The URL can be used to link to this page

Home My WebLink AboutPRE 2023-0040; CASCADA VERDE REDESIGN - SB 330; Preliminary Review (PRE)Table Of Contents Filename Pages Document 1. SB330 Application 5 Form P-32 - Preliminary Housing Development (SB330) Pre-Application 2. P-1(H) and Explanation 6 Density Bonus Application 3. Aerial Photo 1 Aerial Site Photograph 4. Legal Description 1 5a. Conceptual Grading Plan 1 5b. Draft Jurisdictional Delineation 1 5c. Survey 1 6. Draft Architecture 8 These are extremely preliminary and are for general understanding only. Ignore any numbers 7. Draft Fuel Mod 1 Draft Fuel Modification Exhibit 8. Conceptual Utility Plan 1 9. Tax Map 1 10. CV Site Development Budget 32 {city of Carlsbad Preliminary Housing Development {SB-330) Pre-Application P-32 [Til SUBMITTAL INFORMATION Community Development Dept. Planning Division 1635 Faraday Avenue (442) 339-2600 www,F,arlsbadca.gov Refer to 1B-132 for information All forms must be completed, signed, and submitted as a PDF attachment to your submittal. Please refer to info- bulletin IB-132 for additional information. APPLICATION & PAYMENT Application & Materials Provide an electronic copy of your application and required documents on a flash drive or a CD. All items, including additional pages, supporting documents, studies, plans, and reports, must be saved as individual PDFs and labeled accordingly. □ Fees Payment of fees is required for all pre-applications. Payment via check, electronic check, or credit card is required before project review or processing. Once the application is submitted, city staff will follow up electronically with an invoice for the total fee amount. Fees may be paid on line, in-person or dropped off at 1635 Faraday Avenue for processing. PHOTOGRAPHS Aerial Site Photograph Provide aerial photographs showing existing site conditions of environmental site features that would be subject to regulations by a public agency, including creeks and wetlands. LEGAL DESCRIPTION Legal Description Include a legal description of the specific location. The best place to find a legal description is usually the most recent deed to the property. PLANS . ~ C ( 1) u,,,t.e,.+-v-1.. tr~.;." P/11-1/ (i) Dr.if-I-J /) t.n.{ (J) ,S.,,,..ve"J Condensed Site Plan .,~ 4' v Provide a site plan showing the location on the property. Show the location of any recorded public easement, such as easements for storm drains, water lines, and other public rights of way. Indicate location of any stream or other resource that may be subject to a stream bed alteration agreement pursuant to Chapter 6 ( commencing with Section 1600) of Division 2 of the Fish and Game Code. Please attach a separate site plan and elevations on a digital sheet size of minimum 8 ½ -inches by 11-inches and maximum 11-inches by 17-inches. Condensed Elevations Provide elevations showing design, color, and material, the building height and massing, and approximate square footage of each building. P-32_Preliminary Housing Development Pre-Application (11/2021) Page 1 of 5 8 DISCLOSURE DOCUMENTS Before the application can be accepted, the owner of each property involved must provide asignature to verify the pre-application is being filed with their consent. Staff will confirm ownership based on the records of the city or county assessor. In the case of partnerships, corporations, LLCs or trusts the agent for service of process or an officer of the ownership entity so authorized may sign as stipulated below. ■ Ownership Disclosure. Include current signature authorization for the person or persons signing the application. For a corporation, a chairman, president or vice-president AND a secretary, assistant secretary, CFO or assistant treasurer must sign. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. For an LLC, attach an official paper listing the individual as a Member of the LLC with sole authority to bind the organization. For a partnership, attach an official document identifying the individual as a general partner with sole authority to execute documents on behalf of the limited partnership. A letter of authorization, as described below, may be submitted provided the signatory of the letter is included in the Ownership Disclosure. Include a copy of the current partnershipagreement, corporate articles, or trust document as applicable. ■ Letter of Authorization (LOA). A LOA from a property owner granting someone else permission to sign the pre-application form may be provided if the property is owned by a partnership, corporation, LLC or trust or in rare circumstances when an individual property owner is unable to sign the pre-application form. To be considered for acceptance, the LOA must indicate the name of the person being authorized to file, their relationship to the owner or project, the site address, a general description of the type of application being filed and must also include the language in items a-c below. In the case of partnerships, corporations, LLCs or trusts the LOA must be signed by the authorized signatory as shown on the Ownership Disclosure or, in the case of private ownership, by the property owner. Proof of Ownership for the signatory of the LOA must be submitted with said letter. ■ Grant Deed. Provide a copy of the Grant Deed if the ownership of the property does not match city or county assessorrecords. The Deed must correspond exactly with the ownership listed on the application. ■ Multiple Owners. If the property is owned by more than one individual (e.g. John and Jane Doe or Mary Smith and Mark Jones) signatures are required of all owners. a. I hereby certify that I am the owner of record of the herein previously described property located in the City of Carlsbad which is involved in this pre-application or have been empowered to sign as the owneron behalf of a partnership, corporation, LLC or trust as evidenced by the documents attached hereto. b. I hereby consent to the filing of this pre-application on my property for processing by the City of Carlsbad Planning Division for the sole purpose of vesting the proposed housing project subject to the zoning ordinances, policies, and standards adopted and in effect on the date that this pre-application is deemed complete. Further, I understand thatthis pre-application will be terminated and vesting will be forfeited if the housing development project is revised such that the number of residential units or squarefootage of construction increases or decreases by 20 percent or more, exclusive of any increase resulting fromthe receipt of a density bonus, incentive, concession, waiver, or similar provision, and/or an application requesting approval of an entitlement is not filed with the City of Carlsbad Planning Division within 180 days ofthe date that this pre-application is deemed complete. P-32_Preliminary Housing Development Pre-Application (11/2021) Page 5 of 5 {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 1B-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. ✓ PROPERTY DESCRIPTION * 1 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. ✓ PROJECT DESCRIPTION # 2_ 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 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 ✓ CONCESSION(S)/INCENTIVE(S), if requested1 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: o The City's usual development standard and the requested concession/incentive o 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: o 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_SB 35 Permit Streamlining Checklist Page 1 of 3 .. ii ·,c DENSITY BONUS TABLE 1 % 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 . . . 25% 27.5% 30% 32.5% 35% 38.75% ' . . . . . . . 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% Senior1 -. 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. 4 No affordable units are required. The bonus is limited to 20% of the number of senior units only if no units are affordable. (city of Carlsbad College Students6 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_5B 35 Permit Streamlining Checklist (3/22) Page 3 of 3 DENSITY BONUS SUPPLEMENTAL CHECKLIST EXPLANATIONS I. PROJECT LOCATION a. Street Address: None Known b. General Location: Northwest Corner of Altiva Place and Alicante Road Carlsbad, Ca 92009 c. APN: 215-240-36-00 II. PROPERTY DESCRIPTION #1 a. General Info: The site was formerly used for gatherings, meetings, weddings, etc. There is a large brick patio on site. The site is approximately 3.68 gross acres wedged in between 3 roads and two (2) condo communities. There is drainage running through the site (see the Draft Jurisdictional Delineation). b. General Plan Designation= RMH c. Zoning= RD-M d. Max density allowed by zoning= 56 {3.68 acres x 15 du/ac; rounded up) Ill. PROPERTY DESCRIPTION #2 a. General Description: The project is an 84 unit rental apartment project (excluding ADUs) clustered in the southwest portion of the site. No PUD proposed. b. Total number of units proposed: 84 (56 Base Units+ 28 Density Bonus Units) c. Type of Housing: The proposed project consists of one (1) large building with residential over a podium parking garage. It will likely be built in one phase but to the extent the building department allows staggered move-ins while units are being finished, the developer would like to explore this. d. Number, location and income level of proposed affordable units: Per state density bonus law, a fifty percent (50%) density bonus is allowed if the project provides nine (9) income restricted units in the very low income category. The exact location of the units is to-be-determined but it's likely they will be non-view units. e. Project Access, infrastructure and amenities: Access shall be from Altisma on the west with one access point only. Domestic water is adjacent to the site. Currently the developer is analyzing the sewer strategy but it's likely the building will sewer into an existing manhole on the property (see Draft Utility Exhibit). Amenities are TDB, however, early conceptual siteplans boast a sun deck/ gathering area, and an onsite gym. This is a rental project and is not subject to the for-sale PUD requirements. IV. DENSITY CALCULATIONS a. Density Calculation: LA COSTS 3. 68 DENSITY CALCULATION Ref. Calculation O.soripdon A Gross Acreage B Units per Acre Base Density C AXB=C (Unrounded) Base Density D =Roundup(C,0) (Rounded) Density Bonus E Amount Density Bonus Units F DxE=F (Unrounded) Density Bonus Units G = Roundup(F ,0) (Rounded) Total Allow able Units H D+G=H (Pre-ADU) I llnca•• ~ H 1SX,O) fwstricted Units • 3.68 15 55.2 56.00 50% 28.00 28 84 9 Notes Work with Staff to secure the maximum acreage 11ia an Exclusion (§2195.150), Modification (§2135160), revised Slope Analysis, or possibly an Exemption (111a a 1 Lot Option in §21. 35. 040) Maximum density in RD-Mis 15DU/Acre Per California Code Section 65315(a), all sums are rounded up 50% bonus per State Density Bonus Law for 15% .. very-low .. Round Up Per State Density BonusLaw I Ass-.-.s 15¾ are Ver,- Low lncoae b. Income Level: The current calculation contemplates providing 15% of the base units as "Very-Low Income." Developer desires to reevaluate this during the entitlement process. c. Concessions/ Incentives: Developer looks forward to a collaborative effort with the City to determine these. Currently, the Developer contemplates these: i. #1 -Setbacks ii. #2 -Height iii. #3 -Held for Future Use d. Waivers: TBD V. CONCESSIONS/ INCENTIVES: a. Height i. City Standard vs. Request: The City standard is 35' and the proposed project may reach approximately 55' from Altisma, including protrusions and depending how it is measured. ii. Cost Reduction Explanation: Allowing the clustering of density into a smaller footprint, and building higher (i.e. building "up" instead of "out) drastically reduces the total onsite development costs and the increase in units as a result of density bonus drastically reduce the cost per unit. The prior 35-unit Cascada Verde project, which was more spread out and impacted most of the site, had enormous development costs. The exorbitant development costs are a result of a spread out project and this led to its financial infeasibility. The cost savings, will absolutely make the project more financially feasible. iii. Cost Documentation: The Developer has provided a detailed cost analysis of the prior project from a 3rd party consultant. Many many items will be eliminated or reduced with the proposed project. For example, 80%+ of the walls will be reduced, most of the paving and concrete work will be eliminated, etc. iv. Adverse effects on Environment? No, as mentioned above, this reduces the impacts on the environment v. Adverse impact on public safety? None known b. Setbacks i. City Standard vs. Request: See Below City Proposed Standard Project Front (Alicante} 20' 10' Street Side (Altisma) 10' 5' Interior Side 5' 100'+ Rear 10' 10'+ Subterranean O' 0'-5' ii. Cost Reduction Explanation: Shifting the parking garage towards Alicante Rd. and Altisma Wy reduces the impacts to the site which results in savings in grading, walls environmental costs, etc .. As the development creeps into the lower stream areas to the east, the project becomes more expensive and/or infeasible due to environmental constraints. Shifting it to the west allows for a more efficiently designed parking garage resulting in more parking spaces and more revenue as well. The cost savings from this incentive is required to make the project financially viable. iii. Cost Documentation: See the budget for the prior Cascada Verde project for costsof the prior project. iv. Adverse effects on Environment? No, as mentioned above, this reduces the impacts on the environment v. Adverse impact on public safety? None known La Costa Apartments 1000 ft N ➤➤ N LEGAL DESCRIPTION PARCEL 4 OP PARCEL MAP NO. il!2, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEOO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 21, 1984 AS INSTRUMENT NO. 84--061796 OF OFFICIAL RECORDS. APN: 215-240-36 47 46 3 6 3 5 GARAG E F L O O R B 35.00 LIVING FLOOR 1 47.00 GARAGE FLOOR B 35.00 GARAG E F L O O R A 47.00 4 8 34 LIVING F L O O R 2 59.00 PARCEL 4PARCEL MAP 13158 4 2 ALTIVA PLACE A L I C A N T E R O A D ALTISM A W A Y SECTION A-A SCALE: HORIZONTAL: 1"=20 VERTICAL: 1"=10' SECTION B-B SCALE: HORIZONTAL: 1"=20 VERTICAL: 1"=10' SECTION C-C SCALE: HORIZONTAL: 1"=20 VERTICAL: 1"=10' B B CC A A PARCEL 4 PM 13158 CONCEPTUAL GRADING PLAN JOB NO. DATE: SHEETC 16390 Greenwich Dr San Diego, Ca 92122 fuscoe.com RF U L L C I R C L E T H I N K I N G E N G I N E E R I N G FUSCOE Suite 170 Da t e : 5 / 4 / 2 0 2 3 - L a s t s a v e d b y : m m c g i n n i s - P a t h : Z : \ P r o j e c t s \ j 1 5 2 2 8 0 1 \ M A P D O C \ W O R K I N G \ C a s c a d a V e r d e _ J D . m x d Alicante R d Via de Fortuna Fortuna Caringa W a y A v e nid a d e P alais A ve nid a V alera Vista Mariana AltismaWay AltivaPl Jurisdictional Delineation Cascada Verde SOURCE: ESRI 2022; City of Carlsbad 2022 0 15075Feetn Project BoundaryJurisdictional Delineation USACE/RWQCB/CDFW CDFW OnlyCarlsbad HMP Pre-existing Natural Open Space Preserve FIGURE 1 DUDEK 12 Job No. Date ENVIRONMENTAL MAP Site PlanALICANTE Carlsbad, California LANSHIRE HOUSING PARTNERS INC.2023-088 2023-03-14 FOUND 2.5" DISK PER MAP NO. 13158 FOUND 2.5" DISKPER MAP NO. 13158 FOUND 2.5" DISKPER MAP NO. 13158 FOUND 2.5" DISKPER MAP NO. 13158 FOUND 2.5" DISKPER MAP NO. 13158 FOUND 1" OPEN PIPEPER MAP NO. 13158 TBM#2FOUND 3/4" REBARW/CAP LS 4381 FOUND 1" PIPE N 2 1 ° 5 0 ' 1 0 " E 1 9 1 . 0 1 ' ( M ) N 43 ° 3 2 ' 4 8 " E 1 5 1 . 9 3 ' ( M ) N 64 ° 5 9 ' 0 0 " W 2 5 7 . 2 2 ' ( M ) N 2 5 ° 0 1 ' 0 0 " E 3 7 8 . 7 9 ' ( M ) N 82°31'05" E 120.00 ' ( M ) N 64° 5 6 ' 3 2 " W 2 5 7 . 2 2 ' ( R ) N 2 5 ° 0 3 ' 2 8 " E 3 7 8 . 7 9 ' ( R ) N 82°33'33" E 120.00'(R ) C1 CURVE RADIUS ARC LENGTH CHORD LENGTH CHORD BEARING DELTA ANGLEC1(M) 230.00'281.00'263.85'N 07°36'06" E 70°00'02" CURVE RADIUS ARC LENGTH CHORD LENGTH CHORD BEARING DELTA ANGLEC1(R) 230.00'281.00'--70°00'00" L1 LINE BEARING DISTANCEL1(M) N 42°36'05" E 20.15' LINE BEARING DISTANCEL1(R) N 42°38'33" E 20.15' C2 C2(M) 40.00'80.46'67.57'N 15°01'26" W 115°15'02" C2(R) 40.00'80.46'--115°14'58" L2 L2(M) N 72°38'53" W 26.30' L2(R) N 72°36'25" W 26.30' C3 C3(M) 558.00'198.55'197.50'S 82°50'30" E 20°23'14" C3(R) 558.00'198.55'--20°23'14" C4 C4(M) 25.00'39.36'35.42'N 41°51'41" E 90°12'23" C4(R) 25.00'39.36'--90°12'37" C5 C5(M) 330.00'199.75'196.72'N 14°05'54" E 34°40'53" C5(R) 330.00'199.77'--34°41'05" L3 L3(M) N 58°33'38" W 8.30' L3(R) N 58°31'10" W 8.30' L4 L4(M) N 14°21'19" W 57.95' L4(R) N 14°18'51" W 57.95' N 2 1 ° 5 2 ' 3 8 " E 1 9 1 . 0 1 ' ( R ) L5 L5(M) N 68°09'50" W 20.41' L5(R) N 68°07'22" W 20.41' N 43° 3 5 ' 1 6 " E 1 5 1 . 9 3 ' ( R ) L6 L6(M) N 86°25'14" E 72.56' L6(R) N 86°27'42" E 72.56' C6 C6(M) 370.00'62.45'62.38'S 04°37'11" W 9°40'14" C6(R) 370.00'62.45'--9°40'13" ALT I S M A W A Y 60' W I D E P R I V A T E R O A D PER ( I N S T R U M E N T N O . 7 3 - 2 8 9 3 1 3 ) 35' W I D E A S P H A L T P A V E M E N T ALICANTE RO A D82' WIDE PUBLIC R I G H T - O F - W A Y PER (INSTRU M E N T N O . 