The URL can be used to link to this page

Home My WebLink AboutPUD 2022-0004; POULTER PROPERTIES MULTI-UNIT RESIDENTIAL; Planned Unit Development - Residential (PUD){'city of Carlsbad LAND USE REVIE\11. Development Services Planning Division 1635 Faraday Avenue {760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) APPLICATION P-1 Develoement Pennits (FOR DEPT. USE ONLY) L~islative Perm[ts 0 Coastal Development Permit D Minor t>p~o2"2-□ General Plan Amendment MA Un □ Conditional Use Permit □ D Minor D Extension Local Coastal Program Amendment □ Day Care (Large) □ Master Plan 0Amendment □ Environmental Impact Assessment 0 Specific Plan □Amendment □ Habitat Management Permit 0Minor D Zone Change □ Hillside Development Permit D Minor 0 Zone Code Amendment (FOR DEPT. USE ONLY) □ Nonconforming Construction Permit South CacJ.sbad Coastal Review Area Permits Iii Planned Development Permit [Z] Minor pi.~ ZO'l'l. 0 Review Permit 0 Residential D Non-Residential -OM4 D Administrative OMinor D Major □ Planning Commission Detennination □ Reasonable Accommodation Vil!§.ge Review Area E£ra].its □ Site Development Plan ~Minor 'f ?,,:Slj • □ Review Pennit E] -oO<o □ Special Use Permit D Administrative OMinor D Major ~ Tentative Parcel Map (Minor Subdivision) .. s t•t>,c. -... □ Tentative Tract Map (Major Subdivision) □ Variance OMinor NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00 P.M. ASSESSOR PARCEL NO(S)., 206--012-01-00 --------------------------PROJECT NAME: Poulter Properties Multi-Unit Residential BRIEF DESCRIPTION OF PROJECT: RETAIN AN EXISTING SINGLE-FAMILY HOME, DEMOLISH EXISTING 1 CAR GARAGE AND 2ND DETACHED SINGLE STORY LIVING UNI I AND ADDA !RHEE SIDRY 3,250 SF SECOND DWELLING UNI I AND IWO 2:CAR GARAGES PROJECT VALUE (SITE IMPROVEMENTS) $1,194,905.95 ESTIMATED COMPLETION DATE AUQ 2023 -~-------- LOCATION OF PROJECT: 3900 Garfield Street 92008 ON THE: BETWEEN P-1 East (NORTH, SOUTH, EAST, WESTI Tamarack Ave (NAME OF STREET) SIDE OF AND Page 1 of 6 STREET ADDRESS Garfield Street (NAME OF STREET) Chinquapin Ave (NAME OF STREET) Revised 09116 OWNER NAME (Print): 3900 GS Hok, LLC -Carm81'1 A. Berrio-Poulter APPLICANT N, ...: (Print): Carlos ArcMect . Inc. (Andrew Carlos AIA) MAILING ADDRESS: 402 Wilshire Road MAILING ADDRESS: 3327 Adams Street CITY, STA TE. ZIP: Oceanside, CA 92057 CITY, ST ATE, ZIP: Carlsbad CA 92008 TELEPHONE: (203) 524-1075 TELEPHONE: 760-576-3996 EMAIL ADDRESS: carmen.poulter@gmail.com EMAIL ADDRESS: info@andrewcarlosarchitect.com I CERTIFY THAT\ AM THE LEGAL OWNER AND THAT All THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION 1S TRUE AND CORRECT TO THE BEST OF MY AND THAT All THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL QINNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES OF THIS APPLICATION. c.. .. ,. ..... s/1,l,.,. Andrew R Carlosg:"%~:i~:;~~· 05-11-22 SIGNATURE DATE SIGNATURE DATE APPLICANTS REPRESENTATIVE (Print): Carlos Architect , Inc. (Andrew Carlos AIA) MAILING ADDRESS: 3327 Adams Street CITY, STATE, ZIP: Carlsbad CA 92008 TELEPHONE: 760-576-3996 EMAIL ADDRESS: info@an d rewcarlosarch itect. com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT All THE ABOVE INFORMATION !S TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. Andrew R Carlos :.""%:r.;;~i:'21'~~~~ 05-11-22 SIGNATURE DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE ITTLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCESSORS IN INTEREST. c ..... A,Jb,. PROPERTY OWNER SIGNATURE FOR CITY USE ONLY AUG 2 2 2022 DATE STAMP APPLICATION RECEIVED RECEIVED BY: P-1 Page 2 of6 Revised 09116 • Cci1yaf Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as MMy individual, finn, co-partnel'$hip, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, Kl this and any other county, city and county, city municipality, district or ottter political subdivision or any other group or combination acting as a unit.• Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person Carmen A. Berrio-Poulter Corp/Part 3900 GS Holdings, LLC Title Managing Member Title Owner --------------Address 402 Wilshire Rd, Oceanside, CA 92057 Address 402 Wilshire Rd, Oceanside, CA 92057 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE. LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person Carmen A. Berno-Poulter Title Managing Member Address 402 Wilshire Rd. Oceanside, CA 92057 Corp/Part 3900 GS Holdings, LLC Title Owner Address402 Wilshire Rd. Oceanside, CA 92057 Page 1 of 2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non ProfitfTrust _______ _ Non ProfiVT rust ·---------- Title. __________ _ Title. ____________ _ Address _________ _ Address ____________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes II! No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of owner/date Carmen Alisa Berrio-Poulter Print or type name of owner Andrew R Carlos 01gital,Y sigr.ed by Aridrew R Car1os Date. 20111.01_03 21:46:01 -07'00' Signature of applicant/date Carmen Alisa Berrio-Poulter Print or type name of applicant Signature of owner/applicant's agent if applicable/date Andrew Carlos AIA