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HomeMy WebLinkAboutSDP 2023-0014; CARLSBAD VILLAGE MIXED-USE - SB 330; Site Development Plan (SDP){ City of Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, Include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person Tooley Interests LLC Corp/Part ___________ _ Title Patrick Tooley, Manager Title _____________ _ Address 11661 San Vicente Blvd, Suite 850 Address, ___________ _ LOS Angeles, CA 90049 - 2. OWNER (Not the owner's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person GRT Carlsbad Village LLC Title Patrick Tooley, Managing Member Corp/Part~----------- Title _____________ _ Address 11661 San Vicente Blvd, Suite 850Address n, r::: .•. _r~~~ rr.::.D Los Angeles, CA 90049 , ____ ... ,,.,,-._,_'""~~-=~- MA'' l i "173 Page 1 of 2 Revised 3122 Carlsbad Village Mixed Use (CVMU) -SDP 2013-0014 Project Description {Revised 2.27.2024) Project Description Tooley Interests, LLC (the "Applicant") proposes to develop a new mixed-use project (the "Project") on a 4.12-acre site located at 945-1065 Carlsbad Village Drive (the "Site") within the Village and Barrio Master Plan ("VBMP") area of the City of Carlsbad (the "City"). The Project will contain 218 multifamily residential dwelling units, 27 of will be deed restricted to Very Low- Income (~VLI") households (50% AMI), as well as 13,800 square feet of neighborhood serving commercial uses. The Project's provision of affordable units allows up to a 50 percent density bonus (Gov. Code§ 65915(f)(2) and CMC Chapter 21.86), resulting in a proposed density of 53 du/ac including density bonus units. The proposed commercial uses would be contained in two, one-story buildings with plazas and patios along Carlsbad Village Drive, and the residential buildings would be contained in two five-story buildings separated by a landscaped paseo and courtyard. The Project will include over 40,000 square feet of open space, including courtyards, a 5th floor sky deck, private balconies, and extensive residential amenities such as a swimming pool and pool deck courtyard, interior courtyards, and indoor amenity areas. 340 vehicular parking spaces will be provided at-grade surrounding the commercial and residential buildings and within an above-grade parking structure. The proposed buildings would have a maximum building height of 56 feet. Parapets of 4'-6" tall are proposed around the edge of the roof and stair/elevator towers of various heights would extend up to 14 feet above the maximum building height. The existing commercial buildings and paved areas would be removed in order to develop the Project. The site is located on four (4) parcels and would be consolidated to two (2) lots. Earthwork quantities will consist of 10,000 cubic yards of cut, 1,200 cubic yards of fill, and 7,520 cubic yards of export. Anticipated remedial excavations will be approximately 2-3 feet deep and soils will be removed and replaced on site. Remedial quantities will consist of 12,880 cubic yards. Requested Entitlements Site Development Plan Existing Site Description and Zoning The 4.12-acre Site is currently occupied by a commercial shopping center with a total floor area of 58,735 square feet within five buildings, which are occupied by a variety of retail and restaurant uses, as well as a surface parking lot all of which would be removed to allow for the development of the Project. The Site is designated as Village-Barrio (V-B) in the General Plan and is similarly zoned Village- Barrio (V-B) and is located more specifically within the Freeway Commercial (FC) District of the Carlsbad Village and Barrio Master Plan (VBMP). All the properties surrounding the Site are designated for FC uses under the VBMP, except for properties located to the south of the Site, across Oak Avenue, which are designated Barrio Perimeter (BP). The FC District permits a wide array of uses associated with urban freeway interchanges including lodging, retail, restaurant, residential and mixed uses. The allowable residential base density range in the FC District is 28-35 dwelling units per acre (du/ac). Surrounding Uses The Site is located 0.4 miles from the Carlsbad Village center and 0.6 miles from the Pacific Ocean. The Site is surrounded by Carlsbad Village Drive to the north, Interstate 5 (1-5) Freeway to the east, Oak Avenue to south, and an unnamed public alley to the west. The Project Site is surrounded by a variety of urban uses, including an adjacent gas station, a 4- story mixed-use building across Carlsbad Village Drive to the north, multifamily buildings to the south across Oak Avenue, and various public and commercial uses to the west across the public alley. Primary regional access to the Site is provided via the 1-5 freeway, which generally runs north/south and is adjacent to the Site. The Site has convenient access to public transportation and is located within a transit priority area, served by the Coaster and Amtrak, as well as numerous bus lines within walking distance. NCTD bus route 315 provides service between Camp Pendleton, Sprinter, and Carlsbad Village Station, with stops immediately adjacent to the Project Site. The closest major transit stop is Carlsbad Village Station, located within 0.5 miles east of the Site. Project Analysis Project Components As noted above, the Site's existing commercial buildings and paved areas would be removed in order to develop the Project, which would consist of 218 apartment dwelling units, including 27 units restricted to Very Low-Income households, and 13,800 square feet of ground-floor commercial retail/restaurant uses along Carlsbad Village Drive. The Project will provide 340 vehicular parking spaces in a surface lot surrounding the commercial buildings and within an above-grading parking structure. The Project's single-story commercial buildings fronting Carlsbad Village Drive are anticipated to contain a combination of retail and restaurant uses, including a neighborhood market. The residential buildings include a variety of common areas including a lobby, leasing office, mail room, amenity spaces, 5th floor sky deck, multiple courtyards and a pool deck. The Project has been designed and would be constructed to incorporate environmentally sustainable building features and construction protocols required by the City of Carlsbad. These standards reduce energy and water usage and waste, and thereby reduce associated greenhouse gas emissions and help minimize any effect on natural resources and infrastructure. Density Bonus Calculations (Government Code Section 65915(f){2)/Carlsbad Municipal Code Chapter 21.86}Base Maximum Density: 35 du/ac Base Maximum Units: 4.12 ac x 35 = 144.2 or 145 (round up per CMC Section 21.86.040(G)) Affordable/lnclusionary Units: 12.5% of total units; 12.5% x 218 = 27 VLI units (50% AMI) (or 18.6% of base density units) Density Bonus Units: Total proposed units: 145 x 50% = 72.5 or 73 density bonus units 218 dwelling units (52.9 du/ac) The Project is seeking five (5) density bonus waivers from the VBMP Area-Wide and FC district development standards in order for the development to be physically feasible. The waivers are from (i-ii) FC Supplemental District Standard 2.7.4(G)(1) for height and building stories maximum (as a result of the height waiver, the Project would be required to waive Area-Wide Standard 2.6.2(C)(4)(c) for height limit on architectural features above maximum building height), (iii) Area-Wide Standard 2.6.2(C)(4)(b) for height limit on rooftop projections above maximum building height, (iv) FC Supplemental District Standard 2.7.4(G)(2)(b) for fourth floor building square footage and (v) Area-Wide Standard 2.6.1 (A)(3) for ingress and egress. lnclusionary Housing Requirement (Carlsbad Municipal Code Chapter 21.85} Total proposed units: lnclusionary units: Height 218 dwelling units 218 total units x 12.5% (City Council Policy 57 Section 2(c)) = 27 inclusionary units Pursuant to the FC Supplemental District Standard 2. 