7 3 - 2 8 9 3 1 3 ) 60' WIDE ASP H A L T P A V E M E N T ALTI V A P L A C E PRIVA T E R O A D 36' W I D E A S P H A L T P A V E M E N T MULTI OWNERMULTI ADDRESSMULTI APN'S MULTI OWNERMULTI ADDRESSMULTI APN'S ALGA HILLS HOMEOWNERS ASSNC/O EXEC COMM MGMT 6725 MESA RIDGE RD #224 SAN DIEGO CA 92121APN: 2152404400 C/L C/L C/L C/L C/L C/L R/W 20' WATERLINE EASEMENTPER (INST. 73-282155) 15' DRAINAGE EASEMENTPER (MAP NO. 7784) 20' SEWER EASEMENTPER (MAP NO. 7784/INST. 118184)"APPROXIMATE LOCATION" 10' DRAINAGE EASEMENTPER (MAP NO. 7784/ INST.106332)"APPROXIMATE LOCATION" SEWER EASEMENTPER (INST. 2020-0621115) DYH DYH S S S S S S S S S S S T T T WV WV WV WV WV WV WV WV WV WV PARCEL 4PER (MAP NO. 13158)160,338 SQ. FEET ±3.681 ACRES ±APN: 2152403600 VACANTLAND VACANTLAND VACANTLAND VACANTLAND SID E W A L K SID E W A L K SIDEWALK WALL 24" CMPFL: 38.33' 18" RCPFL: 35.49' 18" CMPFL: 38.34' 18" CMP FL: 38.34' WALL WALL TBM#1FOUND LEAD & TAD BOC:109.4' BOC:106.1' BOC:94.4' BOC:86.3' BOC:73.8' BOC:64.2' BOC:58.3' BOC:58.7' BOC:59.0' BOC:57.9' BOC:57.4' BOC:56.9' BOC:54.7'BOC:48.3' BOC:46.1' BOC:46.0' BOC:46.2' BOC:47.7' BOC:55.4' BOC:58.6' BOC:62.7' BOC:65.4' BOC:61.3' BOC:59.2' BOC:58.5' BOC:57.9' BOC:60.2' BOC:72.3' BOC:85.9' BOC:89.7' BOC:100.0' BOC:104.8' BOC:107.5' BOC:109.6'FL:109.2' FL:109.0' FL:107.0' FL:105.6' FL:104.2' FL:99.5' FL:93.9' FL:89.1'FL:85.9' FL:85.4' FL:73.3' FL:71.8' FL:63.9' FL:59.6' FL:57.8' FL:57.4' FL:58.3' FL:58.1' FL:58.6'FL:58.5' FL:61.2' FL:65.0'FL:57.4' FL:57.0' FL:56.4' FL:54.2'FL:47.9' FL:45.6' FL:45.5' FL:45.9' FL:47.2' FL:55.0' FL:58.2' FL:62.2' EC: 6 0 . 7 ' EC: 6 1 . 3 ' EC: 6 2 . 7 ' EC:6 3 . 5 ' EC:94 . 5 ' EC:90 . 2 ' EC:77.7 ' EC:64.8 ' EC:58. 4 ' EC:5 8 . 9 ' EC:5 9 . 2 ' EC:5 8 . 6 ' EC:56.3' EC:52.8' EC:46.4' EC:46.1' EC:46. 3 ' EC:47 . 9 ' EC:48 . 7 ' CR:62.6' CR:59.0' CR:49.3' CR:46.3' CR:46.4' CR:46.1' CR:51.1'CR:56.4' CR:58.9' CR:110.1' CR:95.5' CR:87.0' CR:60.3' CR:58.2' CR:58.6' NG:58.6' NG:53.4' NG:52.5' NG:50.0' NG:49.0'NG:48.5' NG:36.4'NG:36.4' NG:34.7' NG:48.0' NG:44.3' NG:43.0' NG:42.9' NG:42.9' NG:40.1' NG:97.0' NG:94.5'NG:93.6' NG:88.6'NG:80.8' NG:78.4' NG:75.4' NG:80.7' NG:87.7' NG:76.8'NG:70.6' NG:66.2' NG:70.0'NG:58.2' NG:68.5' NG:48.7' NG:47.0' NG:44.8' NG:44.0' NG:46.7' NG:51.3' NG:55.9' NG:55.2' NG:55.8' NG:58.8' NG:57.9' NG:56.0' NG:78.1' NG:77.7' NG:65.6' NG:56.2' NG:59.9' NG:47.8' NG:48.7' NG:51.4' NG:50.3' NG:50.7'NG:57.6' NG:56.7'NG:45.1' NG:49.8'NG:46.6' NG:40.2' NG:26.1'NG:36.2'NG:36.2' NG:44.3' NG:50.2' NG:50.0' NG:52.3' NG:53.1' NG:53.8' NG:53.8' NG:53.4' NG:72.0' NG:65.0' NG:35.2'NG:34.5' NG:34.5' NG:36.0'NG:35.3' NG:33.1' NG:39.6' NG:39.4' NG:42.6' NG:50.9' NG:56.8' NG:42.6' NG:35.7' NG:51.5' NG:39.4' NG:44.5' NG:39.2'NG:35.8' NG:44.5' NG:41.7' NG:41.5' NG:43.1' NG:35.9' NG:39.3' NG:40.3' NG:50.9' NG:52.3' NG:52.9' NG:54.1' NG:56.4' NG:50.6' NG:50.7' NG:53.7' NG:50.9'NG:49.4' NG:50.6' NG:58.1' NG:43.8' NG:37.5' NG:38.8'NG:37.6' NG:38.8' NG:48.8' NG:47.0' NG:45.2' NG:43.7' NG:47.8' NG:52.7' NG:47.4' NG:46.4' NG:36.8' NG:36.2'NG:38.4' NG:37.4' NG:36.2' NG:37.7' NG:35.4' NG:52.5'NG:42.3' NG:46.2' NG:35.3' NG:49.5' NG:42.3'NG:40.3' NG:48.8' NG:39.5' NG:47.6' NG:52.8' NG:36.4'NG:36.4'NG:36.4'NG:36.4' L7 L7(M) N 08°46'41" W 35.56' L7(R) N 08°44'18" W 35.44' B.O . B R/W 41'R/W C7 C7(R) 600.00 273.65'--26°07'53" HOLE IN ASPHALT C8 C8(R) 300.00'210.59'--40°13'08" C9 C9(R) 330.00'105.61'--18°20'11" L8 L8(R) N 49°49'00" W 67.00' 30' R/W 30' R/WPER (MAP NO. 7784) 60'R/W 10' SEWER EASEMENT PER (INST. 75-289313) 10' SEWER EASEMENTPER (INST. 75-289313) OPEN SPACE EASEMENTPER (MAP NO. 7784) S WV DYH T (M) (R) B.O.B BOC FL CR NG EC FOUND MONUMENT (AS NOTED) COMPUTED POINT SEWER MANHOLE GRATED INLET WATER VALVE TELEPHONE MANHOLE FIRE HYDRANT WATER METER TELEPHONE PEDESTAL ELECTRICAL BOX PROPERTY LINE ADJOINER LINE CENTERLINE ROAD FENCE LINE EASEMENT LINE MEASURED DIMENSION RECORD DIMENSION BASIS OF BEARING BACK OF CURB FLOW LINE CROWN OF ROAD NATURAL GROUND EDGE OF CONCRETE UNDERGROUND STORM LINE C/L CENTERLINE R/W RIGHT-OF-WAY SD SD SD TO: AGP FUNDING REIT LLC; FIRST AMERICAN TITLE COMPANY; LANSHIRE HOUSINGPARTNERS, LLC: THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASEDWERE MADE IN ACCORDANCE WITH THE 2021 MINIMUM STANDARD DETAILREQUIREMENTS FOR ALTA/NSPS LAND TITLE SURVEYS, JOINTLY ESTABLISHED ANDADOPTED BY ALTA AND NSPS, AND INCLUDES ITEMS 2, 3, 4, 5, 6A, 6B, 8, 9, 10, 13, 14, 16,17, & 19 OF TABLE A THEREOF. THE FIELD WORK WAS COMPLETED ON 05/03/2022. DATE OF PLAT OR MAP: 05/05/2022 BUCKLEY D. BLEWLICENSED LAND SURVEYOR NO. 9272STATE OF CALIFORNIA PRELIMINARY 1. SOME FEATURES SHOWN ON THIS PLAT MAY BE SHOWN OUT OF SCALE FOR CLARITY. 2. DIMENSIONS ON THIS PLAT ARE EXPRESSED IN FEET AND DECIMAL PARTS THEREOFUNLESS OTHERWISE NOTED. MONUMENTS WERE FOUND AT POINTS WHEREINDICATED. 3. AT THE TIME OF THE ALTA SURVEY, THERE WAS NO OBSERVABLE EVIDENCE OFRECENT EARTH WORK, BUILDING CONSTRUCTION, OR BUILDING ADDITIONS WITHINRECENT MONTHS. 4. AT THE TIME OF THE ALTA SURVEY, THERE WERE NO CHANGES IN STREET RIGHT-OF-WAY LINES EITHER COMPLETED OR PROPOSED, AND PROVIDED BY THECONTROLLING JURISDICTION OR OBSERVABLE EVIDENCE OF RECENT STREET ORSIDEWALK CONSTRUCTION REPAIRS. 5. AT THE TIME OF THE ALTA SURVEY, THERE WAS NO OBSERVABLE EVIDENCE OF SITEUSE AS A SOLID WASTE DUMP, SUMP, OR SANITARY LANDFILL. 6. AT THE TIME OF THE ALTA SURVEY, THERE WAS NO OBSERVABLE EVIDENCE OF SITE USE AS A CEMETERY, ISOLATED GRAVE SITE OR BURIAL GROUNDS. 7. COMPLETED FIELD WORK WAS MAY 03, 2022. 8. THE DISTANCES SHOWN HEREON ARE UNITS OF GROUND MEASUREMENT. COMBINEDSCALE FACTOR (GRID TO GROUND) = 0.99996542204076. 9. THE NEAREST INTERSECTING STREET IS THE INTERSECTION OF ALTISMA WAY AND ALICANTE ROAD, WHICH ABUTS THE SW CORNER OF THE SUBJECT PROPERTY. 10. THE SUBJECT PROPERTY ABUTS ALTISMA WAY, ALICANTE ROAD, & ALTIVA PLACE, NOCURB CUTS OBSERVED AT THE TIME OF SURVEY. 11. EXCEPT AS SPECIFICALLY STATED OR SHOWN ON THIS PLAT, THIS SURVEY DOES NOTPURPORT TO REFLECT ANY OF THE FOLLOWING WHICH MAY BE APPLICABLE TO THESUBJECT PROPERTY: EASEMENTS, OTHER THAN POSSIBLE EASEMENTS WHICH WERE VISIBLE AT THE TIME OF SURVEY; RESTRICTIVE COVENANTS; SUBDIVISIONRESTRICTIONS OR OTHER LAND USE REGULATIONS; AND ANY OTHER FACTS WHICH ANACCURATE TITLE SEARCH MAY DISCLOSE. 12. NO SURVEYOR OR ANY OTHER PERSON OTHER THAN A LICENSED CALIFORNIAATTORNEY MAY PROVIDE LEGAL ADVICE CONCERNING THE STATUS OF TITLE TO THEPROPERTY DESCRIBED IN THIS SURVEY ("THE SUBJECT PROPERTY"). THE PURPOSE OFTHIS SURVEY, AND THE COMMENTS RELATED TO THE SCHEDULE B-II EXCEPTIONS, ISONLY TO SHOW THE LOCATION OF BOUNDARIES AND PHYSICAL OBJECTIONS INRELATION THERETO. TO THE EXTENT THAT THE SURVEY INDICATES THAT THE LEGALINSTRUMENT "AFFECTS" THE SUBJECT PROPERTY, SUCH STATEMENT IS ONLYINTENDED TO INDICATE THAT PROPERTY BOUNDARIES INCLUDED IN SUCH INSTRUMENTINCLUDE SOME OR ALL OF THE SUBJECT PROPERTY. THE SURVEYOR DOES NOTPURPORT TO DESCRIBE HOW SUCH INSTRUMENT AFFECTS THE SUBJECT PROPERTYOR THE ENFORCEABILITY OR LEGAL CONSEQUENCES OF SUCH INSTRUMENT. 13. ALL BEARINGS AND DISTANCES SHOWN HEREON ARE MEASURED DIMENSIONS UNLESS OTHERWISE NOTED HEREON. RECORD DIMENSIONS, IF DIFFERING FROM MEASUREDDIMENSIONS, WILL BE FOLLOWED BY "(R#)" WHERE THE # INDICATES FROM WHICHREFERENCE DOCUMENT THE DIMENSION ORIGINATED. 14. NAMES AND ADDRESSES OF ADJOINING PROPERTY OWNERS WERE TAKEN FROM SANDIEGO COUNTY GIS. 15. ELEVATIONS ESTABLISHED WITH GPS STATIC OBSERVATIONS WITH ORIGINATING BENCHMARK (PID: DX1175), VERTICAL DATUM BASED UPON NORTH AMERICAN VERTICALDATUM (NAVD88) IN US SURVEY FEET.BENCHMARK ID: DX1175PUBLISHED ELEVATION: 52.73' MONUMENT DESCRIPTION: SURVEY DISK 16. NO BUILDINGS OBSERVED AT TIME OF SURVEY. 17. NO STRIPING OBSERVED AT TIME OF SURVEY. NOT TO SCALE THE BASIS OF BEARING OF THIS SURVEY IS GRID NORTH BASED ON THE INTERSECTION OFALICANTE ROAD & ALTIVA PLACE. THE BEARING IS DENOTED AS N 08°46'41" W PER GPSCOORDINATE OBSERVATIONS CALIFORNIA STATE PLANE, SIXTH ZONE NAD83.LATITUDE = 33°05'41.9186"LONGITUDE = -117°15'12.2632"CONVERGENCE ANGLE = 00°33'05.0020" BY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS IN ZONE "X" OF THE FLOOD INSURANCERATE MAP, COMMUNITY PANEL NO. 06073C1032H, WHICH BEARS AN EFFECTIVE DATE OF12/20/19 AND IS NOT IN A SPECIAL FLOOD HAZARD AREA ZONE "X" - AREA OF MINIMAL FLOOD HAZARD, USUALLY DEPICTED ON FIRMS AS ABOVE THE500-YEAR FLOOD LEVEL. ZONE X IS THE AREA DETERMINED TO BE OUTSIDE THE 500-YEARFLOOD AND PROTECTED BY LEVEE FROM 100-YEAR FLOOD. 16+,/2+'5,9()$<(77(9,//($5 (0$,/6859(<#%/(:,1&&202)),&(Ř)$;(0$,/6859(<#%/(:,1&&20Ř:::%/(:,1&&20 PROPERTY IS CURRENTLY ZONED:"Awaiting Zoning Reprot" Because there may be a need forinterpretation of the applicablezoning codes, we refer you to SanDiego County for zoning laws andapplicable codes. ZONING PROVIDED BY:"Awaiting Zoning Report" REGULAR= 0HANDICAP= 0TRAILER= 0TOTAL= 0 160,338 ± SQUARE FEET3.681 ± ACRES SURVEYOR JOB NUMBER:22-3174 PERMITTED USE MIN. LOT AREA MIN. LOT WIDTH 5(48,5(' 2%6(59(',7(0 NOTES: VACANT LAND SURVEY REVIEWED BY: TKS SURVEY DRAWN BY:MLB - 05/05/2022 SHEET: 1 OF 1 MAX. BLDG COVERAGE MIN. SETBACKS FRONT MAX. BUILDING HEIGHT PARKING REGULAR PARKING HANDICAP PARKING TOTAL MIN. SETBACKS SIDE MIN. SETBACKS REAR SIGNIFICANT OBSERVATIONS UTILITY INFORMATION ZONING INFORMATION An easement for a drainage channel and all structures and incidental purposes in thedocument recorded June 18, 1970 as Instrument No. 106332 of Official Records.(AFFECTS THE SUBJECT PROPERTY, APPROXIMATE LOCATION SHOWN) An easement for sewer pipe line or pipe lines, manholes, laterals, appurtenances andincidental purposes in the document recorded June 7, 1971 as Instrument No. 118184 ofOfficial Records.(AFFECTS THE SUBJECT PROPERTY, APPROXIMATE LOCATION SHOWN) An easement for pipe line or pipe lines for any and all purposes, together with theirnecessary fixtures, appurtenances and incidental purposes in the document recorded October5, 1973 as Instrument No. 73-282155 of Official Records.(AFFECTS THE SUBJECT PROPERTY, PLOTTED AS SHOWN) An easement shown or dedicated on the map filed or recorded October 31, 1973 as MapNo. 7784 of Tract MapsFor: Drainage and incidental purposes.(AFFECTS THE SUBJECT PROPERTY, EASEMENTS SHOWN HEREON) An easement for construction, operation, maintenance, repair, replacement of a sewer pipeline or pipe lines, manholes, laterals, appurtenances, right of ingress and egress andincidental purposes in the document recorded October 14, 1975 as Instrument No. 75-282565of Official Records.(UNABLE TO DETERMINE, INCORRECT DOC PROVIDED, INST. 75-282565 NOT PROVIDED) An easement for drainage channel and all structures incidental thereto and incidentalpurposes in the document recorded October 20, 1975 as Instrument No. 75-289313 of OfficialRecords.(AFFECTS THE SUBJECT PROPERTY, PLOTTED AS SHOWN) The terms and provisions contained in the document entitled "Affordable HousingAgreement Imposing Restrictions on Real Property" recorded November 29, 2018 asInstrument No. 2018-0492717 of Official Records.(BLANKET IN NATURE) The terms and provisions contained in the document entitled "Agreement for GradingWork" recorded February 24, 2020 as Instrument No. 2020-0090713 of Official Records.(BENEFITS THE SUBJECT PROPERTY, SURVEYOR ASSUMES AGREEMENT HASEXPIRED, AGREEMENT TERMINATES UPON COMPLETION OR 30 DAYS AFTERCOMMITMENT DATE) The terms and provisions contained in the document entitled "Private Sewer Agreementfor Multi-Unit Lateral" recorded October 12, 2020 as Instrument No. 2020-0615436 of OfficialRecords. (AFFECTS, BLANKET OVER THE SUBJECT PROPERTY) An easement for sewer and incidental purposes, recorded October 14, 2020 as InstrumentNo. 2020-0621115 of Official Records. In Favor of: Leucadia Wastewater District, a governmental entity and its successors and assigns(AFFECTS THE SUBJECT PROPERTY, PLOTTED AS SHOWN) NOTES CORRESPONDING TO SCHEDULE B SCHEDULE A DESCRIPTION THE PROPERTY HEREON DESCRIBED IS THE SAME AS THE PERTINENT PROPERTY ASDESCRIBED IN FIRST AMERICAN TITLE INSURANCE COMPANY, TITLE COMMITMENT#NCS-1110078-SD, WITH AN EFFECTIVE DATE OF JANUARY 26, 2022. TITLE COMMITMENT INFORMATION NONE OBSERVED AT THE TIME OF THE ALTA SURVEY WE N S THE UTILITIES SHOWN ON THIS DRAWING HEREON HAVE BEEN LOCATED BY FIELDMEASUREMENTS UTILITY MAP DRAWINGS, AND (STATE) 811 DIG UTILITY LOCATEREQUEST. BLEW AND ASSOCIATES MAKES NO WARRANTY TO THE EXACT LOCATION OFANY UNDERGROUND UTILITIES SHOWN OR NOT SHOWN ON THIS DRAWING. IT IS THERESPONSIBILITY OF THE CONTRACTOR TO VERIFY ANY AND ALL UTILITIES PRIOR TOCONSTRUCTION. COMPANY: CONTACT:ALTISMA WAY (800) 332-1321CITY OF CARLSBAD (760) 802-4748 CARLSBAD MWD (760) 473-8571C.OF CARLSBAD PARKS (760) 434-2985LEUCADIA WASTEWATER DISTRICT (760) 753-0155SDG&E GAS DISTRIBUTION AND ELECTRIC (800) 411-7343 UTIL FOR CITY OF CARLSBAD (866) 788-0166SPECTRUM (844) 780-6054 WE N S APN: 2152403600 CARLSBAD, CALIFORNIA 92009 SAN DIEGO COUNTYReal property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 4 OF PARCEL MAP NO. 13158 IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGOCOUNTY, FEBRUARY 21, 1984 AS INSTRUMENT NO. 84-061796 OF OFFICIAL RECORDS. APN: 215-240-36-00 THE LAND DESCRIBED ABOVE AND SHOWN HEREON IS THE SAME LAND AS DESCRIBED INTITLE COMMITMENT ISSUED BY FIRST AMERICAN TITLE INSURANCE COMPANY, COMMITMENTFILE NO. NCS-1110078-SD, WITH AN EFFECTIVE DATE OF JANUARY 26, 2022. 160,338 SQ. FEET± 344.67' 0 0 0 EL C A M I N O R E A L ALGA RD ALIC A N T E R D ALTISMA WAY EL FUERTEST TBM#1LEAD & TAG NORTHING: 1979121.922EASTING: 6253920.806ELEVATION: 45.96' TEMPORARY BENCHMARK TBM#23/4" REBAR NORTHING: 1979663.086EASTING: 6254364.041ELEVATION: 83.49' ALTIVAPL 0 - 0 - 0 - 0 - 0 - 0 - 0 - 0- 0- 0 - LANOAREA PARKING INFORMATION FLOOD ZONE INFORMATION BASIS OF BEARING t T 1•-40• G~APHIC SCAlE ALTAINSPS LAND TITLE SURVEY GENERAL NOTES 0 I I i i \ i ___________ J __ ~-~---f----- , J~--7 /0 0 - 11 I I 1111111~ LEGEND & SYMBOLS . 0 SURVEYOR'S CERT/FICA TE SUNl!v,IIQ ~mBIIMg Mlpptl'IO 02 Job No. Date CONTEXTUAL AERIAL 2023-088 2023-03-14 LA COSTA 3.68 AC. Carlsbad, California LANSHIRE HOUSING PARTNERS INC. SITE OMNI LA COSTA GOLF COURSE AL I C A N T E R O A D ALT I S M A W A Y ALTIVA P L A C E OMNI LA COSTA SPA PRE L I M I N A R Y CON C E P T O N L Y Architecture. Design. Relationships. 03 Job No. Date PROJECT AREA 2023-088 2023-03-14 LA COSTA 3.68 AC. Carlsbad, California LANSHIRE HOUSING PARTNERS INC. PROJECT PRE L I M I N A R Y CON C E P T O N L Y Architecture Design. • Relationships. SITE PLAN RYYRY COON CEPT CCONC E P T LA COSTA 3.68 AC. C'artsb.ad. California 1!..ANSHIRE.HOUSING P:AIFllN'ERS IINC. 06 Job No. Date BUILDING SECTIONS 2023-088 2023-05-09 LA COSTA 3.68 AC. Carlsbad, California LANSHIRE HOUSING PARTNERS INC. SECTION KEY MAP ELEVATION LEVEL 59 SECTION D-D SECTION A-A ALTISMA WAY ALTISMA WAY A D A DC C B B BUILDING SECTIONS PREL I M I N A R Y NN EL -DD D B ELIM CONC E CO Y I AtlCAPfTE ~QW I I ,TOl>QFROOF ,. •/•91 llliVATOAI l~~==o6!~~~~~;;;;;;;-,J ~~----------------=-.::j-=! 10'~~.....,~-,...;:;:::,::,:;::.:;..,.,...._W,.::::;,:::_--~,,,_=,;~;;;,;;.;;;._..._"""",...._,,,,-i EL:M tATURALGRADE ROOf E.i\',!E lfiLH ► ~EVATOI! I -~ IAUeA.Mff ROW I I 1 ,M ~ -- I il,LT'i:lf'IJ..WJ..'t ltOW SECTION B-8 m.ll _.,, .. SECT ONC-C £1.l4 f HATIJR.AL CIRAD 0 Architecture. Design. Relationships. A L I C A N T E R O A D A L T I V A P L A C E A L T I S M A W A Y NORTH 0 Scale 1" = 40' 20' 40'160' 1 9 5 1 f o u r t h a v e n u e, s u i t e 3 0 2s a n d i e g o c a 9 2 1 01 619 718 9660 l a n d s c a p e a r c h i t e c t u r e E DO A H C IS S O A T AW R S r l a 2 6 8 1 Preliminary Conceptual Landscape Plan · · · · · · · · · · · · · May 15, 2023 Salix lasiolepis / Arroyo willow Salix gooddingii / Black willow Platanus racemosa / California Sycamore 3.8 ., --- I \ SIDEIIIIALK (TYPJ --.._.._ X -~-~----------------., -- ~~"a, ·--~-- !:\!:!, C.AL-TRANS SICSoHT LINE 96" HEl6HT .2-RAIL TRAIL FENC.E AT ED6E OF NATlJRE TRAIL 8' IIIIIDE NATlJRE TRAIL ALON6 RIM OF IIIIETLANDS AREA, 11111TH OVERLOOK POINTS AND 6ENC.HES. LIMITS OF FMZ I PROPERTY LINE~ I~ I ~::;:..~ =j==-~-~-= •. -~--: . . -L---,...--. --.;--,;~•-.• -...:....::=7°.~~ ·--7=7:T. x43.7 ------- I I I , ,.,......-.::::1-- I ~le,_ I I I ' I " x56.1 ., 0 0 ..... I I I I ., FUEL MANAISEMENT ZONES FMZ I -SO', MEASURED FMM 51litUC.TURE ll'IALL ALL EXl5TINIS NON-FIRE RESISTANT ~1:5 TO EIE REMOVl:D ALL EXl5TINIS SHRU65 AND NON-FIRE ~15TANT ~UNDC.OVER.5 TO EIE REMOVED INDIVIDUAL EXl5TINIS FIRE-RESISTANT ~5 MAY Ell: RETAINED IN 5Pl:C.IFIC. LOCATIONS IF MATURE CANOPY 15 MINIMUM 10' FROM ANY 51litUC.TURE. MINIMUM 20' CLEAR 61:TJ/'£1:N MATURE ~ CANOPIES Nev-I PLANTINIS SHALL INCLUDE ONLY NATIVE, NON-INVASIVE FIRE-RESISTANT 5MUNDC.OVER5 MAX. 12"-le" HT. AT MATURITY Nev-I PLANTINIS SHALL HAVE TEMPORARY IRRIISATION FOR l:5TA6LISHMENT ONLY-INCLUDINIS EMSION C.ON~L GMUNDCOVl:R ON GRADED SLOPES FMZ 2 -iO', MEASURED FMM OUTER ED61: OF FMZ I ALL EXISTING HIGH-FUEL ~5, SHRU65 AND ~UNDCOVl:R.5 TO EIE REMOVED EXl5TINIS INDIVIDUAL NON-FIRE RESISTANT ~E5 MAY Ell: RETAINED IF MATURE CANOPY 15 MINIMUM SO' FMM ANY 51litUC.TURE. MINIMUM 20' CLEAR 61:TJ/'ll:EN MATURE ~ CANOPIES EXl5TINIS INDIVIDUAL FIRE-RESISTANT ~ES MAY Ell: RETAINED IF MATURE CANOPY 15 MINIMUM 10' FMM ANY 51litUC.~. MINIMUM 20' CLEAR 61:T11'£1:N MATURE ~ CANOPIES THIN AND CLEAR EXl5TINIS 5HRU6 MA551:5. EXISTING FIRE ~15TANT SHRU65 V'IITH A MAXIMUM MATURE Hl:IISHT OF 6' MAY Ell: RETAINED V'IHl:RE NOT LOCATED UNDER ~ CANOPIES. SHRUB ~UPIN55 TO HAVE A MAXIMUM DIAMl:Tl:R OF 10' EX15TINIS FIRE-~15TANT GMUNDC.OVER5 MAY Ell: RETAINED Nev-I PLANTINIS SHALL INCLUDE ONLY FIRE-RESISTANT SHRI.J65 AND 5ROUNDCOVER5. 