I concur in the judgment and much of the majority opinion. I write separately to turn square the corners of the controversy and to set out in material detail the provisions of the agreements at issue.
The county (County) argues that the state (State) is party to a lease option agreement and that its only present interest is a possessory interest in the *511leasehold; the title holder, ComPlan, Inc. (ComPlan), which is not exempt from taxation, holds the interest subject to taxation. The County also argues that if the agreement is construed to give the State a beneficial interest sufficient to escape taxation it violates the debt limitation provisions of article XVI, section 1 of the California Constitution. To avoid that result the County argues that the agreement should be construed as a lease.
The County poses the problem as a dilemma; either the State’s interest is as a lessee, in which case ComPlan is liable for the property taxes, or it has entered a contract of sale which violates the debt limitations of the California Constitution. The dilemma does not hold up under analysis.
I agree with the majority opinion that the subject property is exempt from property taxation under article XIII, section 3, of the California Constitution because the state holds a beneficial interest in the property analogous to that obtained in a contract of sale. I also agree that the transaction does not violate the debt limitation provisions of the Constitution.
I
The property was developed by Mayhew Tech Center, Phase II (Mayhew) for the use of and eventual ownership by the Franchise Tax Board (State) pursuant to an integrated set of agreements.
A development and disbursement agreement between Mayhew, ComPlan, the State and First Interstate Bank of California (First Interstate) outlines the development project. In contemplation of a lease and eventual transfer of the property to the State, Mayhew undertook to develop the property, First Interstate agreed to monitor its construction and pay the development costs from funds held in an acquisition and construction fund pursuant to a trust agreement. Mayhew assigned to ComPlan, “as a limited successor in interest” the obligation to vest title in the property to the State as provided in sections 31, 32 and 33 of the lease between Mayhew and the State or “to convey title at the request of the Trustee upon the sale or other disposition of the Site and Project following termination of the Lease by reason of nonappropriation of funds by the State . . . .” Legal title to the property is vested in ComPlan pursuant to a site acquisition agreement between Mayhew, as seller, and ComPlan, as buyer of the property.
The lease provides that the State shall lease the property for the period March 1, 1983, through January 31, 2006. It is structured so that the acquisition and construction costs are paid off at the end of the rental period. A schedule shows the proportion of rents attributable to the reduction of *512principal at various stages of the lease. In conformity with the site acquisition agreement the lease provides for the conditions under which title to the property vests in the State. Title to a portion of the site vested in the State on January 1, 1991. Title to the remaining property vests in the State if either the State exercises an option to purchase the property or “[u]pon . . . payment by the State of all Rental Payments due . . . .”
The State is obligated to make rental payments for the term of the lease subject to the “appropriation of funds” by the Legislature. Failing an appropriation the lease is terminated. “If on July 1 of each year during the term of this Lease funds are not appropriated by the California State Legislature [or 120 days thereafter] . . . this Lease shall terminate . . . and, . . . upon such termination the State shall vacate the Site and the Project and it shall have no further rights or title in or to the Site or the Project.” Upon a default in payment of rent the lessor is authorized to retake possession of the property.
The trust agreement, signed by Mayhew and First Interstate Bank (as trustee), provides for the funding of the project through the issuance of debt instruments called certificates of participation. A certificate fund is created for the receipt of rents and the payment of the certificates. Section 4.05 of the trust agreement says that any surplus remaining in the certificate fund on any February 2 or August 2 of any year shall be paid to the State and “any surplus remaining after redemption and payment... of all Certificates . . . shall then be remitted to the State.”
The trust agreement also provides for the case of a default in the payment of rents upon the failure of the Legislature to appropriate monies therefore. In that event the State has “no further rights or title” in the property except for the portion conveyed on January 1, 1991. The trustee is then authorized to retake possession of the property, lease it “for the account of the State” or, upon termination of the lease, “to sell, lease or otherwise dispose” of the property “except for the portion . . . conveyed to the State under Section 31 of [the] Lease.” The agreement to convey title at the completion of all rental payments is thus subject to defeasance upon the failure of the Legislature so to act. In such case the lease provides that the State “shall have no further rights or title in or to the Site or the Project.” Under section 12.06 of the trust agreement upon default the proceeds of any lease or sale are to be “deposited by the Trustee in the Certificate Fund upon the receipt thereof and applied to the payment of the obligations of the State under the Lease or applied to the redemption of the Certificates Outstanding.”