7.4(G)(1), a maximum height limit of 45 feet and four (4) stories applies to the Site. The Project will utilize a density bonus waiver to allow a maximum building height limit of five (5) stories measuring 56 feet in height. Parapets of 4'-6~ tall are proposed around the edge of the roof and stair/elevator towers of various heights would extend up to 10 feet above the building height except for two elevator towers adjacent to the parking structure that would extend 14 feet above the maximum building height to provide elevator access to the rooftop parking level. Setbacks Pursuant to FC Supplemental District Standard 2.7.4(A) the project requires a 10-foot front yard setback and 10-foot rear yard setback. No setbacks are required for side yards. Setbacks ranging from 16-20 feet are provided for the one-story commercial buildings along Carlsbad Village Drive. Further, the residential buildings are set back approximately 150 feet from Carlsbad Village Drive. Along Oak Avenue, an 11-foot front yard setback will be provided on levels 1-3 and commencing on level 4, a 17-foot setback will be provided. Along the public alley, while no setback is required, the residential building will provide setbacks ranging from 8- 30 feet. Access and Circulation Vehicular access to the Site would occur via three access points from the surrounding streets and public alley. One vehicular driveway is provided on the northern boundary of the Site along Carlsbad Village Drive which provides access via an existing driveway and left turn pocket. Both the at-grade parking stalls and parking structure will be accessed via this existing driveway along Carlsbad Village Drive. Additional vehicular access to the parking structure would be provided from Oak Avenue for tenants. Access to the Site would also be provided from the public alley. Vehicular Parking Pursuant to State Density Bonus Law, the residential portion of the Project is required to provide 0.5 parking spaces per unit, resulting in a minimum requirement of 109 parking stalls. Further, per AB 2097, no parking is required at the Project due to the Site's proximity to a major transit stop. However, the Project will provide a total of 340 parking stalls at grade surrounding the residential and commercial buildings and within a 5-story above grade parking structure. Open Space The Project would be required to provide a minimum 35,862 square feet of total open space. The Project would provide approximately 40,870 square feet of open space, which would consist of approximately 23, 11 O square feet of common open space and approximately 17,790 square feet of private open space in the form of residential balconies and courtyards, which would be provided for each unit. Landscaping Landscaping would be provided throughout the Project, including at the entrances to the commercial and residential components of the building, along the sidewalks, within the surface parking areas, and in the required front yards. In addition, the Project's interior residential courtyards and pool deck courtyard will be landscaped with trees and/or other plantings. The Site does not contain any protected trees. Several non-protected trees exist on the Site and/or within the public right-of-way adjacent to the Site and would be removed and replaced to accommodate the development of the Project. New street trees will be planted in conformance with the City's policies to enhance the streetscape environment abutting the Site. ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed. _____________ (To be completed by City) Application Number(s): General Information 1. Name of project: Carlsbad Village Mixed Use (CVMU) 2. Name of developer or project sponsor: _T_o_o_l_e~y_l_n_te_r_e_s_ts_L_L_C __________ _ Address: 11661 San Vicente Blvd, Suite 850 City, State, Zip Code: Los Angeles, CA 90049 Phone Number: 424-291-6582 3. Name of person to be contacted concerning this project: _J_o_n_at_h_a_n_F_r_a_n_ke_l ______ _ Address: 2488 Historic Decatur Road, Suite 220 City, State, Zip Code: San Diego, CA 92106 Phone Number: 925-708-3638 ---------------------- 4, Address of Project: 945-1065 Carlsbad Village Drive, Carlsbad CA 90028 Assessor's Parcel Number: 203-320-53-00; 203-320-54-00; 203-320-55-00; 203-320-56-00 5. list and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: Site Development Permit, Class 32 CEQA Exemption Determination 6. Existing General Plan Land Use Designation: _V_i_ll_a~g_e~(~V~) ____________ _ 7. Existing zoning district: Village Review (V-R) / Freeway Commercial (FC) 8. Existing land use(s): _C_o_m_m_e_rc_i_a_l ____________________ _ 9. Proposed use of site (Project for which this form is filed): Mixed-use commercial and residential Project Description 10. Site size: _4_.1_2_a_cr_e_s ________________________ _ 11 Proposed Building square footage: _a_p~p_ro_x_i_m_a_te_l~y_2_7_2_,0_0_0_s_f __________ _ 12: Number of floors of construction· _5 ____________________ _ 13. Amount of off-street parking provided: -•~p~p_ro_x_._3_5_9_s_t_a_lls ____________ _ 14. Associated projects: _n_ia ________________________ _ P-1(0) Page 2 of4 Revised 3122 15. If residential, include the number of units and schedule of unit sizes: _2_1_8_u_n_its _____ _ (196 market rate, 22 affordable). Studio -15; 1-Bedroom -91; 2 Bedroom -86; 3-Bedroom -26 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: ____________________ _ 13,800 sf of neighborhood retail and restaurant floor area -sales area to be determined. Loading facilities to be provided on-site. 17 If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ n/a 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the proJect: _______ _ n/a 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: n/a P-1{D) Page 3 of4 Revised 3/22 Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial alteration of ground contours. 21 Change in scenic views or vistas from existing residential areas or public lands or roads. 22. Change in pattern, scale or character of general area of project. 