5HRU6 ~UPIN55 SHALL NOT EXC.1:1:D 6' IN HT., MAXIMUM DIAMETER 10' Nev-I PLANTINIS SHALL HAVE TEMPORARY IRRIGATION FOR l:5TA6LISHMENT ONLY ALL Nl:J/'i PLANTINIS SHALL Ell: NATIVE, NON-INVASIVE PLANT MATERIAL TOTAL 100' -100' MEASURED FMM 51litUC.TURE ll'IALL D HABITAT ~TORATION AREAS RESTORATION AREA -FMZ I, NON-NATIVE 5PEC.IE5 TO BE REMOVED. EXl5TIN5 NATIVE GROUND COVER TO REMAIN, OTHERV'll5E PLANTED Ji'IITH THE FOLLOJl'IINIS- Fuel Management Zone 1 ALGA RD VICINITY MAP NOTTO SCALE EL FUERTE s Al;:~A SITE Al TIVA Pl • t .. r ' Common Name Scientific Name Container Size Spacing on Center Within Stream Bed Verba mansa Anemopsis californica 1 gallon 5 ft Scarlet monkey flower Erythranthe cardinalis Seed N/A California fuscia Epilobium canum 1 gallon 6 ft San Diego marsh elder Iva hayesiana 1 gallon 8 ft Southwestern Spiny Rush Juncus acutus ssp. leopoldii 1 gallon 6 ft Mexican rush Juncus mexicanus 1 gallon 5 ft Outside Stream Bed Dwarf coyote brush Baccharis pilularis 'Pigeon Point' 1 gallon 10 ft Ceanothus 'Yankee Point' Ceanothus 'Yankee Point' 1 gallon 10 ft • EXl5TINIS NATIVE ~E5 PMP051:D TO REMAIN, D RESTORATION AREA -FMZ 2, D D NON-NATIVE 5PECIE5, INCLUDINIS TREES, TO BE REMOVED. EXl5TIN5 NATIVE PLANTS TO REMAIN. NATIVE TO REMAIN INCLUDES ARROYO V'IILLOVII (SALIX LA5IOLEPl5), SANDBAR V'IILLOVII (SALIX EXIISUA), MULEFAT (BACCHARl5 PILULARl5), ETC. IF LARISE BARE AREAS EXIST V'IITHIN THE STREAM BED 5EED FROM THE FOLLOVIIINIS 5PECIE5 MAY BE SPREAD, MUISVIIORT (ARTEMl5IA DOUISLA5IANA), Ji'IE5TERN RAIS VIIEED (AMBM5IA P5YL05TACHYA), 5ALT MARSH FLEA BANE (PLUC.Hl:A ODORATA), 5AN DIEISO 5EDISE (C.AREX 5Pl55A), AND 5AL T 5RA55 (Dl5TICHLl5 5PICATA). OPEN SPACE AREA OUTSIDE 100' FMZ -IT 15 A55UMED THAT THE AREA OUTSIDE OF THE 100' FMZ r'IILL Ell: AVAILABLE FOR MITIISATION ACTIONS CON515TENT V'IITH J/'ll:TLAND PERMITTINIS A5 OVERSEEN BY THE CITY OF CARLSBAD, UNITED 5TATE5 ARMY CORPS OF ENISINEER5, CALIFORNIA REISIONAL V'IATER QUALITY CONTROL BOARD, AND CALIFORNIA DEPARTMENT OF FISH AND V'IILDLIFE. ORNAMENTAL LAND5CAPINIS OUTSIDE 100' FMZ TO Ell: DMUGHT TOLERANT, LOV'I FUEL AND LOV'I MAINTENANCE GENERAL NOTl:5, PLANTIN6 I. 2. s. 4. S. ALL EXISTING INVASIVE MATERIAL SHALL Ell: REMOVED. ALL HIGH-FUEL PLANT MATERIAL SHALL Ell: REMOVl:D. ALL PMP05ED PLANT MATERIAL J/'ilTHIN RESTORATION AREA SHALL Ell: NATIVE, AND FIRE-RE515TANT ALL PMP05ED PLANT MATERIAL OUTSIDE RESTORATION AREAS ON NORTH, J/'£5T AND SOUTH 51DE5 OF 51litUCTURE, AND PODIUM SHALL Ell: DROUGHT-TOLERANT, NON-INVASIVE NATIVE OR NATURALIZED. NO 5~ET ~ES SHALL Ell: LOCATED Jl'ilTHIN 515HT TRIANISLl:5 OR CAL-TRANS SIGHT LINE. IRRlcSoATION I. 2. NO PERMANENT IRRIISATION 15 PMP05ED il'IITHIN RESTORATION AREAS. ALL NEV'! PLANTINcSo& SHALL HAVE A TEMPORARY, ON GRADE IRRIISATION SYSTEM UTILIZINIS LOV'I-PREC.IPITATION RATE ROTATOR HEADS AND A 1/'iEATHER 5EN51NIS SMART CONTMLLER ALL TEMPORARY IRRIISATION COMPONENTS SHALL Ell: REMOVl:D AT THI: !:ND OF THI: l:5TA6LISHMENT PERIOD. ALL LANDSCAPE: AREAS OUTSIDE ~TORATION AREAS SHALL HAVE PERMANENT, 61:LOV'I-ISRADE DRIP IRRlcSoATION SYSTEM V'IITH 1/'iEATHER SASE SMART AUTOMATIC. C.ONTMLLER. ♦ • ♦ • ♦ • • ♦ • • ♦ ♦ • ♦ • • 47 46 3 6 3 5 GARAG E F L O O R B 35.00 LIVING FLOOR 1 47.00 GARAGE FLOOR B 35.00 GARAG E F L O O R A 47.00 4 8 34 LIVING F L O O R 2 59.00 PARCEL 4PARCEL MAP 13158 4 2 W S ALTIVA PLACE A L I C A N T E R O A D ALTISMA WAY PARCEL 4 PM 13158 CONCEPTUAL UTILITY PLAN JOB NO. DATE: SHEETC 26390 Greenwich Dr San Diego, Ca 92122 fuscoe.com RF U L L C I R C L E T H I N K I N G E N G I N E E R I N G FUSCOE Suite 170 San Diego Office 10251 Vista Sorrento Parkway, Suite 150 │San Diego, CA 92121 Phone (858) 550-0044 | Fax (858) 550-0404 | www.jtkruerco.com CASCADA VERDE CARLSBAD, CA OPINION OF COST Prepared For: Lanshire Development Carlsbad, California, 92018 October 13, 2022 J.T. KRUER & COMPANY Real Estate Development Services Limitations of Investigation This report was developed using the degree of care and skill ordinarily exercised, under similar circumstances, by reputable consultants practicing in this or similar localities. No other warranty, expressed or implied, is made as to the conclusions and opinions made in this report. The information provided and used for this report is believed to be representative of the project site. The findings and statements found in this report were developed from historical information and documents supplied by the Client, as well as our gross observations at the site during the time of our engagement by the Client. The findings of this report are valid as of the date this report was prepared. Changes in the condition of a property can occur with the passage of time, whether due to natural processes, the work of man, activity on this site or impacts from activities on adjacent properties. Changes or modifications in local or regional construction standards may alter applicable or appropriate standards of practice. This would also include the evolution or broadening of knowledge as it relates to erosion control, geotechnical, engineering and construction means and methods or best management practices. Therefore, the statements or findings of this report may be invalidated wholly or in part by changes outside our control. This report is issued with the understanding that it is the responsibility of the Client or of his representative, to ensure that the information, recommendations, qualifications and limitations contained herein are brought to the attention of all interested parties. Table of Contents 1. Location Map 2. Site Development Budget Assumptions 3. Budget Summary 3.1 Project Budget 3.2 Project Schedule 4 Appendix A 4.1 Exhibits • Earthwork Bulk / Shrink Analysis • Earthwork Exhibits • Plans ... l I ~ I ... _ --_r 1. LOCATION MAP : 1. I -, ,. Location Map 2. SITE DEVELOPMENT BUDGET ASSUMPTIONS : 1. I -, ,. 10251 Vista Sorrento Pkwy, Ste. 150 | San Diego, CA 92121 Phone (858) 550-0044 | Fax (858) 550-0404 License No. 777345 | www.jtkruerco.com October 13, 2022 Lanshire Development Carlsbad, CA 92018 Project: Cascada Verde Project / City of Carlsbad, California Subject: Opinion of Cost – Site Development Budget This preliminary report represents our analysis and opinion of the costs related to the site development of the subject property. The costs presented in this report have been extrapolated from the information, drawings and other documents provided by the Client, as well as our experience with projects of similar land use, design character, size and geologic setting. If additional information relevant to the findings contained in this report are presented or developed subsequent to this report, J T Kruer & Co. shall reserve the right to amend this document based on our review of the additional information. PROJECT DESCRIPTION The property consists of approximately 3.1 acres located on the north side of Alicante Road in the City of Carlsbad, CA. Residential single-family housing and Altiva Place bound the property on the east and attached residential and Altisma Way on the west. To the north of the property is a wooded canyon and drainage course. The primary access to the site will be from Altiva Place (see Location Map). The site topography varies from gentle to moderately steep. Vegetation ranges from grassy areas, dense brush, and large trees. GEOLOGIC SETTING & EXCAVATION CHARACTERISTICS The site is underlain by Santiago Formation, a sandstone bedrock. Overlying the bedrock is alluvium, and non-structural fills. Though not encountered by the soils engineer in their investigation, meta-volcanic rock is map in this area. The excavation will be performed with conventional heavy equipment; such as bulldozers, loaders, excavators and articulated haul trucks. There are likely zones of saturated material that will require processing and mixing, as well as areas in the deeper excavations that will likely require dewatering. J.T. KRUER & COMPANY Real Estate Development Services 2 SITE DEVELOPMENT BUDGET ASSUMPTIONS The following is a list of qualifications and assumptions that were employed in the development of the budget: • General 1. At the end of this section, we have included a list of the source documents we have used to development this report. 2. The pricing used in this report is based on the current market prices for engineering construction in the general vicinity of the project. Fuel, labor and material costs have been checked with local suppliers. 3. A standard 10% contingency was used for the purpose of this estimate. 4. Cost impacts due to prevailing wage are not reflected in the pricing provided in this report. 5. This estimate is based on the April 2022 budget and includes unit price updates due to cost escalation. The following is a list of qualifications and assumptions specific to the referenced item of work: • Earthwork & Demolition 1. Based on the information provided, our findings and assumptions are as follows: Based upon the current grading concept, our analysis shows that the site is short by approximately 9,581 CY (see Bulk & Shrink Analysis). Depending on possible variations in the site elevation, due to the heavy vegetation, there may be opportunities to adjust the grading to balance. Please note that quantities of excavation may change from those used in this report due to topo variations or variations in the in-place density of the material. The bulk and shrink analysis included in this report does not consider spoil material generated during utility installation or building construction. Bulk and shrink factors used in this report are representative of other projects of similar scope and geologic setting. 2. The purchase of construction water is broken out as a line item in the grading section of the budget. The amount of construction water per cubic yard of material does not account for variables related to factors of weather, temperature, time-of-year or the in-place moisture content of the soils. Pricing for the purchase of construction water is based on a quote received from the Carlsbad Municipal Water District, as of the date of this report. 3 3. The Remedial Excavation quantities were determined from information provided from the Draft Geocon, Inc. Report, dated 10-7-2017. The remedial unit price includes the slot cut excavation required by the soils engineer. Per the new soils report the remedial operation will remove as much of the alluvium as possible while staying above the groundwater table. An allowance for handling wet material is included. 4. With the updated remedial management, the need for soldier piles was eliminated. 5. The soils report requires that the remedial fills be allowed to ‘settle’ for 90 day prior to the final grading. There is no direct hard cost included for this item but production time will be affected. (see attached schedule) Settlement monuments are included in the budget. 6. Transition grading quantities represent excavation to mitigate differential settlement where areas to receive structures are in both cut and fill. The transition grading should be determined once the pad grades are set. 7. Mass excavation quantities include a 1.5’ chokered core section within the street right of way. • Erosion Control 1. An Erosion Control Plan is not included in the reference documents. 2. The cost of erosion control is subject to change based on the modification of local policy, ordinances and the interpretations of “Best Management Practices”. The erosion control costs provided in this report should only be used as a guide and is not intended to provide “long-term” erosion control maintenance costs related to the proposed site development. Further cost evaluation should take place once the project SWPPP documents are prepared. 3. Course of construction erosion control costs, related to the activities of the contractors are typically stipulated to be the responsibility of the contractor during the course of their construction activities. 4. An application of Hydro-seed for the slopes and Tackifier for the pads is included in this report for temporary protection from erosion. 5. Gravel bags are included for installation as chevron check dams within the street right-of-way and pad areas. 6. Stabilized Construction Entrances are included to minimize tracking dirt offsite into the public right-of-way. 7. The cost of preparing the Erosion Control SWPPP plan and maintenance and monitoring costs are not included in this report. 4 8. A $5,000.00 per acre Erosion Control Allowance is included for the implementation of BMP’s (Best Management Practices) during site development. • Storm Drain: 1. The Storm Drain system is budgeted as shown on the Grading Plan 2. Video inspection of storm drain pipe 30” or smaller is included in the pricing. 3. Pricing includes adjusting all clean outs, two times, to allow access to the structures at all times. One adjustment after the AC base course and one adjustment after the final AC cap. 4. Inlet Filter baskets are not included for the project Inlets. 5. An existing 72” RCP storm drain pipe extends from the southwest side of the project at existing Alicante Road and goes under the roadway to an existing concrete drainage channel on the south side of the street. The plans show the removal of this storm drain and replacement with a 96” RCP pipe. As per the engineer, this will be an open trench operation as the existing conditions provide too many constraints for a Bore & Jack procedure. Costs are included to remove the existing RCP and headwalls, then install the new 96” pipe and related structures. The existing pavement, sidewalks, landscaping, curb & gutter within the replacement prism will be removed to accommodate the storm drain replacement and restored once it is installed. A traffic Control allowance is shown as a separate line item to cover all offsite storm drain work. 6. Two storm drain lines will be installed in the existing offsite streets. Line A shows a 24” RCP pipe to be installed in existing Altisma Way. Line B is a 24” RCP to be installed in existing Altiva Place. Costs are included to install the RCP in the existing road, remove and replace existing pavement in the pipe alignment. 7. Bio-Retention Basins are budgeted to include HDPE liner, a sand layer, 12” rock layer, a 24” Engineered soil layer and 4” perf drain pipe. 8. Costs for a double 9’ x 5’ box culvert are included below private driveway “D” to allow crossing of the drainage channel. Line items are included for associated headwalls and rip rap. 9. Underground StormTrap system costs include excavation, placing materials, backfilling and haul off of spoils. • Gravity Sewer: 1. All gravity sewer is budgeted as shown on the improvement plan 2. There is an existing 12” VCP sewer that runs through the property. It will be removed from an existing manhole on the north end of the project to just south of where private driveway “C” meets Altiva Place. The proposed onsite 12” 5 sewer will connect at these locations. A new manhole on existing will be placed at the southern location. 3. The 12” sewer is called out on the plan view as PVC, but is shown as VCP on the cross sections provided. For the purposes of this budget 12” PVC is used. The 12” sewer is budgeted as ‘deep’ sewer as indicated the plans. 4. All sewer manholes are budgeted as 48” manholes on the 8” sewer and 60” manholes for the 12” sewer. Manholes are lined and coated. Two drop manholes are shown on the plan are included in the budget. 5. Pricing includes adjusting all manholes two times to allow access to the junction structures at all times. One adjustment after the AC base course and one adjustment after the final AC cap are required. 6. Each dwelling unit will receive one 4” sewer lateral. • Water (Potable): 1. Potable Water line quantities for the project are based on the improvement Plan. 2. Three valves are included at every water line “tee” and four valves are included at every water line “cross”. Valve and water appurtenance locations are not shown clearly on the plans and are included as an allowance. 3. All bends, elbows, tees, thrust blocks, and end caps are included in the water line unit pricing. Chlorination and hydrostatic pressure testing are included in the water line unit pricing. 4. Pricing includes adjusting all valves and appurtenances two times to allow access to the water valves. One adjustment after the AC base course and one adjustment after the final AC cap are required. 5. One 2” inch potable water services are budgeted for each building cluster as shown on the plan. Water meters or backflow preventers are not included. 6. Fire Hydrant assemblies are budgeted per the plan. 7. Allowances are included for blow offs and air vacs based on the size of the associated water main. 8. All pricing is based on “normal” operating pressures and additional costs related to high pressure systems are not included. • Dry Utilities & Street Lighting 1. There were no dry utility or street lighting plans available for the project. The joint trench quantity is based on street centerline length with an additional 20% added for crossings. 6 2. Joint trench costs are based on projects of similar scope and reflect current market pricing. SDG&E and AT&T installation costs, energizing costs and fees are not included in this report. 3. Street Light locations are not shown on the plans provided. Street light conduit is assumed to be installed as a part of the Joint Trench package. 4. Allowances are included for meter pedestals to service the irrigation controllers. • Surface Improvements: 1. All roadway base paving has been priced at preliminary structural section: i. 2.5” AC on 10” Recycled Class 2 Base ii. 2.5” AC on 16” Recycled Class 2 Base 2. A final seal / sand / sweep seal coat is included for all paving areas. 3. Allowances are included for survey monuments, striping and regulatory street signage. 4. Street name signs, stop signs and stop bars costs have been approximated based on the number of intersections in the various project areas. 5. All concrete improvements are based on standard grey concrete. 