lease payments from the Public facil- ities Fee Fund and the City General Fund, if necessary, during the life of this agreement. These funds derive income from development activity 0 L II) and various taxes such as property tax and sales tax. The City anticipates continued revenue from these sources during the life of this agreement. This property satisfies the City's requirement for City office space as described in the City's Growth Management Program and Public Facilities Fee Policy. / <;- ' i L, '/ 1 v- b JAMES F. ELLIOTT Finance Director JFE : smp Y /