23. Significant amounts of solid waste or litter. 24 Change in dust, ash, smoke, fumes or odors in vicinity 25 Change in ocean, bay, lake, stream or ground water quality or quantity, or alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. 27. Site on filled land or on slope of 10 percent or more 28. Use of disposal of potentially hazardous materials, such as toxic substances, flammables or explosives. 29 Substantial change in demand for municipal seNlces (police, fire, water, sewage, etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). 31 Relationship to a larger project or series of projects. Environmental Setting Attach sheets that include a response ta the following questions: Yes No □ 18( □ 18( □ ]l( □ M □ )l!( □ Ii( □ M □ ])j( □ )l!( □ ])j( □ ]l( □ M 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted see attached environmental reports 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. see attached environmental reports Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and infocmalion pcesen~d ace tme and coccect to the best of my knoird belief. Date· 5/JS /.23 Signature: 0 /f=i~.._,~1------------ For. Patriclt Tooley P-1(0) Page 4 014 Re11,sed 3122 (city of Carlsbad Density Bonus Supplemental CHECKLIST P-l(H) Community Development Dept Planning Division 1635 Faraday Avenue (442) 339-2600 www.carlsbadca.gov Refer to IB-112 for information The information listed in this checklist is required to be completed for all residential development applications being processed under Government Code §65915 -65918 {State Density Bonus Law). Please prepare the required materials/information described in this checklist and submit in one document entitled "Supplemental Application -Density Bonus Program". Refer to Information Bulletin 1B-112 for additional information. ~ PROJECT LOCATION Include the street address and APN(s) of the subject property . .l! PROPERTY DESCRIPTION Include information about the property and immediate area such as general location, prior uses on-site, site characteristics (i.e., slopes, habitat, drainage), neighborhood setting, General Plan designation, zoning designation, and maximum density allowed by zoning . .ii PROJECT DESCRIPTION Describe the proposed project. Please make sure to include the following information. • Total number of lots/units proposed (maximum density and density bonus units) • Type of housing proposed and any anticipated construction phasing • Number, location and income level of the proposed affordable units • Project access, infrastructure, and any proposed amenities/open space ,.id DENSITY CALCULATIONS Indicate the number of lots proposed and how many are proposed to be designated as affordable. Include the following information: • Show all density calculations • Income levels of the affordable units • Number of "Concessions/Incentives" requested • Number of "Waivers" requested .d CONCESSION(S)/INCENTIVE(S), if requested' Please provide evidence demonstrating that the requested concession/incentive results in identifiable, financially sufficient, and actual cost reductions that contribute significantly to the economic feasibility of the reserved affordable units. Please include the following in the response. • Provide specific information on and discussion of each concession/incentive proposed, including: c:i The City's usual development standard and the requested concession/incentive ::) Reasonable documentation to show that each requested incentive will result in identifiable and actual cost reductions to provide for affordable housing costs or rents. • Include discussion of why the findings to deny grant of the proposed concession/incentive are not supportable for the proposed project: ::;, Why the concession/incentive is required to provide for affordable housing costs, or for rents to targeted units to be set as provided under state law? P-35_5B 3S Permit Streamlining Checklist Page 1 of 3 • ::> Would the grant of the concession/incentive have a specific adverse impact upon public health and safety or the physical environment or listed historical property? If yes, are there feasible methods to mitigate or avoid such impacts without rendering the development unaffordable? ~ WAIVERS(S), if requested2 Please provide evidence demonstrating that the requested Waiver from a required development standard is necessary in order for development to be physically feasible. Please include the following in the response. • Provide specific information on and discussion of each waiver proposed, including: ::i The City's usual development standard and requested waiver :i Reasonable documentation to show that each development standard requested to be waived would physically preclude the densities or incentives the project is entitled to receive. • Provide specific information on and discussion of each waiver/reduction proposed. Include discussion of why the findings to deny grant of the proposed waivers/reductions are not supportable for the proposed project: o How would application of the development standard proposed to be waived/reduced physically preclude the construction of the development at the density proposed or with proposed concession s/i ncen tives? o Would the waiver or reduction have a specific adverse impact upon public health and safety or the physical environment or listed historical property? If yes, are there feasible methods to mitigate or avoid such impacts without rendering the development unaffordable? 1 A developer may apply for concessions or incentives (referred to as concessions) if the developer includes affordable units in the development. One to four concessions are available for each development depending on the percentage of affordable housing that will be included within the development. A concession is one of three things (Gov. Code §65915, subd. (k)(l)-(3)): • A reduction in site development standards or a modification of zoning code requirements or architectural design requirements that e)(ceed minimum building standards that result in identifiable and actual cost reduction to provide for affordable housing costs or rents. Development Standard" includes a site or construction condition, including, but not limited to, a height limitation, a setback requirement, a floor area ratro, an onsite open-space requirement, or a parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter, or other local condition, law, policy, resolution, or regulation. (Gov. Code §65915, subd. (o)(l)). • Approval of mixed use zoning in conjunction with the housing project if commercial, office, industrial, or other land uses will reduce the cost of the housing development and if such uses are compatible with the housing project and the existing or planned development in the area. • Other regulatory concessions proposed by the developer or city that result in identifiable and actual cost reductions to provide for affordable housing costs or rents. The City shall grant the concession unless one or more of the following written findings can be made (Gov. Code §65915, subd. (d)(l)(A)- (C)): • The concession does not result in identifiable and actual cost reductions to provide for affordable housing costs, or for rents for the targeted units. • The concession would have a "specific adverse impact upon public health and safety or the physical environment or on any real property that 1s listed in the California Register of Historical Resources and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact without rendering the development unaffordable to low and moderate income households." • The concession would be contra,y to state or federal law. 