6. On buildings A-2 and B-1 where the rear wall of the building serves as a retaining wall the associated stairs on the adjacent slope are not included. These stairs will need to be built after the homes are constructed. Additionally the stairs on the path between B-1 and C-2 are also excluded. • Walls and Fences 1. Walls and fences are quantified from the Grading Plans 2. Segmental Retaining(MSE) and CMU walls are budgeted with tan block color. Fence above walls is a separate item. Wall pricing includes structural geogrid, 4” drain line and ¾” crushed rock. 3. Shoring walls are included per retaining wall sheets of the grading plan. 4. Two small entry monuments are included. No design was available. 5. Decorative tubular steel fence is budgeted around the spa area. One pedestrian gate is included. • Landscaping 1. Landscaping is not included in this budget as it will be installed during the building construction for the project DOCUMENTS, RESOURCES, & EXHIBITS UTILIZED 1. Cascada Verde (Altisma Condominiums) A Townhome Project by Lanshire Housing Partners, LLC – Carlsbad, California – Grading Plans, Sheets 1 through 47, Prepared by Lattitude 33, owner signed September 16, 2021 2. Cascada Verde (Altisma Condominiums) A Townhome Project by Lanshire Housing Partners, LLC – Carlsbad, California – Improvement Plans, Sheets 1 through 12, Prepared by Lattitude 33, engineer signed September 1, 2021 3. Cascada Verde Landscape plans – 2416 Altisma Way, Carlsbad, CA. Sheets 1 through 20, prepared by Howard Associates, Updated July 12, 2021 4. Geotechnical Evaluation – Cascada Verde, Carlsbad, California, Pages 1 through 133, Prepared by Geocon, Inc., Project No.: G2056-11-02, Dated October 7, 2017. 5. Biological Resources Technical Report, Cascada Verde Residential Development Project – City of Carlsbad, San Diego County, California, Pages 1 through 99, Prepared by LSA Associates, Inc., Project No.: IKN1301, Dated March 2015. 6. Site Reconnaissance. 7. Correspondence with the Soils Engineer 8. Google Earth Aerial Photography. 3. BUDGET SUMMARY : 1. I -, ,. Cascada Verde Budget Summary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB % Increase Earthwork 1,081,557.66$ 4% Erosion Control 43,345.82$ 6% Storm Drain 1,867,881.53$ 8% Bio-Retention Basin 29,615.45$ 8% Sewer 458,913.23$ 7% Water - Potable 570,951.70$ 8% Dry Utilities 238,781.50$ 6% Surface Improvements 511,374.75$ 10% Walls & Fences 2,436,614.50$ 6% Landscape & Amenities 1,035,793.75$ 9% Project Hard Cost Total Hard Cost Total 8,274,829.89$ Project Hard Cost Total with 10% Contingency 9,102,312.87$ Page 1 of 1 J.T. KRUER & COMPANY 3.1 PROJECT BUDGET : 1. I -, ,. Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Item Quantity Unit Unit Price Extension Mobilization & Water Distribution 1 LS 44,518.00$ 44,518.00$ Construction Water (1 unit = 748 Gallons)2,291 UNIT 4.36$ 9,988.76$ Site Prep., Clear, Grub & Trash Removal 1 LS 174,720.00$ 174,720.00$ Orange Protection Fence 2,720 LF 2.91$ 7,915.20$ Dewatering (Allowance)1 LS 39,520.00$ 39,520.00$ Remedial Grading, including slot-cut excavation at Buildings A-2, B-1, E-2 and F 45,688 CY 12.97$ 592,573.36$ Processing Wet Material (Allowance)1 LS 15,625.00$ 15,625.00$ Mass Excavation 9,853 CY 6.56$ 64,635.68$ Rock Excavation 359 CY 9.22$ 3,309.98$ Rock Over - Excavation - Pad 190 CY 9.22$ 1,751.80$ Drill & Shoot 549 CY 15.52$ 8,520.48$ Pre-Blast Inspections 38 EA 1,019.00$ 38,722.00$ Secondary Breaking 55 CY 14.34$ 787.27$ Oversized Material Special Handling (Allowance)30 CY 3.81$ 114.30$ Over Ex for Transition 1,538 CY 6.56$ 10,089.28$ Settlement Monuments 2 EA 4,992.00$ 9,984.00$ Brow Ditch - Incl Mobilization 774 LF 36.00$ 27,864.00$ Finish Grade Pads / Contour Areas 55,549 SF 0.19$ 10,554.31$ Finish Streets 34,411 SF 0.21$ 7,226.31$ Finish Grade Slopes 48,659 SF 0.27$ 13,137.93$ Total w/out Contingency:1,081,557.66$ Import Cost Based on Current Design* Item Quantity Unit Unit Price Extension Import Material (Average 1 Hour Round Trip)-Includes placement 9,581 CY $ 19.36 $ 185,488.16 Total w/out Contingency:185,488.16$ *Not included in hard cost totals Item Quantity Unit Unit Price Extension Bonded Fiber Matrix (Slopes)48,659 SF 0.095$ 4,622.61$ Tackifier (Pads)55,549 SF 0.075$ 4,166.18$ BMP Allocation 3.1 AC 5,300.00$ 16,430.00$ Fiber Roll 1,860 LF 2.01$ 3,738.60$ Silt Fence 3,787 LF 2.12$ 8,028.44$ Gravel Bags 200 EA 2.65$ 530.00$ Stabilized Construction Entrance 1 EA 5,830.00$ 5,830.00$ Total w/out Contingency:43,345.82$ Erosion Control Earthwork Page 1 of 6 J.T. KRUER & COMPANY License No. 777345 Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Item Quantity Unit Unit Price Extension 15" RCP - To Be Removed 41 LF 37.80$ 1,549.80$ 18" RCP - To Be Removed 42 LF 37.80$ 1,587.60$ 24" RCP - To Be Removed 268 LF 37.80$ 10,130.40$ 72" RCP - To Be Removed (In Exist. Street)199 LF 97.20$ 19,342.80$ 72" Headwalls - To Be Removed 2 EA 5,184.00$ 10,368.00$ 18" Headwall - To Be Removed 1 EA 1,944.00$ 1,944.00$ 15" Headwall - To Be Removed 1 EA 1,944.00$ 1,944.00$ Type B Inlet / Cleanout - To Be Removed 2 EA 2,700.00$ 5,400.00$ 24" RCP - WTJ 173 LF 145.80$ 25,223.40$ 24" RCP - In Exist Street - WTJ 698 LF 289.50$ 202,071.00$ 30" RCP - WTJ - Deep 47 LF 153.30$ 7,205.10$ 12" HDPE 322 LF 70.25$ 22,620.50$ 18" HDPE 324 LF 77.75$ 25,191.00$ 18" HDPE - Deep 173 LF 180.25$ 31,183.25$ 96" RCP - In Exist. Street - WTJ 148 LF 2,805.00$ 415,140.00$ Modified G-1 Catch Basin 2 EA 6,264.00$ 12,528.00$ 5' Type B Curb Inlet - Deep 1 EA 10,260.00$ 10,260.00$ 6' Type B-2 Curb Inlet 1 EA 7,236.00$ 7,236.00$ 11' Type B-2 Curb Inlet 1 EA 8,370.00$ 8,370.00$ Type I Catch Basin 1 EA 9,720.00$ 9,720.00$ Type F Catch Basin 2 EA 5,180.00$ 10,360.00$ BMP 10A - Stormtrap Vault 1 EA 53,460.00$ 53,460.00$ BMP 20A - Stormtrap Vault 1 EA 82,620.00$ 82,620.00$ BMP 30A - Stormtrap Vault 1 EA 113,400.00$ 113,400.00$ Modular Wetland System L-8-8-C 1 EA 81,000.00$ 81,000.00$ 48" Nyloplast Cleanouts 4 EA 9,072.00$ 36,288.00$ 48" Nyloplast Cleanout - Connect to Existing 1 EA 10,260.00$ 10,260.00$ 12" Straight Headwall @ Retaining Wall 2 EA 5,185.00$ 10,370.00$ 12" Wing Type Headwall 2 EA 3,350.00$ 6,700.00$ 18" Straight Headwall @ Retaining Wall incl Conc. Collar 3 EA 5,625.00$ 16,875.00$ 24" Straight Headwall @ Retaining Wall 1 EA 5,625.00$ 5,625.00$ 96" Wing Type Headwall - Inlet 1 EA 59,400.00$ 59,400.00$ 96" Wing Type Headwall - Outlet 1 EA 59,400.00$ 59,400.00$ Double Box Culvert (9'x5')42 LF 2,475.00$ 103,950.00$ Double Box Culvert (9'x5') Headwall 2 EA 37,800.00$ 75,600.00$ D-40 1/4 Ton Type 2 Rip Rap 22 TN 130.00$ 2,860.00$ D-40 No. 2 Backing Rip Rap 74 TN 130.00$ 9,620.00$ Connect to Exist. Type B Inlet 1 EA 8,100.00$ 8,100.00$ Connect to Exist. Cleanout - In Exist. Street (Altisma)1 EA 8,100.00$ 8,100.00$ Connect Ex. Storm Drain to new 96" RCP 1 EA 3,780.00$ 3,780.00$ Type A-4 Cleanout 2 EA 6,575.00$ 13,150.00$ Type A-4 Cleanout in Existing Street 3 EA 9,400.00$ 28,200.00$ Type A-4 Cleanout on Existing Storm Drain 1 EA 10,575.00$ 10,575.00$ Adjust Cleanouts to Grade 11 EA 1,025.00$ 11,275.00$ Storm Drain Page 2 of 6 J.T. KRUER & COMPANY Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Storm Drain Continued: Video Inspection 30" or Smaller 1,737 LF 1.89 $ 3,282.93 $ Sawcut Existing Surface Improvements165 LF5.20 $ 858.00 $ Remove and Replace Existing Curb and Gutter48 LF 44.25 $ 2,124.00 $ Remove & Replace Existing Sidewalk269 SF 12.95 $ 3,483.55 $ Remove and Replace Existing Parkway Landscaping1 LS 16,200.00 $ 16,200.00 $ Restore Paving in Existing Streets incl. Base6,000 SF 25.95 $ 155,700.00 $ Traffic Control - Allowance1 LS 37,800.00 $ 37,800.00 $ Total w/out Contingency:1,867,881.53 $ ItemQuantity Unit Unit Price Extension Excavate for Basin SubgradeCY-$ incl. in Earthwork Bio Retention Material Incl. HDPE Liner / 2" Sand Layer / 12" Rock Layer / 24" Engineered Soil // 4" perf1 LS 22,055.45 $ 22,055.45 $ 12' Chain Link Gate - Allowance2 EA3,780.00 $ 7,560.00 $ Total w/out Contingency:29,615.45 $ ItemQuantity Unit Unit Price Extension 8" PVC Sewer - Deep1,021 LF63.25 $ 64,578.25 $ 12" PVC - Deep Sewer in Existing Street147 LF283.50 $ 41,674.50 $ 12" PVC - Deep Sewer611 LF156.25 $ 95,468.75 $ 4" PVC Sewer Lateral 36 EA 1,725.00 $ 62,100.00 $ Exist. 12" VCP Sewer - To Be Removed721 LF 30.00 $ 21,630.00 $ Exist. Sewer Manhole - To Be Removed2 EA 3,100.00 $ 6,200.00 $ 4' Sewer Manhole - Lined and Coated 7 EA8,025.00 $ 56,175.00 $ 5' Sewer Manhole- Lined and Coated 4 EA10,485.00 $ 41,940.00 $ 5' Sewer Manhole - On Exist. 12" VCP - Lined and Coated 1 EA19,525.00 $ 19,525.00 $ 5' Drop Sewer Manhole- Lined and Coated 1 EA13,925.00 $ 13,925.00 $ Connect to Exist. Sewer Manhole and Coat2 EA8,560.00 $ 17,120.00 $ Sewer Cleanout1 EA1,925.00 $ 1,925.00 $ Adjust Manholes/Cleanouts to Grade - (Two Times)13 EA1,025.00 $ 13,325.00 $ Video Inspection1,779 LF1.87 $ 3,326.73 $ Total w/out Contingency:458,913.23 $ Sewer Bio-Retention Basin Page 3 of 6 '""va""u"' 'I# a:111an -.1. ll1lri -- Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Item Quantity Unit Unit Price Extension Exist. 14" ACP Water - To Be Abandoned 74 LF 37.80$ 2,797.20$ Remove Existing 14" ACP Water 1,048 LF 91.75$ 96,154.00$ Remove Existing 8" ACP Water 15 LF 70.25$ 1,053.75$ 3" PVC Sch. 40 - Pvt 981 LF 43.25$ 42,428.25$ 4" PVC, C-900 DR18 - Pub 144 LF 55.00$ 7,920.00$ 6" PVC C-900 - Fire Main 61 LF 73.50$ 4,483.50$ 8" PVC C-900 - Fire Main 1,192 LF 91.75$ 109,366.00$ 8" PVC C-900 - Fire Main - In Existing Road 49 LF 128.50$ 6,296.50$ 15" PVC Sleeve for 8" Fire 21 LF 135.00$ 2,835.00$ 6" PVC Sleeve for 3" Water 21 LF 86.50$ 1,816.50$ 3" Gate Valve Assembly 5 EA 1,944.00$ 9,720.00$ 6" Gate Valve Assembly 1 EA 2,430.00$ 2,430.00$ 8" Gate Valve Assembly 8 EA 3,132.00$ 25,056.00$ 3" Backflow Assembly 2 EA 3,455.00$ 6,910.00$ 2" Manual Air Release 5 EA 3,885.00$ 19,425.00$ 2" Blow Off Assembly - Allowance 8 EA 4,225.00$ 33,800.00$ 2" Domestic Water Service 5 EA 4,860.00$ 24,300.00$ 2" Irrigation Service 1 EA 4,860.00$ 4,860.00$ 6" Fire Service to Buildings 4 EA 6,265.00$ 25,060.00$ 3" Endcap with 2" MAR 1 EA 540.00$ 540.00$ 8" Endcap with 2" MAR 1 EA 865.00$ 865.00$ 14" Endcap with Blow Off 1 EA 920.00$ 920.00$ 8" DDCA 2 EA 14,580.00$ 29,160.00$ Fire Hydrant Assembly 3 EA 14,150.00$ 42,450.00$ Connect to Existing 14" ACP 1 EA 12,960.00$ 12,960.00$ Connect to Existing 8" ACP 4 EA 11,340.00$ 45,360.00$ Adjust Valves / Hydrants to Grade 17 EA 705.00$ 11,985.00$ Total w/out Contingency:570,951.70$ Item Quantity Unit Unit Price Extension Joint Trench 1,842 LF 100.75$ 185,581.50$ Street Lights 6 EA 7,950.00$ 47,700.00$ Irrigation Meter Pedestals 1 EA 5,500.00$ 5,500.00$ Total w/out Contingency:238,781.50$ Dry Utilities Water - Potable Page 4 of 6 J.T. KRUER & COMPANY Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Item Quantity Unit Unit Price Extension Balance Street / Parkways from Utility Spoils 495 CY 13.15$ 6,509.25$ Fine Grade & Compact Subgrade 38,750 SF 0.44$ 17,050.00$ Curb Grade & Backfill 1,475 LF 2.75$ 4,056.25$ Demo/Removal - Exist. Sidewalk 263 SF 3.05$ 802.15$ Demo/Removal - Exist. Curb & Gutter 121 LF 45.00$ 5,445.00$ 6" Curb Only 1,500 LF 19.80$ 29,700.00$ 6" G-2 Curb & Gutter 1,480 LF 25.25$ 37,370.00$ Cross Gutter and Swales 1,030 SF 9.57$ 9,857.10$ Base Under Curbs & Ribbon Gutter 2,118 LF 2.75$ 5,824.50$ Place & Compact 4" AC on 10" RCLII Base 5,010 SF 4.50$ 22,545.00$ Place & Compact 4" AC on 16" RCLII Base 31,935 SF 5.50$ 175,642.50$ 2" Grind & Overlay 45,926 SF 2.50$ 114,815.00$ 4' - 4" PCC Sidewalk 13,000 SF 4.40$ 57,200.00$ Traffic Control - Asphalt 1 LS 6,380.00$ 6,380.00$ Survey Monument (Allowance) 12 EA 523.00$ 6,276.00$ Striping & Signage (Allowance)1 LS 6,050.00$ 6,050.00$ Pedestrian Ramps - Finish Only 14 EA 418.00$ 5,852.00$ Total w/out Contingency:511,374.75$ Item Quantity Unit Unit Price Extension CMU Masonry Wall - Tan Split Face 13,659 SF $ 61.50 $ 840,028.50 Fence on top of Walls (CMU and Segmental)3,073 LF 47.75$ 146,735.75$ Segmental Retaining Wall - Tan 15,470 SF 29.55$ 457,138.50$ Shoring Walls 1 LS 916,370.00$ 916,370.00$ Tubular Steel Fence at Spa Area 175 LF 58.25$ 10,193.75$ Tubular Steel Gate at Spa Area 1 EA 1,600.00$ 1,600.00$ ADA Handrail 117 LF 144.00$ 16,848.00$ Entry Monument - Allowance 1 LS 47,700.00$ 47,700.00$ Total w/out Contingency:2,436,614.50$ Walls & Fences Surface Improvements Page 5 of 6 J.T. KRUER & COMPANY Cascada Verde Grading and Improvements Preliminary Opinion of Cost - Site Development Budget J.T. Kruer & Company 10/13/2022 JTK / SC / CB Item Quantity Unit Unit Price Extension Mobilization 1 LS 9,205.00$ 9,205.00$ Irrigation Allowance 1 LS 257,075.00$ 257,075.00$ Landscape: Trees, Shrubs and Groundcover (mulch not incl)1 LS 185,841.00$ 185,841.00$ Artificial Turf 1 LS 20,224.75$ 20,224.75$ Restoration of Disturbed Areas - Onsite Mitigation 1 LS 175,164.00$ 175,164.00$ Mow Curb 1 LS 22,426.00$ 22,426.00$ Putting Green w/Artificial Turf 1 LS Included Tot Lot with Rubberized Surface 1 LS 78,290.70$ 78,290.70$ Concrete @ Spa/BBQ Area 1,016 SF 19.65$ 19,964.40$ BBQ Area 2 EA 9,556.95$ 19,113.90$ BBQ Counter 1 EA 7,793.50$ 7,793.50$ Spa (149 SF) - Excludes Gas & Electric 1 EA 59,950.00$ 59,950.00$ Tables (7 Ea. - Various)1 LS 3,970.00$ 3,970.00$ Benches (5 Ea - Various)1 LS 16,511.00$ 16,511.00$ Masonry Seat Walls 1 LS 5,450.00$ 5,450.00$ Bike Rack 1 EA 1,450.75$ 1,450.75$ Game Table 1 EA 3,995.00$ 3,995.00$ Chairs (5 Ea. - Various)1 LS 6,410.00$ 6,410.00$ Bar Stools 4 EA 737.25$ 2,949.00$ Lounge Chairs 4 EA 794.00$ 3,176.00$ Land Structures Shade Umbrella "Cooltopper"1 EA IncludedFreight for Site Furnishings 1 LS 4,630.25$ 4,630.25$ Trash Recepticles 2 EA 2,462.90$ 4,925.80$ Decorative Boulders 1 LS 3,956.45$ 3,956.45$ Restroom Facility 300 SF 385.00$ 115,500.00$ 90 Day Maintenance (Slope Landscaping)1 LS 7,821.25$ 7,821.25$ Total Increase w/out Contingency:1,035,793.75$ Hard Cost Total :8,274,829.89$ Hard Cost Total With 10% Contingency :9,102,312.87$ Grading & Improvements Hard Cost Total Landscape & Amenities Page 6 of 6 J.T. KRUER & COMPANY 3.2 PROJECT SCHEDULE : 1. I -, ,. ID Task Name Duration Start Finish Predecessors Resource Names 1 TOTAL PROJECT 336 days?Wed 6/1/22 Wed 9/13/23 2 Earthwork 140 days Wed 6/1/22 Tue 12/13/22 3 Mobilization 4 days Wed 6/1/22 Mon 6/6/22 4 Tree Removal 8 days Tue 6/7/22 Thu 6/16/22 3 5 Clear & Grub 3 days Fri 6/17/22 Tue 6/21/22 4 6 Dewatering 30 days Wed 6/22/22 Tue 8/2/22 5 7 Remedial Grading 19 days Mon 6/27/22 Thu 7/21/22 8 Mass Excavation 5 days Fri 7/22/22 Thu 7/28/22 7 9 Drill & Blast Rock 3 days Fri 7/29/22 Tue 8/2/22 8 10 Rock Excavation 4 days Wed 8/3/22 Mon 8/8/22 9 11 Sur-Charge Period 90 days Wed 8/10/22 Tue 12/13/22 10 12 Finish Grading 26 days Tue 8/9/22 Tue 9/13/22 10 13 Wet Utilities 197 days?Wed 9/14/22 Thu 6/15/23 14 Storm Drain, Structures & Water Quality Basin / Not in Sur-Chage Area 52 days Wed 9/14/22 Thu 11/24/22 12 15 Start Buildings on East side of Via Tranquilas 5 days?Tue 12/13/22 Mon 12/19/22 16 Storm Drain, Structures & Water Quality Basin / In Sur-Charge Area 49 days Wed 12/14/22 Mon 2/20/23 11 17 Sewer & Manholes / Not in Sur-Chage Area 14 days Fri 11/25/22 Wed 12/14/22 14 18 Sewer & Manholes / In Sur-Charge Area 34 days Tue 2/21/23 Fri 4/7/23 16 19 Water, including Testing / In Sur-Charge Area 49 days Mon 4/10/23 Thu 6/15/23 18 20 Dry Utilities 26 days Fri 6/16/23 Fri 7/21/23 21 Joint Trench 16 days Fri 6/16/23 Fri 7/7/23 22 Pull Cable & Install Equipment 10 days Mon 7/10/23 Fri 7/21/23 21 23 Surface Improvements 22 days Mon 7/10/23 Tue 8/8/23 24 Street Balancing & Curb Grade 5 days Mon 7/10/23 Fri 7/14/23 21 25 Pour Curb 5 days Mon 7/17/23 Fri 7/21/23 24 26 Backfill Curb & Fine Grade 4 days Mon 7/24/23 Thu 7/27/23 25 27 Base & Pave 3 days Fri 7/28/23 Tue 8/1/23 26 28 PCC Sidewalk & Driveway Approaches 5 days Wed 8/2/23 Tue 8/8/23 27 29 Landscaping 31 days Wed 8/2/23 Wed 9/13/23 30 Irrigation 11 days Wed 8/2/23 Wed 8/16/23 27 31 Soil Prep 7 days Thu 8/17/23 Fri 8/25/23 30 32 Planting 13 days Mon 8/28/23 Wed 9/13/23 31 May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep OctQtr 2, 2022 Qtr 3, 2022 Qtr 4, 2022 Qtr 1, 2023 Qtr 2, 2023 Qtr 3, 2023 Q CASCADA VERDE / SITE DEVELOPMENT Kruer Engineering Construction / Schedule Date 4-14-2022 -- - - - - - - - - - - - - - - - - - - - - - r ■ ~--~~~1 r .. - r ' r - 4. APPENDIX A : 1. I -, ,. 