Print or type name of owner/applicant's agent P-1(A) Page 2 of 2 Revised 07110 { City of Carlsbad PROJECT DESCRIPTION P-1(8) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov PROJECT NAME Poulter Properties Multi-Unit Residential APPLICANT NAME Carlos Architects, Inc Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: The project proposes the following: Retain an existing 1,226 SF single-family, single story home. Demolish an existing 467 SF single story detached living unit. Demolish an existing 245 SF one-car garage. Construction of a new 3,250 SF, 3 story, single-family residence including two, 2-car attached garages on the ground level. The project fits appropriately into the neighborhood in size, scale and use of the property. The modern aesthetic draws influences from the existing one-story single family residence and the multi-unit residential complex located directly east of the subject property. The project ownership will be changed from a single ownership to condominiums with the potential for separate ownership of each residence. OCT 1 B 2023 P-1(8) Page 1 of 1 Revised 07/10 Ccityof Carlsbad HAZARDOUS WAST._ AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): Iii The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. D The development project and any alternatives proposed in this application !f.!. contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Carlos Architects, Inc. Address: 3327 Adams Street Carlsbad CA 92008 Phone Number: 760-579-3996 PROPERTY OWNER Name: 3900 GS Holdings, LLC Address: 402 Wilshire Road Oceanside, CA 92057 Phone Number (203) 524-1075 Address of Site: 3900 Garfield Street, Carlsbad CA 92008 Local Agency (City and eounty): Carlsbad -San Diego County -CA Assessor"s book. page. and parcel number:_2_0_6_-_-0_1_2_-_0_1_-_0_0 ____________ _ specitylist(sJ,CalEPA-Cortese list data resources (all named lists) Regulatory Identification Number:_N_/_A ____________________ _ Date of List: 4-8-17 --------------------------- Andre R Carlos DigitallysignedbyAndrewRCa!1os W Date: 2018.07.03 22:17:06--07'00' C--, ... r.+ s/1112.,_ Applicant Signature/Date Property owner Signature/Date The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C) Page 1 of2 Revised 02/13 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed. $/2/Zt}~ ;Z (To be completed by City) • Application Number(s) lf)aD ZP22 ~txt,yse 12&:>z,J, --no ?b(~'lOU,00'1M5t1ni-«)06 General Information 1 . 2 3. Name of project: Poulter Properties Multi-Unit Residential Name of developer or project sponsor: _3_9_0_0_G_S_H_o_ld_in_g_s_,_L_L_C _______ _ Address: 402 Wilshire Road City, State, Zip Code: Oceanside, CA 92057 Phone Number: 718-406-3454 Name of person to be contacted concerning this project: _A_n_d_re_w __ c_a_r_lo_s_A_IA ___ _ Address: 3327 Adams Street City, state, Zip code: Carlsbad CA 92008 Phone Number 760-579-3996 4. Address of Project: _3_9_0_0_G_a_rf_ie_ld_S_t_re_e_t _____________ _ Assessors Parcel Number: 206--012-01 -00 5 6. 7. 8. 9 -------------------- List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: Coastal Development Permit & Planning Development Permit Existing General Plan Land Use Designation: _R_D_M_R_e_s_id_e_nt_ia_l _______ _ Existing zoning district: R23-Coastal Ovelay Existing land use(s): Multi-Family Residential Proposed use of site (Project for which this form is filed): Multi-Family Residential Project Description 10. Site size: 6,000 (.13Acres) 11. 12 13. 14. P-1(□) Proposed Building square footage: _4_,_3_0_0_S_F _______________ _ Number of floors of construction: _T_h_r_e_e_(_3_) _F_lo_o_r_s ____________ _ Amount of off-street parking provided: Five (4 covered and 1 uncovered visitor) Associated projects: _n_i_a _____________________ _ Page2of4 Revised 07110 15. If residential, include the number of units and schedule of unit sizes: _________ _ A schedule of the existing and proposed residential units is provided below 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: _____________________ _ n/a 17 If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ n/a 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: n/a 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: n/a EXISTING BUILDING AREA OESCRIPTION _, REMAJn<S LI\IINC UNIT 1 t,226 Sf Sl"4Gl.E t/lMILY-~Gl.E STOR'I" UNIT TO ROrlA/N LIVING Ui'fa T 2 467 ~ TO BE DE~Ot.lSHED 1-CAA GARAGE 2•s sr TO BE DEMOLISHED PROPOSED BUILDING AREA DESCRIPTION I A.REA REtJARKS Ll't'lNC UNl7 J -S&NGLE F,t,lilLY R[SlDENCC FIRST FLOOR 1,050 Sf G"RACE LE\.'EL (TWO 2-C,t,R) SECOND noOR t,625 Sf THff<l FlOOR 1,625 Sf ROO-TERRAC[ 460 SF TOTAL J,250 SF MOT INCLUDING GARAGE OR ROOF DECK P-1(0) Page3of4 Revised 07110 Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). Yes No 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial D IZl alteration of ground contours. 21 Change in scenic views or vistas from existing residential areas or public lands or D IZl roads. 