'In addition to concessions, an applicant may submit a proposal for a waiver or reduction (referred to as waiver) of development standards. (Gov. Code §65915, subd. (e)(l)). In no case may a city apply any development standard that will have the effect of physically precluding the construction of a development at the density or concessions permitted. The City shall grant the waiver unless one or more of the following written findings can be made (Gov. Code §65915, subd. (e)(l)): • The waiver will have a specific adverse impact upon health, safety, or the physical environment and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact. • The waiver will have a specific adverse impact on any real property listed in California Register of Historical Resources. • The waiver would be contrary to state or federal law. P-35 _SB 35 Permit Streamlining Checkllst (3/22) Page 2 of 3 DENSITY BONUS TABLE1 % Affordable Units2 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% 17% 18% 19% 20% 21% 22% 23% 24% 25% 26% 27% 28% 29% 30% 31% 31% 33% 34% 35% 36% 37% 38% 39% 40% 41% 42% 43% 44% 100%7 Very Low Income I ', 25% 27.5% 30% 32.5% 35% 38.75% 42.5% 46.25% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 80% Low Income 20% 21.5% 23% 24.5% 26% 27.5% 29% 30.5% 32% 33.5% 35% 38.75% 42.5% 46.25% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 80% Densit Bonus Allowance Moderate lncome3 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% 17% 18% 19% 20% 21% 22% 23% 24% 25% 26% 27% 28% 29% 30% 31% 32% 33% 34% 35% 38.75% 42.5% 46.25% 50% 80% Land Donation 15% 16% 17% 18% 19% 20% 21% 22% 23% 24% 25% 26% 27% 28% 29% 30% 31% 32% 33% 34% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% Senior 20% 20% 20% ■ . 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% Foster Youth Disabled Vets Homeless5 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 20% 1 All density bonus calculations resulting in fractional units shall be rounded up to the next whole number. 2 Affordable unit percentage is calculated excluding the units added by density bonus. 3 Only applies to for-sale units, not to rental units. • No affordable units are required. The bonus is limited to 20% of the number of senior units only if no units are affordable. (Cityof Carlsbad College St udents6 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 35% 5The bonus is equal to 20% of the number of units designated for very low income foster youth, disabled veterans, and the homeless. 6The bonus is equal to 35% of the number of student housing units. 7 Applies when 100% of the total units (other than manager's units) are restricted to very low, lower, and moderate income (maximum 20% moderate). If the project is within one-half mile of a major transit stop, there is no maximum density. P-35_58 35 Permit Streamlining Checklist (3/22) Page 3 of 3 Carlsbad Village Mixed Use (CVMU) -SDP 2023-0014 Supplemental Application -Density Bonus Program {Revised 2.27.24) Project Name Carlsbad Village Mixed Use (CVMU) (the "Project") SDP 2023-0014 Project Location Street Address: APN's: Site Description 945-1065 Carlsbad Village Drive, Carlsbad, CA 92008 (the "Site") 203-320-53-00; 203-320-54-00; 203-320-55-00; 203-320-56-00 The 4.12-acre Site is currently occupied by a commercial shopping center with a total floor area of 58,735 square feet within five buildings, which are occupied by a variety of retail and restaurant uses, as well as a surface parking lot spread across four (4) parcels. The Site is surrounded by Carlsbad Village Drive to the north, Interstate 5 (1-5) Freeway to the east, Oak Avenue to south, and an unnamed public alley to the west. The property is substantially surrounded by urban uses. The Site is located 0.4 miles from the Carlsbad Village center and 0.6 miles from the Pacific Ocean. Primary regional access to the Site is provided via the 1-5 freeway, which generally runs north/south and is adjacent to the Site. The Site has convenient access to public transportation and is located within a transit priority area, served by the Coaster and Amtrak, as well as numerous bus lines within walking distance. NCTD bus route 315 provides service between Camp Pendleton, Sprinter, and Carlsbad Village Station, with stops immediately adjacent to the Project Site. The closest major transit stop is Carlsbad Village Station, located within 0.5 miles east of the Site. The Project Site is surrounded by a variety of uses, including an adjacent gas station, a 4-story mixed-use building across Carlsbad Village Drive to the north, multifamily buildings to the south across Oak Avenue, and various public and commercial uses to the west across the public alley. The Site is designated as Village-Barrio (V-B) in the General Plan and is similarly zoned Village- Barrio (V-B) and is located more specifically within the Freeway Commercial (FC) District of the Carlsbad Village and Barrio Master Plan (VBMP). All the properties surrounding the Site are designated for FC uses under the VBMP, except for properties located to the south of the Site, across Oak Avenue, which are designated Barrio Perimeter (BP). The FC District permits a wide array of uses associated with urban freeway interchanges including lodging, retail, restaurant, residential and mixed uses. Project Description: The Site's existing commercial buildings and paved areas would be removed in order to develop the Project, which would consist of 218 multifamily residential units, including 27 units deed restricted to Very Low-Income (VLI) households, and approximately 13,800 square feet of commercial retail/restaurant uses and the existing (4) legal parcels would consolidated into two (2) legal lots. The proposed commercial uses would be contained in two, one-story buildings along Carlsbad Village Drive, and the residential units, including the VLI units, would be spread across two five-story residential buildings separated by a landscaped paseo and courtyard. 