4.1 EXHIBITS : 1. I -, ,. Cascada Verde Earthwork Analysis & Bulk / Shrink Study J. T. Kruer & Co. 4/19/2022 Total Excavation Description Raw Volume Unit Bulk Shrink Adjusted Volume Unit Remedial Excavation 44,763 CY N / A 15%38,049 CY Remedial Excavation: Wet 5,687 CY N / A 15%4,834 CY Mass Excavation 9,853 CY 3% N / A 10,149 CY Rock Excavation 359 CY 18% N / A 424 CY Over-Excavation: Transition 1,538 CY 0% N / A 1,538 CY Over-Excavation: Rock Pad 190 CY 18% N / A 224 CY Total 62,390 CY N / A N / A 55,217 CY Total Fill Description Raw Volume Unit Bulk Shrink Adjusted Volume Unit Clearing Loss 1,159 CY N / A N / A 1,159 CY Fill per Plan 11,461 CY N / A N / A 11,461 CY Fill to Over-Excavation 1,728 CY N / A N / A 1,728 CY Remedial Fill 50,450 CY N / A N / A 50,450 CY Total 64,798 CY N / A N / A 64,798 CY Summary Description Cut Unit Fill Unit Surplus / (Shortfall) Unit Raw Quantities 62,390 CY 64,798 CY (2,408) CY Adjusted Quantities 55,217 CY 64,798 CY (9,581) CY Job: Cascada VerdeUnits: Ft-CYWed Apr 6, 2022 13:21:33 Page 1 Volume Report Design vs Existing Area Volume Comp/Ratio Compact Export Change Total Cut Fill OnGrade Cut Fill Cut Fill Cut Fill -Import Per 0.1 ftJobsite 132,948 60,790 66,592 5,566 9,483 11,459 1.00 1.00 9,483 11,459 -1,976 Rock 3,794 354 26.50 9,381 9,381 Jobsite Total: 9,837 11,459 18,864 11,459 7,405 492 Ramp 579 422 85 72 11 2 1.00 1.00 11 2 9 Rock 226 5 26.50 132 132 Ramp Total: 16 2 143 2 141 2 Regions Total 133,527 61,212 66,677 5,638 9,494 11,461 9,494 11,461 -1,967 494 Rock 4,020 359 9,513 9,513 Regions Total: 9,853 11,461 19,007 11,461 7,546 494 Job: Cascada Verde layerUnits: Ft-CYWed Apr 6, 2022 13:27:03 Page 1 Volume Report Removals vs Lowest Area Volume Comp/Ratio Compact Export Change Total Cut Fill OnGrade Cut Fill Cut Fill Cut Fill -Import Per 0.1 ftJobsite 132,952 122,798 9,721 433 50,257 2,676 1.00 1.00 50,257 2,676 47,581 492 Ramp 579 579 0 0 193 0 1.00 1.00 193 0 193 2 Regions Total 133,531 123,377 9,721 433 50,450 2,676 50,450 2,676 47,774 494I J I ? ~ LIMITED LIABILITY COMP ANY REGULATIONS OF LANSIDRE HOUSING PARTNERS, LLC. TABLE OF CONTENTS ARTICLE I: Purpose ARTICLE II: Members; Membership Interests ARTICLE III: Management and Control of Business ARTICLE IV: Accounting and Records ARTICLE V: Allocations; Distributions; Interests ARTICLE VI: Changes in Members ARTICLE VII: Dissolution AR TI CLE VIII: Indemnification ARTICLE IX: Miscellaneous REGULATIONS OF LANSHIRE HOUSING PARTNERS LLC The members of the Lanshire Housing Partners LLC, (the "Company"), a limited liability company created under the Texas Limited Liability Company Act (the "Act"), adopt the following Regulations in order to regulate the Company's affairs, conduct its business, and establish the relations of its members: DEFINITIONS "Act" means the Texas Limited Liability Company Act, as it may be amended from time to time. "Additional Member" means any person or entity admitted as a Member pursuant to Section 2.8 of these Regulations. "Affiliate" means any individual, partnership, corporation, limited liability company, trust,-or __ other __ Entit)' or _ association,-directly_ or indirectl}',-through _one __ or_more __ . intermediaries, controlling, controlled by, or under common control with a Member. The term "control," means, with respect to a corporation the right to exercise, directly or indirectly, more than 50 percent of the voting rights attributable to the controlled corporation, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Entity. "Available Cash" of the Company means all cash funds of the Company on hand from tim~ to time ( other than cash funds obtained as contributions to the capital of the Company by the Members and cash funds obtained from loans to the Company) after (i) payment of all operating expenses of the Company as of that time, (ii) provision for payment of all outstanding and unpaid current obligations of the Company as of that time, and (iii) provision for a working capital reserve in accordance with Section 5.2, below. "Bankruptcy" means, and a Member is deemed a "Bankrupt Member" on (i) the entry of a decree or order for relief against the member by a court of competent jurisdiction in any involuntary case brought against the Member under any bankruptcy, insolvency, or other similar law (collectively, "Debtor Relief Laws") generally affecting the rights of creditors and relief of debtors now or hereafter in effect, (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent under applicable Debtor Relief Laws for the Member or for any substantial part of its assets or property, (iii) the ordering of the winding up or liquidation of the Member's affairs, (iv) the filing of a petition in any such involuntary bankruptcy case that remains undismissed or suspended pursuant to Section 305 of the Federal Bankruptcy Code ( or any corresponding provision of any future United States bankruptcy law), (v) the commencement by the Member of a voluntary case under any applicable Debtor Relief Law now or hereafter in effect, (vi) the consent by the Member to the entry of an order Lanshire Housing Partners LLC Page I of 18 for relief in an involuntary case under any such law or to the appointment of or the taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar agent under any applicable Debtor Relief Laws for the Member or for any substantial part of its assets or property, or (vii) the making by a Member of any general assignment for the benefit of its creditors. "Capital Account" means the individual accounts established and maintained pursuant to Section 2.6(b) of these regulations. "Capital Contribution" means the total value of cash and agreed fair market value of property contributed and agreed to be contributed to the Company by each Member, as shown in Exhibit A, as may be amended from time to time. Reference in these Regulations to the Capital Contribution of a present Member includes a Capital Contribution previously made by any prior Member for the interest of the present Member, reduced by any distribution to the Member in return of "Capital Contribution" as contemplated herein. Additional Capital Contributions may be made only by a Member with that Member's consent and with the consent of all other Members. "Company" refers to Lanshire Housing Partners LLC. "Entity" means any association, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, joint stock association, joint venture, firm, trust, business trust, cooperative, and foreign associations of like structure. "Interest" in the Company means the entire ownership interest of a Member in the Company at any particular time, including the right of the Member to any and all benefits to which a Member may be entitled as provided in these Regulations and under the Act, together with the obligations of the Member to comply with all of the terms and provisions of these Regulations. "Percentage Interests" of a Member means the percentage of a Member set forth opposite the name of the Member under the column "Percentage Interest" in Exhibit A to these regulations, as that percentage may be adjusted from time to time. "Person" includes an individual, partnership, limited partnership, limited liability partnership, limited liability company, foreign limited liability company, trust, estate, corporation, custodian, trustee, executor, administrator, nominee or entity in a representative capacity. "Principal Office" means the office of the Agent as shown in the Articles, or the other address as may be established pursuant to these Regulations. "Pro Rata Part" means the proportion that a Percentage Interest of a Member bears to the aggregate Interest in the Company of all Members. Lanshire Housing Partners LLC Page 2 of 18 "Regulations" means these Regulations, as originally executed and as amended from time to time. "Substitute Member" means any person or Entity who or which is admitted into Membership on the written consent of all Members pursuant to Section 6.4. ARTICLE I PURPOSE 1.1. Company Purpose. The general purposes of the Company are as set forth in the Articles. The Company may exercise all powers reasonable or necessary to pursue its purpose. In addition, the Company may engage in and do any act concerning any or all lawful businesses for which limited liability companies may be organized according to the Act which purposes have been specifically authorized by all Members. ARTICLE II MEMBERS; MEMBERSHIP INTERESTS 2.1. Names, Addresses and Initial Capital Contributions of Members. Members, their respective addresses, their initial Capital Contributions to the Company, and their respective Percentage Interest in the Company are set forth on Exhibit A, attached and made part of these Regulations. Each Member agrees to make the initial contribution set out in Exhibit A within 60 days. 2.2. Future Contributions. Subsequent contributions must be in the amounts and may be in any type of property as agreed on by all of the Members. No Member is required to make a Capital Contribution to the Company other than the Capital Contribution required to be made by that Member under Section 2.1 without the Member's prior express consent. 2.3. Member Loans or Services. Loans or services by a Member to the Company may not be treated as a contribution to the capital of the Company. 2.4. Units of Membership Interests. The membership interest of the Company may be divided into Units, each Unit to represent the amount of capital contributed as the Members unanimously determine. 2.5. Certificates for Membership Interests. The Member's Interest in the Company may be represented by a Certificate of Membership. The contents of a Certificate of Membership are determined by the Members. Lanshire Housing Partners LLC Page 3 of 18 2.6. Capital and Capital Accounts. (a) The initial Capital Contribution of each Member is as set forth in Exhibit A. No interest may be paid on any Capital Contribution. (b) An individual capital account (the "Capital Account") must be established and maintained on behalf of each Member, including any additional or substituted Member who hereafter receives an Interest in the Company. The Capital Account of each Member consists of (i) the amount of cash the Member has contributed to the Company, plus (ii) the agreed fair market value of any property the Member has contributed to the Company, less any liabilities assumed by the Company or to which the property is subject, plus (iii) the amount of profits or income (including tax-exempt income) allocated to the Member, less (iv) the amount of losses and deductions allocated to the Member, less (v) the amount of all cash distributed to the member, less (vi) the fair market value of any property distributed to the Member, net of any liability assumed by the Member or to which the property is subject, less (vii) the Member's share of any other _expenditures __ thaLare. noL.deductible_b~ the Gompany_for_fe.deraLinc_ome__tax __ purposes or which are not allowable as additions to the basis of Company property, and (viii) subject to other adjustments that may be required under the Code. The Capital Account of a Member is not affected by adjustments to basis made pursuant to Section 743 of the Internal Revenue Code but must be adjusted with respect to adjustments to basis made pursuant to Section 734 of the Code. (c) No Member may withdraw his, her or its Capital Contribution or demand and receive property of the Company or a distribution in return for his, her or its Capital Contribution, except as is specifically provided in these Regulations or required by law. No Member may receive out of Company property any part of his, her or its Capital Contribution until (i) all liabilities of the Company, except liabilities to Members on account of their loans have been paid or sufficient Company property remains to pay them, and (ii) all Members consent, unless the return of the Contribution to Capital is rightfully demanded as provided in the Act. ( d) Subject to the provisions of subsection ( c) of this section, a Member may rightfully demand the return of his, her or its Capital Contribution (i) on the dissolution of the Company, or (ii) as may otherwise be provided in the Act. A Member may demand and receive only cash in return for the Member's Capital Contribution. ( e) Except as is specifically provided otherwise in these Regulations or in the Act, no Member has any liability or obligation to restore a negative or deficit balance in that Member's Capital Account. 2. 7. Admission of Additional Capital. Additional capital may be contributed to the Company, but only on the written consent of all Members. 2.8. Admission of Additional Members. As provided in the Articles, the Members may Lanshire Housing Partners LLC Page 4 of 18 admit to the Company additional Member(s) to participate in the profits, losses, available cash flow, and ownership of the assets of the Company on terms determined by all of the Members. Admission of any Additional Member(s) requires the written consent of all Members then having any Interest in the Company. Any Additional Members are allocated gain, loss, income or expense by the method provided in these Regulations, and if no method is specified, then as may be permitted by Section 706( d) of the Internal Revenue Code. 2.9. Limitation on Liability. No Member is liable under a judgment, decree or order of the court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law. No Member is required to loan any funds to the Company. Except as is expressly provided otherwise in these Regulations, no Member is required to make any contribution to the Company by reason of any negative balance in his, her or its capital account, nor does any negative balance in a Member's capital account create any liability on the part of the Member to any third party. 2.10. No Individual Authority. Unless expressly provided in Article III, no Member, acting alone, has-any authority to actfor,---or-to undertake or assume, any-obligation, debt, duty or responsibility on behalf of, any other Member or the Company. 2.11. No Member Responsible for Other Member's Commitment. In the event that a Member (or a Member's shareholders, partners, members, owners, or Affiliates) has incurred any indebtedness or obligation prior to the execution date of these Regulations that relates to or otherwise affects the Company, neither the Company nor any other Member has any liability or responsibility with respect to the indebtedness or obligation unless the indebtedness or obligation is assumed by the Company pursuant to a written instrument signed by all Members. Furthermore, neither the Company nor any Member is responsible or liable for any indebtedness or obligation that is hereafter incurred by any other Member (or a Member's shareholder, partners, members, owners, or Affiliates). In the event that a Member (or a Member's shareholders, partners, members, owners, or Affiliates (collectively, the "liable Member")), whether prior to or after the date of execution of these Regulations, incurs ( or has incurred) any debt or obligation for which neither the Company nor any of the other Members is responsible or liable, the liable Member must indemnify and hold harmless the Company and the other Members from any related liability or obligation they may incur. ARTICLE III MANAGEMENT AND CONTROL OF BUSINESS 3.1. Overall Management Vested in Members. (a) Except as expressly provided otherwise in these Regulations or otherwise agreed, management of the Company is vested in the Members in proportion to their initial Capital Contributions. Except as provided in Section 3.3, below, all powers of the Company are exercised by or under the authority of the members and the business and Lanshire Housing Partners LLC Page 5 of 18 affairs of the Company are managed under the direction of the Members. The Members or any of their Affiliates may engage in other activities of any nature. 3.2. Meetings of the Members. (a) Meetings of Members may be called by Members representing in the aggregate more than 50 percent of the Percentage Interests in the Company. (b) The Company must deliver or mail written notice stating the date, time, and place of any meeting of Members and, when otherwise required by law, a description of the purposes for which the meeting is called, to each Member of record entitled to vote at the meeting, at the address that appears in the records of the Company. The notice is to be mailed at least seven (7), but not more than ninety (90), days before the date and time of the meeting. A Member may waive notice of any meeting, before or after the date of the meeting, by delivering a signed waiver to the Company for inclusion in the minutes of the Company. A Member's attendance at any meeting, in person or by proxy (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning-of-the meeting objects-to-holding -the-meeting or_ transacting _business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within any purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. ( c) The record date for the purpose of determining the Members entitled to notice of a Members' meeting, for demanding a meeting, for voting, or for taking any other action is the tenth (10th) day prior to the date of the meeting or other action. ( d) A Member may appoint a proxy to vote or otherwise act for the Member pursuant to a written appointment form executed by the Member or the Member's duly authorized attorney-in-fact. An appointment of a proxy is effective when received by the Company. The general proxy of a fiduciary is given the same effect as the general proxy of any other Member. A proxy appointment is valid for eleven (11) months unless otherwise expressly stated in the appointment form. ( e) At any meeting of Members, each Member entitled to vote has a number of votes equal to the number of Units issued to the Member pursuant to Section 2.4, if any, and if none, to the product of (i) the Member's Percentage Interest as set forth on Exhibit A ( or subsequent amended exhibits) times (ii) one hundred (100). At any meeting of Members, presence of Members entitled to cast at least 51 percent of the total votes of all Members entitled to vote at the meeting constitutes a quorum. Action on a matter is approved if the matter receives approval by at least 51 percent of the total number of votes entitled to be cast by all Members in the Company entitled to vote at the meeting or the greater number as may be required by law or the Articles for the particular matter under consideration. On the occurrence of a Dissolution Event, a Former Member is not entitled to a vote in determining whether the Company will purchase the interest of the Former Member as permitted in Section 6.1. Also, any assignee of a Member's Interest in the Company is Lanshire Housing Partners LLC Page 6 of 18 not entitled to vote or participate on any matters at any meeting unless the assignee becomes a Substitute Member as contemplated in Section 6.4. (f) Any action required or permitted to be taken at a Members' meeting may be taken without a meeting if the action is taken by all of the Members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action to be taken, signed by all the Members entitled to vote on the action, and delivered to the Company for inclusion in the minutes. The record date for determining Members entitled to take action without a meeting is the first date a Member signs the consent to the action. (g) Any or all Members may participate in a Members' meeting by, or through the use of, any means of communications by which all Members participating may simultaneously hear each other during the meeting. A Member so participating is deemed to be present in person at the meeting. (h) At any Members' meeting the Members must appoint a person to preside at the _ meeting and a person to act as secretary of the meeting. The_ secretary __ of the_meeting must prepare minutes of the meeting which are placed in the minute books of the Company. 