22. Change in pattern, scale or character of general area of project D IZl 23. Significant amounts of solid waste or litter. D IZl 24 Change in dust, ash, smoke, fumes or odors in vicinity. D IZl 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or D IZl alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. D IZl 27. Site on filled land or on slope of 10 percent or more. D IZl 28. Use of disposal of potentially hazardous materials, such as toxic substances, D IZl flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, D IZl etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). D IZl 31 Relationship to a larger project or series of projects. D IZl Environmental Setting Attach sheets that include a response to the following questions: 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial. etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification 1 hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. Signature ------~•-~~GB~;;;~~I:"'-:~,..,_: Date: 11May 2022 For: Andrew Carlos AIA P-1(0) Page4of4 Revised 07110 #"· {__ City of Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1 (E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (442) 339-2610 www.carlsbadca.gov Time limits on the processing of discretionary projects established by state law do not start until a project application is deemed complete by the City. The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete. Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete. If it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will start upon the date of the completion letter. If you have any questions regarding application submittal requirements (i.e., clarification regarding a specific requirement or whether all requirements are necessary for your particular application) please call (442) 339-2610. Applicant Signature: • crl"""" ... , 05/11/22 Staff Signature: Date: To be stapled with receipt to the application Page 1 of 1 Revised 3/22 Development Services Planning Division 1635 Faraday Avenue 760-602-4610 www.carlsbadca.gov PURPOSE CLIMATE ACTION PLAN CONSISTENCY CHECKLIST P-30 (cityof Carlsbad In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines actions that the city will undertake to achieve its proportional share of state greenhouse gas (GHG) emissions reductions. This checklist contains measures that are required to be implemented on a project-by-project basis to ensure that the specified emissions targets identified in the Climate Action Plan (CAP) are achieved. Implementation of these measures will ensure that new development is consistent with the CAP's assumption for relevant CAP strategies toward achieving the identified greenhouse gas {GHG) reduction targets. In this manner, a project's incremental contribution to a cumulative GHG emissions effect may be determined not to be cumulatively considerable if it complies with the requirements of the CAP, in accordance with CEQA Guidelines Sections 15064(h)(3), 15130(d), and 15183{b). * *City staff are currently not assessing the greenhouse gas impacts of California Environmental Quality Act projects by using the Climate Action Plan as a qualified GHG reduction plan under CEQA section 15183.S{b). Please consult with the Planning Department for further guidance. Additional information may be found on the Climate Action Plan Update and Vehicle Miles Traveled calculations staff report. This checklist is intended to assist project applicants in identifying CAP ordinance requirements and demonstrate how their project fulfills those requirements. This checklist is to be completed and included in applications for new development projects that are subject to discretionary review or require a building permit. APPLICATION SUBMITTAL REQUIREMENTS • The completed checklist must be included in the project submittal package or building permit application. Application submittal procedures can be found on the City of Carlsbad website. This checklist is designed to assist the applicant in identifying the minimum CAP-related requirements specific to their project. However, it may be necessary to supplement the completed checklist with supporting materials, calculations or certifications, to demonstrate full compliance with CAP requirements. For example, projects that propose or require a performance approach to comply with energy-related measures will need to attach to this checklist separate calculations and documentation as specified by the ordinances. • If an item in the checklist is deemed to be not applicable to a project, or is less than the minimum required by ordinance, an explanation must be provided to the satisfaction of the Planning Division or building official. • The requirements in the checklist will be included in the project's conditions of approval or issuance of building permit. • Details on CAP ordinance requirements are available on the city's website. P-30 Page 1 of 7 Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist STEP 1: LAND USE CONSISTENCY The first step in determining CAP consistency for discretionary development is to assess the project's consistency with the growth projections used in the development of the CAP. This section allows the city t o determine a project's consistency with the land use