340 vehicular parking spaces will be provided at-grade surrounding the commercial and residential buildings and within an above-grade parking structure. The new proposed buildings and parking structure would have a maximum building height of 56 feet. Pursuant to Carlsbad Municipal Code §21.46.020, parapets of 4'-6" tall are proposed around the edge of the roof and stair/elevator towers of various heights would extend up to 10 feet above the maximum building height, except for two elevator towers adjacent to the parking structure that would extend 14 feet above the maximum building height to provide elevator access to the rooftop parking level. Vehicular access to the Site would occur via three access points from the surrounding streets and public alley. One vehicular driveway is provided on the northern boundary of the Site along Carlsbad Village Drive which provides site access via an existing driveway and left turn pocket. Both the commercial at-grade parking stalls and parking structure will be accessed via this existing driveway along Carlsbad Village Drive. Additional vehicular access to the parking structure would be provided from Oak Avenue for tenants only. Access to the Site would also be provided from the public alley. The Project's commercial space along Carlsbad Village Drive is anticipated to contain a variety of neighborhood serving retail and restaurant uses, including a neighborhood market. The residential building includes variety of ancillary uses and open space, including landscaped courtyards, private balconies and courtyards, and extensive residential amenities such as a 5th floor sky deck, a swimming pool and courtyard, indoor amenity areas, a lobby, leasing office, and mail room. It is anticipated that the Project will be constructed in a single phase, subject to market conditions. Density Bonus Calculations (Government Code Section 65915(0(2)/Carlsbad Municipal Code Chapter 21.86) Base Maximum Density: Base Maximum Units: Affordable Units: Density Bonus Units: Total proposed units: 35 du/ac 4.12 ac x 35 = 144.2 or 145 (round up per CMC Section 21.86.040(G)) 15% of base units: 15% x.145 = 21.8 or 22 VLI affordable units (50% AMI) 145 x 50% = 72.5 or 73 density bonus units 218 dwelling units (52.9 du/ac) lnclusionary Housing Requirement (Carlsbad Municipal Code Chapter 21.85) Total proposed units: lnclusionary units: Parking 218 dwelling units 218 total units x 12.5% (City Council Policy 57 Section 2(c)) = 27 inclusionary units Pursuant to AB 2097, due to the Site's proximity within 0.5 miles to Carlsbad Village Station, a major transit stop, there is no onsite parking requirement. However, the Project is proposing to utilize the Density Bonus Parking Standards per Government Code Section 65915(p)(2), which require a minimum of 0.5 parking spaces per unit. Waivers Requested 1. Waiver of VBMP FC Supplemental District Standard 2. 7.4(G)(1) limiting maximum building height to 45 feet and 4 stories. The proposed Project would include building heights up to five stories, with a maximum building height of 56 feet. However, the fourth and fifth stories of the residential buildings will include varying setbacks, plane breaks, and articulation to minimize the appearance of the fifth floor. Imposing a 45 feet and four story height limit would reduce the Project's developable floor area and would physically preclude construction of the proposed project at the density permitted by CMC Chapter 21.86. A waiver of maximum building height does not result in a specific adverse impact upon public health and safety, the physical environment, or a listed historical property. 2. Waiver of VBMPArea-Wide Standard 2.6.2(C)(4)(c) to limit architectural features up to 1 O feet above maximum building height. As a result of the use of a Density Bonus waiver to permit an increased building height of 56 feet, an additional waiver is required for the above referenced standard. Imposing the height limit of architectural features to 10 feet above the maximum building height would physically preclude the project from having a fifth story and therefore would preclude the construction of the proposed project at the density permitted by CMC Chapter 21.86. A waiver of height limits architectural features does not result in a specific adverse impact upon public health and safety, the physical environment, or a listed historical property 3. Waiver of VBMP Area-Wide Standard 2.6.2(C)(4)(b) to limit roof structures above the building height maximum: (i) guardrails, roof deck amenities, trellises, parapets up to 42 inches above maximum height and (ii) roof structures specdically for the housing of elevators and stairways up to 10 feet above maximum height. To accommodate elevator access to the rooftop parking level, two elevator towers will require heights up to 14 feet above the maximum building height of 56 feet. All other roof top structures will be within 10 feet of the maximum building height. Imposing the 10 foot height limit on roof structures would eliminate access to the upper floors and thereby reduce the Project's developable floor area and would physically preclude the construction of the proposed project at the density permitted by CMC Chapter 21.86. A waiver of height limits on roof structures does not result in a specific adverse impact upon public health and safety, the physical environment, or a listed historical property. 4. Waiver of VBMP FC Supplemental District Standard 2. 7.4(G)(2)(b) to limit the total square footage of enclosed fourth floor space not to exceed 80% of the largest floor space below. The proposed Project will include up to five stories. The fourth and fifth stories of the residential building will include varying setbacks and the total enclosed fourth and fifth floor space of the residential buildings will be less than the floors below. Additionally, the residential buildings facing Carlsbad Village Drive are set back approximately 150 feet from the street. Requiring the project to limit its fourth floor area to 80% of the largest floor below would significantly limit the gross floor area of the project and therefore reduce the amount of units able to fit within the project and would physically preclude construction of the proposed Project at the density permitted by CMG Chapter 21.86. A waiver of the requirement limiting total square footage of the enclosed fourth floor space does not result in a specific adverse impact upon public health and safety, the physical environment, or a listed historical property. 5. Waiver of VBMP Area-Wide Standard 2.6.1(A)(3) to require vehicle access be taken from an alley and limit driveway apron to 20 feet. The proposed Project will close two of three existing vehicular access points to the Site along Carlsbad Village Drive. The remaining existing access driveway apron on Carlsbad Village Drive will be reduced from its existing width of approximately 50 feet to 24 feet and will maintain the existing westbound left turn pocket lane on Carlsbad Village Drive into the Project. Further, the Project will maintain access from the alley. Requiring the Project to take all vehicular access from the alley would require additional onsite circulation, driveways, and fire access roadways and would reduce the buildable footprint of site and physically preclude construction of the proposed project at the density permitted by CMG Chapter 21.86. A waiver of the requirement to take all vehicular access from an alley and limit the driveway apron to 20 feet does not result in a specific adverse impact upon public health and safety, the physical environment, or a listed historical property. 