3.3. Members to Make Joint Decisions. (a) Major Decisions. No act may be taken, sum expended, decision made or obligation incurred by the Company except by the unanimous consent of all Members with respect to a matter within the scope of any of the major decisions enumerated below (the "Major Decisions"). The Major Decisions include (i) the sale of all or substantially all assets of the Company, (ii) mortgage or encumbrance on all or substantially all assets of the Company, (iii) any matter which could result in a change in the amount or character of the Company's contributions to capital, (iv) a change in the character of the business of the Company, (v) borrowing or lending of money, (vi) commission of an act which would make it impossible for the Company to carry on its ordinary business, or (vii) contravene these Regulations. (b) Alteration of Management Responsibilities. Management responsibilities as set forth in this Section may not be altered except by the action of a majority in interest of all Members at a meeting called on written notice expressly describing alternation of management responsibilities as one of the purposes of the meeting. ( c) Managing Member Compensation. Members may receive compensation as determined by all Members for services provided in the management of the Company. In all events, Members may be reimbursed for all expenses advanced by Members on behalf of the Company. Lanshire Housing Partners LLC Page 7 of 18 3.4. Powers of Members as Managers. (a) Except as expressly provided in Section 3.3, above, each of the Members has all necessary powers to carry out the purposes, business, and objectives of the Company, including, but not limited to, the right to enter into and carry out contracts of all kinds; to employ employees, agents, consultants and advisors on behalf of the Company; to lend or borrow money and to issue evidences of indebtedness; to bring and defend actions in law or at equity; to buy, own, manage, sell, lease, mortgage, pledge or otherwise acquire or dispose of Company property. Each Member may deal with any related Affiliate or other related person, firm or Entity on terms and conditions that would be available from an independent responsible third party that is willing to perform. (b) The Members may employ a competent person to be responsible for authenticating the records of the Company, including keeping correct and complete books of account that show accurately at all times the financial condition of the Company; safeguarding all funds, notes, securities, and other valuables that may from time to time come into possession of _the _Companr; _depositing_all funds of the Company_with_depositories designated by the Members. This competent person may have such other duties as the Members may from time to time jointly prescribe, but under no circumstances does the employee have any of the rights, powers, responsibilities or duties of a Member of the Company as prescribed herein or by law. Any person responsible for the above-described duties may be terminated at any time by a Member, and any Member may restrict the duties and/or authority of the person responsible for these duties at any time. ( c) Every contract, deed, mortgage, lease and other instrument executed by a Member is conclusive evidence in favor of every person relying on or claiming under the fact that, at the time of its delivery, (i) the Company was in existence, (ii) neither these Regulations nor the Articles had been amended in any manner to restrict the delegation of authority among the Members, and (iii) the execution and delivery of the instrument was duly authorized by the Members. Any person may always rely on a certificate addressed to him and signed by any Member regarding the following: (i) The identity of the Members; (ii) The existence or non-existence of any fact that constitutes a condition precedent to acts by the Member or in any other manner germane to the affairs of the Company; (iii) Identity of person who is authorized to execute and deliver any instrument or document of the Company; (iv) The authenticity of any copy of the Articles, these Regulations, and any other document relating to the conduct of the affairs of the Company; and (v) Any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member in the capacity as a Member of the Company. Lanshire Housing Partners LLC Page 8 of 18 3.5. Reimbursement of Expenses. Each Member is entitled to reimbursement from the Company of all expenses of the Company reasonably incurred and paid by the Member on behalf of the Company. 3.6. Organization Expenses. The Company must pay all expenses incurred in the organization of the Company. ARTICLE IV ACCOUNTING AND RECORDS 4.1. Records and Accounting. The books and records of the Company must be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal and state tax purposes. The books and records of the Company must reflect all Company transactions and must be appropriate and adequate for the Company's business. The fiscal year of the Company for financial reporting and for federal income tax purposes is the calendar year. 4.2. Access to Accounting Records. All books and records of the Company must be maintained at any office of the Company or at the Company's principal place of business, and each Member, and his, her or its duly authorized representative, must have access to them at the office of the Company and the right to inspect and copy them at reasonable times. 4.3. Annual and Tax Information. The Members must use their best efforts to cause the Company to deliver to each Member, within forty-five (45) days after the end of each fiscal year, all information necessary for the preparation of the Member's federal income tax return. The Members must also use their best efforts to cause the Company to prepare, within thirty (30) days after the end of each fiscal year, a financial report of the Company for the fiscal year, which contains a balance sheet as of the last day of the year then ended, an income statement for the year then ended, a statement of sources and applications of funds, and a statement of reconciliation of the Capital Accounts of the Members. 4.4. Accounting Decisions. All decisions regarding accounting matters, except as otherwise specifically set forth in these Regulations, must be made by the Members. The Members may rely on the advice of their accountants as to whether the decisions are in accordance with accounting methods followed for federal and state tax purposes. 4.5. Income Tax Elections. The Company may make all elections for federal income tax purposes, including, but not limited to, the following: (a) To the extent permitted by applicable law and regulations, elect to use an accelerated depreciation method on any depreciable unit of the assets of the Company; and (b) In case of a transfer of all or part of the Company Interest of any Member, the Lanshire Housing Partners LLC Page 9 of 18 Company may elect, pursuant to Sections 734, 743, and 754 of the Internal Revenue Code, as amended (or corresponding provisions of future law) to adjust the basis of the assets of the Company. ARTICLEV ALLOCATIONS; DISTRIBUTIONS; INTERESTS 5.1. Allocation of Net Income, Net Loss or Capital Gains. Except as may be expressly provided otherwise in this Article and subject to the provisions of Section 704( c) of the Internal Revenue Code, the net income, net loss or capital gains of the Company for each fiscal year of the Company is allocated to the Members, pro rata in accordance with their Percentage Interest. 5.2. Distribution of Available Cash. Periodically, but not less frequently than at the end of each calendar quarter, the Available Cash of the Company, if any, must be distributed to the Members, pro rata in accordance with their Percentage Interest. For any calendar quarter, Available Cash of the Company need not he distributed to the_extent thaUhe_cash is required for a reasonable working capital reserve for the Company, the amount of reasonable working capital reserve to be determined by the Members. 5.3. Allocation of Income and Loss and Distributions in Respect of Interests Transferred. (a) If any Interest in the Company is transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any fiscal year of the Company, each item of income, gain, loss, deduction, or credit of the Company for the fiscal year must be assigned pro rata to each day in the particular period of the fiscal year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each item so assigned to any day is allocated to the Member based on his, her or its respective Interest in the Company at the close of the day. For the purpose of accounting convenience and simplicity, the Company may treat a transfer of, or an increase or decrease in, an Interest in the Company which occurs at any time during a semimonthly period ( commencing with the semimonthly period including the date hereof) as having been consummated on the first day of the semimonthly period, regardless of when during the semimonthly period the transfer, increase, or decrease actually occurs (i.e., sales and dispositions made during the first 15 days of any month are deemed to have been made on the 16th day of the month). (b) Distributions of Company assets in respect of an Interest in the Company are made only to the Members who, according to the books and records of the Companr, are the holders of record of the Interests in respect of which the distributions are made on the actual date of distribution. Neither the Company nor any Member incurs any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company or the Member has knowledge or notice of any transfer or purported transfer of ownership of Interest in the Company which has not been approved Lanshire Housing Partners LLC Page JO of 18 by unanimous vote of the Members. Notwithstanding any prov1s1on above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company must be allocated solely to the parties owning Interests in the Company as of the date the sale or other disposition occurs. ARTICLE VI CHANGES IN MEMBERS 6.1. Death, Dissolution, Retirement or Bankruptcy of Member. (a) The death, retirement, resignation, bankruptcy or dissolution of a Member, or the expiration of the period for the duration of the Company, or the occurrence of any other event which terminates the continued membership of a Member in the Company ( a "Dissolution Event"), dissolves the Company unless the remaining Member(s) unanimously consent to the continuation of the business of the Company ("Unanimous Consent"). If the Member whose actions or conduct result in the Dissolution Event _ _ ( 'Eonner .Member"J _or the Fonner_ Member's_ representativ:e, rightfully__demands_the return of his Interest by a written notice to the remaining Member(s), the Company (if the remaining Member(s) unanimously consent in writing) or remaining Member(s), to avoid dissolution of Company, must within sixty (60) days following the written notice, purchase the Former Member's Interest as provided in the subsections to this Article. (b) On the occurrence of the Dissolution Event, and the Unanimous Consent, and if applicable, the rightful demand for the return of the Former Member's Interest by the Former Member or the Former Member's representative, the Company has first option to purchase the Interest of the Former Member by giving notice of the intent to purchase within sixty (60) days following occurrence of the Dissolution Event or the demand for return of contribution. If the Company elects to give notice within sixty (60) days, the purchase and sale obligation accrues one hundred and twenty (120) days after the Dissolution Event or rightful demand for return of contribution. After the Company has given notice of its election and prior to the date on which the purchase and sale obligation accrues, the parties must take all necessary steps to determine the price and terms of the purchase and sale obligation as provided below. ( c) If the Company does not exercise its first option to purchase the Interest of a Former Member within sixty (60) days as provided above, for 30 days thereafter, that is, between the sixty-first (61 s~ and ninetieth (90tll) day after the Dissolution Event or the rightful demand for withdrawal of contribution, the remaining Members have an option to purchase the interest. Between the sixty-first (61 st) and ninetieth (90th) day, the remaining Member(s) must notify the Former Member and all other Members in writing of their desires to purchase a portion of the Former Member's Interest. The failure of a Member to submit a notice within the applicable period constitutes an election on the part of the remaining Member not to purchase any of the Former Member's Interest. Each remaining Member may purchase a portion of the Former Member's Interest based on the remaining Lanshire Housing Partners LLC Page 11 of 18 Member's Pro Rata Part on the date of the Unanimous Consent or the date of receipt of the rightful demand for the return of its Interest by the Former Member. (d) If the remaining Member(s) elects not to purchase any or to purchase less than all of the remaining Member's Pro Rata Part of the Former Member's Interest, the Company may at its election purchase the portion of the Former Member's Interest. In the event the Company elects not to purchase the Former Member's Interest, the unpurchased portion may be purchased by those remaining Members that elected to purchase more than their Pro Rata Part. (e) If the remaining Members fail to purchase the entire interest of the Former Member, the interest passes by operation of law to any assignee or remains with the Former Member, subject to any right of the holder of the interest to demand payment therefor according to Texas law. (f) Notwithstanding any other provision in Article VI, to the contrary, the remaining Members may mutually agree to an allocation of the Former Member's Interest to be purchased by each of them. (g) The Former Member's Interest must be valued according to its book value for federal income tax purposes, provided, however, a party to a purchase of the Interest pursuant to this Article VI who deems the value to vary from fair market value (as defined below) by more than twenty-five (25) percent, may request and receive an appraisal. In that event, the Former Member's Interest must equal the fair market value of that Interest as determined by agreement between the Former Member or the representatives of the Former Member and the purchaser or purchasers no less than twenty-one (21) days prior to the date on which the purchase and sale obligation accrue, or in case of failure to agree within the time period, as determined by three appraisers, one selected by the Former Member or the Former Member's representative, one selected by the remaining Member(s), and one selected by the two appraisers so named. The appraiser shall be instructed to appraise the net fair market value of the underlying assets of the Company and multiply the value by the Former Member's Percentage Interest, which is then further discounted by the appraiser to reflect lack of marketability, loss of counsel of the Former Member, absence of control for a minority interest, and other factors that the appraiser may reasonably believe to affect the value of an Interest in the Company. The fair market value of the Former Member's Interest in the Company is the average of the two appraisals closest in amount to each other. In the event the fair market value is determined to be within the twenty-five (25) percent of book value, the party requesting the appraisal must pay all expense of the same otherwise incurred by the parties offering to enter into the transaction at the book valuation. (h) The purchase and sale obligation for all purposes under Section 6.1 accrues one hundred and twenty (120) days after the Dissolution Event, assuming the Unanimous Consent has been obtained. In the case of a rightful demand for withdrawal of contribution to capital by any Member, the purchase and sale obligation accrues one hundred and eighty (180) days after the demand. Lanshire Housing Partners LLC Page 12 of 18 (i) The purchase price must be paid by the Company (if all Members consent in writing) or the remaining Member(s), as the case may be, either (i) in three (3) equal annual installments of principal together with interest, commencing to accrue from the date of closing, at the then current Mid-Term Applicable Federal Rate (the "AFR") under Section 1274(d) of the Internal Revenue Code for the month in which the first payment is made ( or a rate per annum equal to what the AFR would be for the month under Section 1274(d) if the AFR is no longer published) to fully amortize the purchase price over the three (3) payments with the first payment being due and payable when the purchase and sale obligation shall accrue, or (ii) without interest when the purchase and sale obligation accrue, as the Company and/or the remaining Member(s), as the case may be, elect in their sole discretion. G) Closing of any sale transaction pursuant to this Section occurs on the date the purchase and sale obligation is to accrue as provided herein, or the next previous business day if the same falls on a weekend or holiday. At the closing, documents evidencing the payment obligation(s) must be delivered by the purchasers, and any certificates, duly endorsed, must be delivered by the Former Member or the representatives of the Former -Member. (k) This Article does not prohibit Members from agreeing on terms and conditions for the purchase by the Company or any Member(s) of the Interest of any Member in the Company desiring to retire, withdraw or resign, in whole or in part, as a Member ( on such terms and conditions as are agreed on by the selling Member and the Company or the remaining Member(s)), nor does anything herein limit or otherwise affect the ability of a Member to demand a return of his, her or its contribution to the Company as provided in the Act. 6.2. Transfer and Assignment of Member's Interest. No Member may assign, convey, sell, encumber or in any way alienate all or any part of his, her or its Interest in the Company as a Member without the prior written unanimous consent of all the other Members, which consent may be given or withheld, conditioned or delayed (as allowed by these Regulations or the Act), as the remaining Members may determine in their sole discretion. 