*513II
The lease and allied agreements are structured so that the State may acquire the property while avoiding the debt limitations of article XVI, section 1 of the California Constitution. To that end the parties engaged in a transaction that does not easily fit a recognizable category of real property. The property interests are split into possessory and remainder interests, both of which are held by the State; bare legal title is held by ComPlan by assignment from Mayhew. The State is also given an option to purchase the property. Title to a portion of the property has already been given the State. There is no right of reversion in Mayhew, the grantor. The property is held for the benefit of the creditors and the State. In addition to its possessory interest, the State appears to have a future interest in the property, a remainder which is vested subject to defeasance on the failure of the Legislature to appropriate money to pay the rents, an estate in land. (See 5 Miller & Starr, Cal. Real Estate (2d ed. 1989) §§ 11.27, 11.28.) Of consequence, the State has all of the incidents of ownership save those necessary to protect the interests of the creditors. As noted, the State also has an option to purchase the property. With respect to an analogous transaction it has been said: “Regardless of the form of the transaction, if the true substance is a sale, the courts treat it as a sale and not an option. The test is the economic impact on the parties from the terms of the transaction, as a question of fact. Even though the documents read as an option, if the practical economics of the transaction are such that, as a practical matter, the optionee must exercise the option or lose a valuable equity in the property, the transaction is, in effect, a sale of the property.” (1 Miller & Starr, Cal. Real Estate (2d ed. 1989) § 2:39, p. 664.) That is obviously the practical consequence of the transaction in this case.
HI
The liability of the parties for property taxation must be judged from this vantage point. The State has the effective ownership interest in the property. ComPlan holds title to the property but its interest is limited to the obligation to convey title to the property as provided in the lease and allied agreements.
Ordinarily, the entire value of nonexempt land and improvements is assessed without distinction between possessory and reversionary interests. (See De Luz Homes, Inc. v. County of San Diego (1955) 45 Cal.2d 546, 563 [290 P.2d 544].) The State is exempt from property taxation. (Cal. Const., art. XIII, § 3.) When there is a split between the State’s interest and a nonexempt interest the nonexempt interest alone is subject to tax. (See De *514Luz, supra, 45 Cal.2d at p. 563.) In this case the State holds both the possessory and remainder interests. ComPlan, the nominal title holder, does not have an ownership interest; it acts as a trustee for the purpose of conveying title to the proper party in compliance with the agreements.
IV
The agreements avoid the debt limitation provision of article XVI, section 1 of the California Constitution. The measure of that provision is whether “the instrument creates a full and complete liability upon its execution . . . .” (City of Los Angeles v. Offiier (1942) 19 Cal.2d 483, 486 [122 P.2d 14, 145 A.L.R. 1358]; see also Dean v. Kuchel (1950) 35 Cal.2d 444, 447 [218 P.2d 521].) That is avoided if “[e]ach year’s income and revenue [to the governmental entity] must pay each year’s indebtedness and liability, and no indebtedness or liability incurred in one year shall be paid out of the income or revenue of any future year.” (McBean v. City of Fresno (1896) 112 Cal. 159, 164 [44 P. 358].) McBean concerned an analogous provision applicable to municipalities but the principle is fully applicable here. (See Offner, supra, 19 Cal.2d at p. 486.)
The City of Fresno had contracted with McBean to dispose of its sewage over a period of years, requiring the construction by McBean of sewage treatment facilities. The court held that the debt limitation provisions of the California Constitution then in force were not exceeded by reason of the length of the contract because the payment of each year’s obligation was made contractually dependent upon the availability of revenues. “If there are not revenues for any given year sufficient and available for the payment of [McBean’s] claims for that year, those claims become waste paper, and are not carried over as a charge against the income and revenue of a succeeding year.” (McBean, supra, 112 Cal. at p. 165.)
Here, the State’s obligation to pay rents is dependent upon the appropriation of moneys for that purpose by the Legislature. This case differs from McBean in that there is a large stimulus to legislative action, the loss of a valuable piece of property upon termination of the lease for failure of an appropriation and the extinction of the State’s interest in the property. Nonetheless, the point of the debt limitation provisions is the avoidance of a “full and complete” obligation to pay the “debt” beyond that which can be presently satisfied with State revenues. Here, as in McBean, the contract does not impose such an obligation.
Unlike the ordinary conditional sales contract the agreements provide that the Legislature may terminate the obligation to pay by failing to appropriate *515moneys for their payment. This circumstance is to be distinguished from that in which the Legislature exercises its power to repudiate a contractual obligation by refusing to appropriate funds for its payment. (Cf. McCauley v. Brooks (1860) 16 Cal. 11, 51.) In that case the contractual obligation is legally binding, but there are no means to enforce it for lack of a judicial remedy by which to compel the Legislature to appropriate money in compliance with the obligation. In such a case it is assumed that the Legislature would not wilfully default upon its contractual obligations. (City of Sacramento v. California State Legislature (1986) 187 Cal.App.3d 393 [231 Cal.Rptr. 686].)
This case differs in that the agreements provide that if the Legislature fails to appropriate money to pay the annual rents there is no contractual obligation to be enforced. Since there is no legal obligation to appropriate money for payments in future years there is no violation of the debt limitation provision of the California Constitution. (Civ. Code, § 3510.)
A petition for a rehearing was denied April 3, 1992, and appellants’ petition for review by the Supreme Court was denied June 11, 1992, and June 12, 1992. Kennard, J., was of the opinion that the petition should be granted.