8/4/2023 D. Study Intersections: [NOTE: Subject to revision after other projects, trip generation and distribution dre determined, or comments.) ' Carlsbad Village Dr/ Project Drivewoy 5 ' Carlsbad Village Dr/ Hard mg St 3 8 s 5 E. Study Roadway Segmenh; (NOTE: Subject to revision after other projects, trip generation and d,stribution are determined, or comments.) ' Carlsbad Village Dr: I-S to Harding St (MMLOS: Bike, Ped, Transit) 2 Oak Ave.: 1-5 to Harding St (MMLOS:Ped, Bike) F. Other Jurisdictional Impacts 8 s rn Is this project within any other Agency's Sphere of Influence or one-mile radius of boundaries? If so, name of Jurisdiction: G. Site Plan (anach a legible 11' , 17' rnpyl See attached site plan. H. Specific Issues to be addressed in the Study {in addition to the standard analysis described In the Guidelines· (To be filled out by Engineering Division) D Yes A site access memo will be prepared evaluating site access and queuing, specifically in existing turn pockets. The traffic memo will provide MM LOS analysis of bicycle, pedestrian, and transit modes a Ions the project frontage. In addition, sight distance issues and entrance into the parking garage will need to be addressed in the traffic analysis. Access to the site will be provided from Carlsbad Village Dr and Oak Ave. Commercial traffic may access the site via Carlsbad Village Drive only, with commercial parking in surface stalls adjacent to the buildings and additional parking in the structure. Commercial parking in the structure will not be gated. Residential traffic may ,ilso via Carlsbad Village Drive, with secondary access via Oak Avenue. Residential parking will be gated on both sides; Oak Avenue will be restricted 10 residential traffic only. Recommended by: Shankar Ramakrishnan, P.E. Consultant's Respresentative Scoping Agreement Submitted on, Scoping Agreement Resubmitted on: App,~,dS,oplog Ag,e,m,o<, ,~ S( I-- City of Carlsbad Traffic Engineering Division September 28, 2022 Date September 28, 2022 Date August 4, 2023 Date Aug. 9, 2023 Date N:\36S1\Scoping\3651 Scoping Agreement (rev) Project Trip Generation Summary Carlsbad Village Mixed Use Daily Volumes AM Peak Hour PM Peak Hour Land Use Quantity Rate ' Volume Rate Split Ln Out Total Rate Split Proposed Project Apartment (Multi-family units more than 20 DU/acret 218 DU 6 /DU 1,308 8% 20%: 80% 21 84 105 9% 70%: 30% Supermarket 5.8 KSF 150 /KSF 870 4% 70%: 30% 25 10 35 10% 50%: 50% Quality Restaurant 8 KSF 100 /KSF 800 1% 60%: 40% 5 3 8 8% 70%: 30% Proposed Project Subtotal 2,978 51 97 148 Existing to be replaced Neighborhood Shopping Center° 54.2 KSFd 120 /KSF 6,504 4% 60%: 40% 156 104 260 10% 50%: 50% ~Jf~~,rf ·,-,, ,:.. -. ;=.._-.~~..i..:•-~-:. -,c_ -----.. -Foot11otes: a. Trip generation rates from SAN GA O's (Not So) Brief Guide of Vehicular Traffic Generation Rates for the San Diego Region, April 2002. ("SAN DAG Brief Guide") b. The site acreage is 4.12 therefore the residential density calculates 10 53 DU/acre (218 / 4.12 = 53). c. Per SANDAG this land use is typically less than 15 acres, less than 125,000 sq. fl., w/usually grocery & drugstore, cleaners, beauty & barber shop, & fast food services) The existing 4.12 acre, 58.7 KSF site contains all of these individual uses including: grocery, drugstore, cleanecs, barber shop, and eating establishments. In 83 44 45 172 325 Therefore, the SANDAG "Neighborhood Shopping Center" rate is appropriate for the existing site. This rate accurately reflec.ts the operations of a shopping center as a whole including trip-chaining and internal interaction between individual uses that are typical of similar shopping centers. lf specific trip rates for existing individual uses within the shopping center were applied, this would increase the existing trip generation and therefore overstate the net trip reduction associated with the proposed project. The individual use trip rates pertain to isolated uses and do not accurately reflect driveway trips for a combined shopping center. d. The existing land use credit is conservatively calculated based on the square footage occupied as of April 2023. Currently, 54,175 sfof tbe total 58,735 sf shopping center (approximately 92%) is occupied. Out Total 35 118 43 87 19 64 97 269 325 650 Using the full square footage to calculate the existing use credit, the existing site would be calculated at 7,048 ADT, resulting in a net reduction of 4,070 ADT with the proposed project. N:13651\Trip Generation\Trip Generation 6/30/2023 11:26 AM LINSCOTT LAW & GREENS PAN engineers ( City of Carlsbad WELO WORKSHEETS LANDSCAPE MANUAL APPENDIX F P-25(C) Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www .carlsbadca.gov WATER EFFICIENT LANDSCAPE WORKSHEET This worksheet is filled out by the project applicant and it is a required element of the Landscape Documentation Package. HYDROZONE INFORMATION TABLE Please complete the hydrozone table(s) for each hydrozone. Use as many tables as necessary to provide the square footage of landscape area per hydrozone. Controller Hydrozone* Zone # or Valve 1 LW TBD 2 MW ,~, > HW TBD 4 HW TBD Total • Hydrozone VLW -Very Low Water Use Plants LW -Low Water Use Plants MW -Moderate Water Use Plants HW -High Water Use Plants P-25(C) Irrigation Plant Method** Type/Factor""'"' D D RO 0 ' ' ' 27 054 SF *•tm·gation Method MS = Micro-spray S = Spray R = Rotor RO -Rotator B= Bubbler D= Drip 0 = Other Page 1 of4 (PF) .3 .5 .8 .8 Hydrozone % of Total Area (Sq. Ft.) Landscaped Area 23 323 SF Ol.•.L ·10 2 731 SF 10.1% n "F 0% 1 000 SF 3.7% 100% ***Plant Factor from WUCOLS Ill or list as water feature as appropriate CITY OF CARL''' NOV 1 4 20<1 PLANNING Di, .. o Revised 3122 - MAXIMUM APPLIED WATER ALLOWANCE A landscape project subject to the Water Efficient Landscape Ordinance shall include the MAWA for the plans, including the calculations used to determine the MAWA. A landscape project shall not exceed the MAWA. The MAWA for a landscape project shall be determined by the following equations: Residential: Commercial/Industrial: MAWA = (ETo)(0.62)[(0.55 x LA)+ (0.45 x SLA)] MAWA = (ETo)(0.62)[(0.45 x LA)+ (0.55 x SLA)] The abbreviations used in the equation have the following meanings: MAWA ETo 0.62 0.55/.045 (x LA) LA 0.45/0.55 (x SLA) SLA Show Calculation: Maximum Applied Water Allowance in gallons per year. Evapotranspiration in inches per year. Conversion factor to gallons per square foot. ET adjustment factor (ETAF) for plant factors and irrigation efficiency. Landscaped area includes special landscaped area in square feet. The additional ET adjustment factor for a special landscaped area (eg, 1.0 -0.55 = 0.45). Special landscaped area in square feet. [(40)(.62)] [(.45)(27,054)+(.55 x O)] = 301,923 GAL./YR MAXIMUM APPLIED WATER