6.3. Further Restrictions on Transfer. No Member may assign, convey, sell, encumber or in any way alienate all or any part of his, her or its Interest in the Company (i) without registration under applicable securities laws, or unless he, she or it delivers an opinion of counsel satisfactory to the Company that registration is not required; or (ii) if the Interest to be sold or exchanged, when added to the total of all other interests sold or exchanged in the preceding twenty-four (24) consecutive months prior thereto, would result in the termination of the Company under Section 708 of the Internal Revenue Code. 6.4. Substitute Members. A transferee may become a substitute Member if (i) the requirements of Sections 6.2 and 6.3 are met, (ii) the person or entity executes an instrument satisfactory to the remaining Members accepting and adopting the terms and Lanshire Housing Partners LLC Page 13 of 18 provisions of these Regulations, and (iii) the person or entity pays all reasonable expenses in connection with his, her or its admission as a remaining Member. 6.5. Effect of Transfer. Any permitted transfer of all or any portion of a Member's Interest in the Company takes effect on the first day of the month following receipt by the Members of written notice of transfer. Any transferee of an Interest in the Company takes subject to the restrictions on transfer imposed by these Regulations and to the Texas Limited Liability Company Act. 7.1. Dissolution of the Company. ARTICLE VII DISSOLUTION (a) The Company is dissolved, its assets are disposed of, and its affairs wound up on the first of the following to occur: (i) A determination by Members owning more than 50 percent of the interests in the Company that the Company should be dissolved; (ii) A Dissolution Event, and the Company's or remaining Members' failure to purchase the Interest of the Former Member as provided in Section 6.1; (iii) The expiration of the Company term as stated in its Articles; or (iv) At any earlier time as provided by applicable law. (b) In settling accounts of the Company after dissolution, the liabilities of the Company must be paid in the following order, all as required by the Act: (i) Liabilities to creditors, in the order of priority as provided by law; except those to Members of the Company on account of their contributions; (ii) Liabilities to Members of the Company in respect of their share of the profits and other compensation by way of income on their contributions; and (iii) Liabilities to Members of the Company in respect of their contribution to capital. ARTICLE VIII INDEMNIFICATION 8.1. Indemnification of Members. (a) To the greatest extent not inconsistent with the laws and public policies of Texas, the Lanshire Housing Partners LLC Page 14 of 18 Company indemnifies, as a matter of right, any Member (any Member who is a person, and any responsible officer, partner, shareholder, director, or manager of the Member which is an Entity, referred to as the indemnified "individual") made a party to any proceeding because he or she is or was a Member, against all liability incurred by the individual in connection with any proceeding; provided that it is determined in the specific case according to subsection ( d) of this Section, that indemnification of the individual is permissible in the circumstances because the individual has met the standard of conduct for indemnification set forth in subsection ( c) of this Section. The Company will pay for or reimburse the reasonable expenses incurred by a Member in connection with any such proceeding in advance of final disposition thereof if (i) the individual furnishes the Company a written affirmation of the individual's good faith belief that he or she has met the standard of conduct for indemnification described in subsection ( c) of this Section, (ii) the individual furnishes the Company a written undertaking, executed personally or on that individual's behalf, to repay the advance if it is ultimately determined that the individual did not meet the standard of conduct, and (iii) a determination is made in accordance with subsection ( d) that based on facts then known to those making the determination, indemnification would not be precluded under this Section. The undertaking described in subsection (a)(ii), above, must be a general obligation of the individual, subject to the reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company must indemnify a Member who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, as a matter of right, against reasonable expenses incurred by the individual in connection with the proceeding without the requirement of a determination as set forth in subsection ( c) of this Section. On demand by a Member for indemnification or advancement of expenses, the Company must expeditiously determine whether the Member is entitled to indemnification in accordance with this Section. The indemnification and advancement of expenses provided for under this Section is applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Section. (b) The Company may, but need not, indemnify an individual who is or was an employee or agent of the Company to the same extent as if the individual were a Member. ( c) Indemnification of an individual is permissible under these Regulations only if this individual (i) conducted himself or herself in good faith, (ii) reasonably believed that his or her conduct was in or at least not opposed to the Company's best interest; (iii) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful; and (iv) the individual is not adjudged in any such proceeding to be liable for negligence or misconduct in the performance of duty. The termination of a proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent is not, of itself, determinative that the individual did not meet the standard of conduct described in this subsection ( c ). ( d) The determination whether indemnification or advancement of expenses 1s permissible must be made in any one of the following manners: (i) By a majority vote of the Members who are not parties to the proceeding; or Lanshire Housing Partners LLC Page 15 of 18 (ii) By special legal counsel selected by a majority vote of the Members who are not parties to the proceeding. ( e) A Member of the Company who is a party to a proceeding may apply for indemnification from the Company to the court, if any, that is conducting the proceeding or to another court of competent jurisdiction. (f) These Regulations do not limit or preclude the exercise or exclude any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any individual who is or was a Member of the Company or is or was serving at the Company's request as a director, officer, partner, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association, limited liability company, corporation, joint venture, trust, employee benefit plan, or other enterprise, whether for- profit or not. Nothing contained in these Regulations limits the ability of the Company to otherwise indemnify or advance expenses to any individual. The intent of the parties making these Regulations is to provide indemnification to Members to the fullest extent -now. or hereafter-permitted by-the -law .consistent-with the -terms -and-conditions-of-this Section. Indemnification is provided in accordance with this, without regard to the nature of the legal or equitable theory on which a claim is made including without limitation negligence, breach of duty, mismanagement, waste, breach of contract, breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law. (g) For purposes of this Section, the following apply: (i) The term "expenses" includes all direct and indirect costs (including without limitation counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Section, applicable law or otherwise. (ii) The term "liability'' means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (iii) The term "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (iv) The term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. Lanshire Housing Partners LLC Page 16 of 18 (v) The Company may purchase and maintain insurance for its benefit, the benefit of any individual who is entitled to indemnification under this section, or both, against any liability asserted against or incurred by the individual in any capacity or arising out of the individual's service with the Company, whether or not the Company would have the power to indemnify the individual against liability. ARTICLE IX MISCELLANEOUS 9.1. Complete Agreement. These Regulations and the Articles constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter described. These Regulations and the Articles replace and supersede all prior agreements by and among the Members with respect to the subject matter described. These Regulations and the Articles supersede all prior written and oral statements and no representation, statement, or condition or warranty not contained in these Regulations or the Articles is binding-on the Members or has any--force or-effect whatsoever.- 9.2. Governing Law. These Regulations and the rights of the parties hereunder are governed by, interpreted, and enforced in accordance with the laws of the State of Texas. 9.3. Binding Effect. Subject to the provisions of these Regulations relating to transferability, these Regulations are binding on and inure to the benefit of the Members, and their respective distributees, successors, and assigns. 9.4. Severability. If any provision of these Regulations is held to be illegal, invalid, or unenforceable under the present or future laws, these Regulations shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of these Regulations; and the remaining provisions of these Regulations will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision, and there will be added automatically as a part of these Regulations a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable. 9 .5. Additional Documents and Acts. Each Member agrees to execute and deliver additional documents and instruments and to perform all additional acts necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of these Regulations and the transactions contemplated hereby. 9.6. No Third Party Beneficiary. These Regulations are made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other person has or will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of these Regulations as a third party beneficiary or otherwise. Lanshire Housing Partners LLC Page 17 of 18 V 'J/V"+/'-VV;.,.J 1'-.JI rnA 1..JIVUo.llll'-"+ 1.r-.un LIU. ~VVI/VVI ( From:S.O.S MANAGEMENT 8582738808 05/04/2005 12:18 #004 P.001/001 9.7. Notices. Any notice to be given or to be served on fbe Company or any Member, manager, or officer, in connection with these Regulations must be in writing and is d.eemed to have 'been given and reoeived when delivered to the address specified by the party t0 re1;:eive the notice. Notices must be givi=n to a Member s.t the add.re&J specified in Exhibit A. Any Member or the Company mayJ at any time, designate any other address in substitution of the foregoing address to which 1he notice 'Will be given by giving written notice to the other Members and the Company thirty (30) days prior to the date of delivery of the notice. 9.8, Amendments. All amendments to the1:1e Regulations must be in writing and signed by all the Members. 9.9. Title to Company Property. Legal tltle to all property of the Company must be held and conveyed in the name of the Company. 9.10. Reliance on Authority of Perl!lOn Siguing Re2:ulattons. In the event that a Member is not a natural person, neither the Company nor any Mem.ber will (a.) b1 required to detennine the authoriicy of the individual signing these Regulations to make any commitment or undertaking on behalf of' the Bntity or to determine any fact or circumstance bearing on the existence ofth1 authority of the individual or (b) be required to sec to th.e application er distribution of proceemi paid or crod.ited to individuals signing these Regulations on behalf of the Bntity. 'Ibese. Regulations. to be effective as of the date the company's existence begins, are executed on cj trt~ . 2005. M~~ 11916 Ocean Pa.rk Blvd. Los Angeles, CA 90064 Silver Oak Holdings, LLC (a CalifQmia Limited Liability Camparty), :MEMBER 490lMorenaB~vd.#1 l San Diego, CA 921 By: Michael Kootchick~ M@A1,1 ':';'(,.. f::\<Zlt:t Sl;Tl_ (title) L~11.1hire Housing Porr11ers UC Pa.g~ J8of IB Initial Members and Addresses Matt Nelson 11916 Ocean Park Blvd. Los Angeles, CA 90064 Silver Oak Holdings, LLC 4901 Morena Blvd. #121 San Diego, CA 92117 EXHIBIT A Capital Contribution $500,000 $500,000 Percent of Ownership 50% 50% 5. A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to: a. the occupancy, use, or enjoyment of the Land; b. the character, dimensions, or location of an improvement on the Land; c. the subdivision of the Land; or d. environmental remediation or protection on the Land. 6. An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice. 7. An exercise of the power of eminent domain, but only to the extent: a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge. 8. An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice. 9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. Covered Risk 9 includes, but is not limited to, insurance against loss caused by: a. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; b. the failure of a person or Entity to have authorized a transfer or conveyance; c. the Insured Mortgage not being properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; d. a failure to perform those acts necessary to create an Insured Mortgage by electronic means authorized by law; e. a document having been executed under a falsified, expired, or otherwise invalid power of attorney; f. the Insured Mortgage not having been properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law; g. a defective judicial or administrative proceeding; or h. invalidity or unenforceability of the lien of the Insured Mortgage as a result of the repudiation of an electronic signature by a person that executed the Insured Mortgage because the electronic signature on the Insured Mortgage was not valid under applicable electronic transactions law. 10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance on the Title as security for the following components of the Indebtedness: a. the amount of the principal disbursed as of the Date of Policy; b. the interest on the obligation secured by the Insured Mortgage; c. the reasonable expense of foreclosure; d. amounts advanced for insurance premiums by the Insured before the acquisition of the estate or interest in the Title; and e. the following amounts advanced by the Insured before the acquisition of the estate or interest in the Title to protect the priority of the lien of the Insured Mortgage: i. real estate taxes and assessments imposed by a governmental taxing authority; and ii. regular, periodic assessments by a property owners' association. 11. The lack of priority of the lien of the Insured Mortgage upon the Title: a. as security for each advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for service, labor, material, or equipment arising from construction of an improvement or work related to the Land when the improvement or work is: i. contracted for or commenced on or before the Date of Policy; or ii. contracted for, commenced, or continued after the Date of Policy if the construction is financed, in whole or in part, by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on the Date of Policy to advance; and b. over the lien of any assessments for street improvements under construction or completed at the Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity, unenforceability, lack of priority, or avoidance of the lien of the Insured Mortgage upon the Title, or the effect of a court order providing an alternative remedy: a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a: i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law by reason of the failure: i. to timely record the Insured Mortgage in the Public Records after execution and delivery of the Insured Mortgage to the Insured; or ii. of the recording of the Insured Mortgage in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 2 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the Insured Mortgage in the Public Records. DEFENSE OF COVERED CLAIMS The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are 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) that restricts, regulates, prohibits, or relates to: i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7. 