ALLOWANCE= ---~3~0~1-~93~6~--GALLONS PER YEAR P-25(C) Page2of4 Revised 10/21 ESTIMATED TOTAL WATER USE A landscape project subject to the Water Efficient Landscape Ordinance shall include the ETWU for the plans, including the calculations used to determine the ETWU. The ETWU for a proposed project shall not exceed the MAWA. The following equation shall be used to calculate the ETWU for each landscaped area and the entire project: ETWU = (ETo)(0.62{ PF ~HA+ SLA J The abbreviations used in the equation have the following meanings: ETWU Estimated total water use in gallons per year. ETo Evapotranspiration in inches per year. 0.62 Conversion factor to gallons per square foot. PF Plant factor from WUCOLS Ill HA Hydrozone Area in square feet. Each HA shall be classified based upon the data included in the landscape and irrigation plan as high, moderate, low, or very low water use. IE Irrigation Efficiency of the irrigation method used in the hydrozone. SLA Special landscaped area in square feet. Please use the following "Hydrozone Table for Calculating ETWU" form to document the calculation. P-25(C) Page 3 of 4 Revised 10/21 Ai-st American Title Insurance Company Order Number: NCS-1177654-0NTl Page Number: 2 Dated as of May 03, 2023 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined Order Number: NCS-11776S4-0NT1 Page Number: 3 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: GRT Carlsbad Village, LLC, a Delaware limited liability company The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee Simple The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2023-2024, a lien not yet due or payable. 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3. Abutter's rights of ingress and egress to or from freeway have been relinquished in the document recorded April 04, 1952 as Book 4425, Page 246 of Official Records. (Affects Parcel D) 4. Terms and Conditions of that certain Lease dated April 1, 1961, by and between Peter D. Aguilar and Luise W. Aguilar, husband and wife, collectively, as lessor ("Ground Lessor''), and Dawson Homes, Incorporated, a California corporation, as lessee ("Dawson Homes"), which was recorded as of October 31, 1963, as Instrument No. J952Sf of the Official Records That certain Modification of Lease dated as of November 5, 1962, by and between Ground Lessor and E. W. Dawson Corporation, Ltd., a corporation ("E. W. Dawson''), as successor in interest to Dawson Homes. That certain Second Modification of Lease dated as of September 11, 1963, by and between Ground Lessor and E. W. Dawson. A''rst American Title Insurance Company r Order Number: NCS-1177654-0NTl , Page Number: 4 Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 5. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded April 13, 1964 as Instrument No. 66432 of Official Records. In Favor of: San Diego Gas and Electric Company Affects: as described therein (Affects Parcel A) 6. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded April 13, 1964 as Instrument No. 66433 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein (Affects Parcels A and D) 7. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded December 30, 1968 as Instrument No. 228130 of Official Records. In Favor of: San Diego Gas and Electric Company Affects: as described therein (Affects Parcels A and D) 8. Abutter's rights of ingress and egress to or from freeway have been relinquished in the document recorded April 01, 1969 as Instrument No. 54§12 of Official Records. (Affects Parcel D) 9. Non-exclusive easement for ingress and egress designated as "Parcel 2" in an unrecorded lease dated October 09, 1968, executed by Peter D. Aguilar and Luise W. Aguilar, his wife as lessor and Texaco Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded June 25, 1969 as Instrument No. !145!)_§ of Official Records. (Affects Parcel C) First AmenCan Title Insurance Company Order Number: NCS-1177654-0NTl Page Number: 5 10. An easement for a line of pipe and all necessary and proper fixtures and equipment for use in connection therewith, for the transmission and distribution of gas and for all purposes connected therewith together with the right of ingress thereto and egress therefrom and incidental purposes, recorded January 19, 1970 as Instrument No. 9649 of Official Records. In Favor of: San Diego Gas and Electric Company, a corporation Affects: as described therein (Affects Parcel D) 11. An easement for the transmission and distribution of electricity for all purposes, underground facilities consisting of conduits, manholes, handholes and junction boxes with wires and cables placed therein and aboveground structures consisting of pads, transformers, and other aboveground structures necessary for the operation of said underground facilities and all miscellaneous equipment, and material connected therewith, together with the right of ingress thereto and egress and incidental purposes, recorded December 27, 1971 as Instrument No. 301142 of Official Records. In Favor of: San Diego Gas and Electric Company, a corporation Affects: as described therein (Affects Parcel C) 12. Terms and provisions of an unrecorded lease dated September 28, 1982, by and between E.W. Dawson Corporation as lessor and Albertson's, Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded January 11, 1994 as Instrument No. i994-024337 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 13. A document entitled "Notice of Restriction on Real Property" recorded May 06, 2019 as Instrument No. 2019-167740 of Official Records. 14. A deed of trust to secure an original indebtedness of $11,750,000.00 recorded September 21, 2022 as Instrument No. 2022-0371043 of Official Records. Dated: August 29, 2022 Trustor: GRT Carlsbad Village, LLC, a Delaware limited liability Trustee: Beneficiary: company Fidelity National Title Insurance, a California corporation First Republic Bank (Affects Fee and leasehold interest) A document entitled "Assignment of Leases" recorded September 21, 2022 as Instrument No. 2022- 0371041 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust. 15. An ALTA/NSPS survey of recent date which complies with the current minimum standard detail requirements for ALTA/NSPS land title surveys. First American Title Insurance Company ( ~rder Number: NCS-1177654-0NTl ~ Page Number: 6 16. Water rights, claims or title to water, whether or not shown by the Public Records. 17. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey. 18. Rights of parties in possession. A'rst American Title Insurance Company INFORMATIONAL NOTES Order Number: NCS-1177654-0NTl Page Number: 7 ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2022-2023, First Installment: Second Installment: Tax Rate Area: APN: (Affects Parcel A) $95,335.62, PAID $95,335.62, PAID 09098 203-320-53-00 2. Taxes for proration purposes only for the fiscal year 2022-2023. First Installment: Second Installment: Tax Rate Area: APN: (Affects Parcel B) $5,699.90, PAID $5,699.90, PAID 09098 203-320-54-00 3, Taxes for proration purposes only for the fiscal year 2022-2023. First Installment: Second Installment: Tax Rate Area: APN: {Affects Parcel C) $8,364.82, PAID $8,364.82, PAID 09098 203-320-55-00 4. Taxes for proration purposes only for the fiscal year 2022-2023. First Installment: Second Installment: Tax Rate Area: APN: (Affects Parcel D) $19,146.47, PAID $19,146.47, PAID 09098 203-320-56-00 5. Supplemental taxes for the fiscal year 2021-2022 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $25,357.63, PAID Penalty: $0.00 Second Installment: $25,357.63, PAID Penalty: $0.00 Tax Rate Area: 09098 A'rSt American Title Insurance Company A. P. No.: (Affects Parcel A) 819-227-35-71 Qrder Number: NCS-1177654-0NTl • Page Number: 8 6. Supplemental taxes for the fiscal year 2021-2022 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $707.97, PAID Penalty: $0.00 Second Installment: $707.97, PAID Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 819-227-35-81 (Affects Parcel B) 7. Supplemental taxes for the fiscal year 2021-2022 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $1,527.10, PAID Penalty: $0.00 Second Installment: $1,527.10, PAID Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 819-227-35-91 (Affects Parcel C) 8. Supplemental taxes for the fiscal year 2021-2022 assessed pursuant to Chapter 3.5 commencing with Section 75 of the california Revenue and Taxation Code. First Installment: $4,189.08, PAID Penalty: $0.00 Second Installment: $4,189.08, PAID Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 819-227-36-01 (Affects Parcel D) 9. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Commercial Structure known as 945, 1025, 1055 and 1065 Carlsbad Village Drive, Carlsbad, CA. (Affects Parcels A, C and D) 10. The property covered by this report is vacant land. {Affects Parcel B) 11. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: Arst American Title Insurance Company \ Order Number: NCS-1177654-0NTi Page Number: 9 A document recorded December 09, 2021 as Instrument No. 2021-0834051 of Official Records. From: BRFI Carlsbad, LLC, a Delaware limited liability company To: GRT Carlsbad Village, LLC, a Delaware limited liability company, as to an undivided 92.75% interest and 6AZ TP4, LLC, a Delaware limited liability company, as to an undivided 7.25% interest, as tenants in common A document recorded September 21, 2022 as Instrument No. 2022-0371040 of Official Records. From: 6AZ TP4, LLC, a Delaware limited liability company To: GRT Carlsbad Village, LLC, a Delaware limited liability company, all of Grantor's undivided 7.25% interest 12. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only, It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 13. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: First American Title Insurance Company r Qrder Number: NCS-1177654-0NTl Page Number: 10 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILTIY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. S. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of california. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the california Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, If any, to which this map is attached. Rrst American Title Insurance Company LEGAL DESCRIPTION Order Number: NCS-1177654-0NTl Page Number: 11 Real property in the City of Carlsbad, County of San Dlego, State of California, described as follows: PARCELS A THROUGH DAS SHOWN ON "CITY OF CARLSBAD M.S. 2018-0014", IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP THEREOF NO. 21699 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 16, 2019. APN: 203-320-53-00 (Affects Parcel A) 203-320-54-00 (Affects Parcel B) 203-320-55-00 (Affects Parcel C) 203-320-56-00 (Affects Parcel D) First American Title Insurance Company r NOTICE Qrder Number: NCS-1177654-0NTl Page Number: 12 Section 12413.1 of the Qlllfornia Insurance Code, effective January 1, 1990, requires that any title insurance company, undeiwritten title company, or controlled escrow company handling funds In an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may tie disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, ~ease use wire transfer, c;ashier's checks, or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your local First American Office for more details. First American Title Insurance Company Privacy Policy We Are Committed to Safeguarding Customer Information Order Number: NCS-1177654-0NTl Page Number: 13 In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include; • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company ( c;:>rder Number: NCS-1177654-0NTl Page Number: 14 CL TA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03·10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unles.s they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Covered Risk 16: 1% of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is les.s) Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is les.s) Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) Our Maximum Dollar Limit of Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions In Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and Is binding on you if you bought the land without knowing of the taking 3. Title Risks: First American Title Insurance Company (a) that are created, allowed, or agreed to by you Order Number: NCS-1177654-ONTl Page Number: 15 (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records (c) that result in no loss to you (d) that first affect your title alter the Policy Date --this does not limit the labor and material lien cove@ge in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Tltle Risks. 2006 ALTA LOAN POLICY (06-17-06} EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exdusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2, Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the TI tie that would be disclosed by an First American Title Insurance Company ( accurate and complete land survey of the Land and not shown by the Public Records. ~rder Number: NCS-1177654-ONTl Page Number: 16 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17·06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv, environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not disclosed m writing to the Company by the Insured Claimant prior to the date the Insured Oaimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is a. a fraudulent conveyance or fraudulent transfer; or b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown In Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a}, (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07·26-10) EXCLUSIONS FROM COVERAGE First American Title Insurance Company Order Number: NCS-1177654-0NTl Page Number: 17 The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured daimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6, Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk ll(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. A"rst American Title Insurance Company