3. Any defect, lien, encumbrance, adverse claim, or other matter: a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the 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 the Date of Policy (Exclusion 3.d. 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 consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser or encumbrancer had been given for the Insured Mortgage at the Date of Policy. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business law. 5. Invalidity or unenforceability of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury law or Consumer Protection Law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction creating the lien of the Insured Mortgage is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: i. to the extent the Insured Mortgage is not a transfer made as a contemporaneous exchange for new value; or ii. for any other reason not stated in Covered Risk 13.b. 7. Any claim of a PACA-PSA Trust. Exclusion 7 does not modify or limit the coverage provided under Covered Risk 8. 8. Any lien on the Title for real estate taxes or assessments imposed by a governmental authority and created or attaching between the Date of Policy and the date of recording of the Insured Mortgage in the Public Records. Exclusion 8 does not modify or limit the coverage provided under Covered Risk 2.b. or 11.b. 9. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land. CONDITIONS 1. DEFINITION OF TERMS In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires: a. "Affiliate": An Entity: i. that is wholly owned by the Insured; ii. that wholly owns the Insured; or iii. if that Entity and the Insured are both wholly owned by the same person or entity. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 3 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION b. "Amount of Insurance": The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.c.; decreased by Condition 1 O; or increased or decreased by endorsements to this policy. c. "Consumer Protection Law": Any law regulating trade, lending, credit, sale, and debt collection practices involving consumers; any consumer financial law; or any other law relating to truth-in-lending, predatory lending, or a borrower's ability to repay a loan. d. "Date of Policy": The Date of Policy stated in Schedule A. e. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. f. "Enforcement Notice": A document recorded in the Public Records that describes any part of the Land and: i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation; ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or iii. asserts a right to enforce a PACA-PSA Trust. g. "Entity": A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located. h. "Government Mortgage Agency or Instrumentality": Any government agency or instrumentality that is the owner of the Indebtedness, an insurer, or a guarantor under an insurance contract or guaranty insuring or guaranteeing the Indebtedness, or any part of it, whether named as an Insured or not. i. "Indebtedness": Any obligation secured by the Insured Mortgage, including an obligation evidenced by electronic means authorized by law. If that obligation is the payment of a debt, the Indebtedness is: i. the sum of: (a). principal disbursed as of the Date of Policy; (b). principal disbursed subsequent to the Date of Policy; (c). the construction loan advances made subsequent to the Date of Policy for the purpose of financing, in whole or in part, the construction of an improvement to the Land or related to the Land that the Insured was and continues to be obligated to advance at the Date of Policy and at the date of the advance; (d). interest on the loan; (e). prepayment premiums, exit fees, and other similar fees or penalties allowed by law; (f). expenses of foreclosure and any other costs of enforcement; (g). advances for insurance premiums; (h). advances to assure compliance with law or to protect the validity, enforceability, or priority of the lien of the Insured Mortgage before the acquisition of the estate or interest in the Title; including, but not limited to: (1 ). real estate taxes and assessments imposed by a governmental taxing authority, and (2). regular, periodic assessments by a property owners' association; and (i). advances to prevent deterioration of improvements before the lnsured's acquisition of the Title, but ii. reduced by the sum of all payments and any amounts forgiven by an Insured. j. "Insured": i. (a). The Insured named in Item 1 of Schedule A or future owner of the Indebtedness other than an Obligor, if the named Insured or future owner of the Indebtedness owns the Indebtedness, the Title, or an estate or interest in the Land as provided in Condition 2, but only to the extent the named Insured or the future owner either: (1 ). owns the Indebtedness for its own account or as a trustee or other fiduciary, or (2). owns the Title after acquiring the Indebtedness; (b). the person or Entity who has "control" of the "transferable record," if the Indebtedness is evidenced by a "transferable record," as defined by applicable electronic transactions law; (c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization; (d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; (e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is an Affiliate; (f). an Affiliate that acquires the Title through foreclosure or deed-in-lieu of foreclosure of the Insured Mortgage; or (g). any Government Mortgage Agency or Instrumentality. ii. With regard to Conditions 1.j.i.(a). and 1.j.i.(b)., the Company reserves all rights and defenses as to any successor that the Company would have had against any predecessor Insured, unless the successor acquired the Indebtedness as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. iii. With regard to Conditions 1.j.i.(c)., 1.j.i.(d)., 1.j.i.(e)., and 1.j.i.(f)., the Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured. k. "Insured Claimant": An Insured claiming loss or damage arising under this policy. I. "Insured Mortgage": The Mortgage described in Item 4 of Schedule A. m. "Knowledge" or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 4 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION n. "Land": The land described in Item 5 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. o. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law. p. "Obligor": A person or entity that is or becomes a maker, borrower, or guarantor as to all or part of the Indebtedness or other obligation secured by the Insured Mortgage. A Government Mortgage Agency or Instrumentality is not an Obligor. q. "PACA-PSA Trust": A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law. r. "Public Records": The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. s. "State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. t. 'Title": The estate or interest in the Land identified in Item 2 of Schedule A. u. "Unmarketable Title": The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title, a lender on the Title, or a prospective purchaser of the Insured Mortgage to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF COVERAGE This policy continues as of the Date of Policy in favor of an Insured: a. after the lnsured's acquisition of the Title, so long as the Insured retains an estate or interest in the Land; and b. after the lnsured's conveyance of the Title, so long as the Insured: i. retains an estate or interest in the Land; ii. owns an obligation secured by a purchase money Mortgage given by a purchaser from the Insured; or iii. has liability for warranties given by the Insured in any transfer or conveyance of the lnsured's Title. Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured must notify the Company promptly in writing if the Insured has Knowledge of: a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title or the lien of the Insured Mortgage as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under this policy is reduced to the extent of the prejudice. 4. PROOF OF LOSS The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy. b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title or the lien of the Insured Mortgage, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company's exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently. c. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 5 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION 6. DUTY OF INSURED CLAIMANT TO COOPERATE a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. When requested by the Company, the Insured, at the Company's expense, must give the Company all reasonable aid in: i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title, the lien of the Insured Mortgage, or any other matter, as insured. If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation. b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options: a. To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness i. To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay; or ii. To purchase the Indebtedness for the amount of the Indebtedness on the date of purchase. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of purchase and that the Company is obligated to pay. If the Company purchases the Indebtedness, the Insured must transfer, assign, and convey to the Company the Indebtedness and the Insured Mortgage, together with any collateral security. Upon the exercise by the Company of either option provided for in Condition 7.a., the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation. b. To Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either option provided for in Condition 7.b., the Company's liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation. 8. CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title. a. The extent of liability of the Company for loss or damage under this policy does not exceed the least of: i. the Amount of Insurance; ii. the Indebtedness; iii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy; or Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 6 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION iv. if a Government Mortgage Agency or Instrumentality is the Insured Claimant, the amount it paid in the acquisition of the Title or the Insured Mortgage or in satisfaction of its insurance contract or guaranty relating to the Title or the Insured Mortgage. b. Fair market value of the Title in Condition a.a.iii. is calculated using either: i. the date the Insured acquires the Title as a result of a foreclosure or deed in lieu of foreclosure of the Insured Mortgage; or ii. the date the lien of the Insured Mortgage or any assignment set forth in Item 4 of Schedule A is extinguished or rendered unenforceable by reason of a matter insured against by this policy. c. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the TiUe or the lien of the Insured Mortgage, as insured: i. the Amount of Insurance will be increased by 15%; and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition a.b., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition a.a.iii. d. In addition to the extent of liability for loss or damage under Conditions a.a. and a.c., the Company will also pay the costs, attorneys' fees, and expenses incurred in accordance with Conditions 5 and 7. 9. LIMITATION OF LIABILITY a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner: i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land ; iii. cures the claim of Unmarketable Title; or iv. establishes the lien of the Insured Mortgage, all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company's consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title or to the lien of the Insured Mortgage. c. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. d. An Insured Claimant must own the Indebtedness or have acquired the Title at the time that a claim under this policy is paid. e. The Company is not liable for the content of the Transaction Identification Data, if any. 10. REDUCTION OR TERMINATION OF INSURANCE a. All payments under this policy, except payments made for costs, attorneys' fees, and expenses, reduce the Amount of Insurance by the amount of the payment. However, any payment made by the Company prior to the acquisition of the Title as provided in Condition 2 does not reduce the Amount of Insurance afforded under this policy, except to the extent that the payment reduces the Indebtedness. b. When the Title is acquired by the Insured as a result of foreclosure or deed in lieu of foreclosure, the amount credited against the Indebtedness does not reduce the Amount of Insurance. c. The voluntary satisfaction or release of the Insured Mortgage terminates all liability of the Company, except as provided in Condition 2. 11. PAYMENT OF LOSS When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within 30 days. 12. COMPANY'S RECOVERY AND SUBROGATION RIGHTS UPON SETTLEMENT AND PAYMENT a. Company's Right to Recover i. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title or Insured Mortgage and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. ii. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. b. Company's Subrogation Rights against Ob/igors The Company's subrogation right includes the lnsured's rights against Obligors including the lnsured's rights to repayment under a note, indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights. An Obligor cannot avoid the Company's subrogation right by acquiring the Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 7 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION Indebtedness as a result of an indemnity, guaranty, warranty, insurance policy, or bond, or in any other manner. The Obligor is not an Insured under this policy. The Company may not exercise its rights under Condition 12.b. against a Government Mortgage Agency or Instrumentality. c. lnsured's Rights and Limitations i. The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor, extend or otherwise modify the terms of payment, release a portion of the Title from the lien of the Insured Mortgage, or release any collateral security for the Indebtedness, if the action does not affect the enforceability or priority of the lien of the Insured Mortgage. ii. If the Insured exercises a right provided in Condition 12.c.i. but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage insured against by this policy, the Company is required to pay only that part of the loss insured against by this policy that exceeds the amount, if any, lost to the Company by reason of the impairment by the Insured Claimant of the Company's subrogation right. 13. POLICY ENTIRE CONTRACT a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not: i. modify any prior endorsement, ii. extend the Date of Policy, iii. insure against loss or damage exceeding the Amount of Insurance, or iv. increase the Amount of Insurance. 14. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect. 15. CHOICE OF LAW AND CHOICE OF FORUM a. Choice of Law The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located. The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title or the lien of the Insured Mortgage and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law. b. Choice of Forum Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction. 16. NOTICES Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Stewart Title Guaranty Company; Attention: Claims Department, P. 0. Box 2029, Houston, TX 77252-2029. 17. CLASS ACTION ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER MATTER IN CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING. 18. ARBITRATION a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is $2,000,000 or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than $2,000,000, any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured. Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules"). The ALTA Rules are available online at www.alta.org/arbitration. The ALTA Rules incorporate, as appropriate to a particular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 8 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS OR REPRESENTATIVE PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 18. The arbitrator does not have authority to conduct any class action arbitration or arbitration involving joint or consolidated claims under any circumstance. c. If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 18, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 18. d. The Company will pay all AAA filing, administration, and arbitrator fees of the consumer when the arbitration seeks relief of $100,000 or less. Other fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction. Copyright 2021 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. File No. 22000111610 9011 ALTA Loan Policy ofTitle Insurance (07-01-2021) Page 9 of 9 of Policy Serial No.: M-9011-000028172 AMERICAN LAND TITL[ A))OCIATION