assumptions used in the CAP. Projects found not to be consistent with the CAP's land use assumptions and that are projected to emit at or above the CAP screening threshold of 900 metric tons of CO2 equivalent (MTCO2e) GHG will be subject to a project-specific analysis of GHG emissions' impact on the environment in accordance with the requirements of the California Environmental Quality Act (CEQA). This may result in GHG-reducing mitigation measures applied as a condition of project approval in addition to compliance with the CAP ordinance requirements identified in Step 2 of this checklist. (Check the appropriate box and provide an explanation and supporting documentation for your answer) A. ls the proposed project consistent with the existing General Plan land use and specific/master plan or zoning designations? OR, If the proposed project is not consistent with the existing land use plan and zoning designations, does the project include a land use plan and/or specific plan, master plan or zoni~ designation amendment that would result in an equivalent or less GHG-intensive project when compared to the existing des~nations? Yes No □ If "Yer', proceed to Step 2 of the checklist For the second option under Question A above, provide estimated project-related GHG emissions under both existing and proposed designation(s) for comparison. GHG emissions must be estimated in accordance with the City of (arlsbad Guidance to Demonstrating Consistency with the dimate Action Plan. If uNo", proceed to Question B. B. The CAP established a screening threshold of 900 MTCOie/year for new development projects to assist in determining consistency with the CAP. The types and sizes of typical projects listed below have been determined to correspond to the CAP screening threshold. Will the proposed land use chaooe result in the construction of less than arr{ one of the following? • Single-Family Housing: 50 dwel~ng units • Multi-Family Housing: 70 dwelling units • Office: 35,000 square feet • Retail Store: 11,000 square feet • Grocery Store: 6,300 square feet • Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions analysis to determine whether it is below the 900 MTCChe/year screening threshold. If "Yes", proceed to~ of the checklist. □ □ If "No•, the project's GHG impact is potentially significant and must be analyzed in accordance with CEQA. Applicant must prepare a self-developed GHG emissions reduction program in accordance with the Crty of Carlsbad Guidance to Demonstrating Consistency with the crimate Action Plan to demonstrate how it would offset the inaease in emissions a.er the e,cisting designations. The project must incorporate each of the applicable measures identified in Step 2 to mitigate rumulative GHG emissions impacts unless the decision maker finds that a measure is infeasible in accordance with (alifomia Environmental Quality Act Guidelines Section 1S091. Mi~ation in lieu of or in addition to the measures in Step 2 may be required, depending on the results of the project-specific GHG impact analysis. Proceed and complete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist P-30 Page 2 of 7 Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist STEP 2: CAP ORDINANCE COMPLIANCE REQU IREMENTS Completion of this checklist will document a project's compliance with CAP ordinances, and in turn, demonstrate consistency with the applicable measures and actions of the CAP. The compliance requirements in this Step 2 apply to development projects that require a building permit. All other development projects shall implement all emissions-related mitigation measures from the General Plan Update EIR. Project No./Name: Poulter Properties Multi-Unit Residential Property Address/APN: 3900 Garfield Street Carlsbad CA 92008/ APN 206-012-01-00 Applicant Name/Co.: Carlos Architects, Inc. Applicant Address: 3327 Adams St. Carlsbad CA 92008 Contact Phone: 760-579-3996 Contact Email: info@a nd rewca rlosa rchitect. com Contact information of person completing this checklist (if different than above): Name: Company name/address: Andrew Carlos AIA Carlos Architects, Inc. 3327 Adams St. Carlsbad CA 92008 Contact Phone: 760-579-3996 Contact Email: info@andrewcarlosarchitect.com Use the table below to determine which sections of the Ordinance Compliance checklist are applicable to your project. If your project includes alterations or additions to an existing building, please contact the Carlsbad Building Division for assistance in estimating building permit valuation, by phone at 760-602-2719 or by email at building@carlsbadca.gov. Estimated Building Permit Valuation (BPV): $ N/A -new construction □ Alterations: D BPV ~ $60,000 BPV ~ $60,000 D Electrical service panel upgrade □ BPV ~ $200,000 □ New construction □ Alterations: P-30 lA lA and 4A 4A lAand 4A Page 3 of 7 All residential alterations 1-2 family dwellings and townhouses with attached garages only Multi-family dwellings only where interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist D BPV ~ $200,000 or additions ~ 1B, 5 1,000 square feet D BPV ~ $1,000,000 1B, 2B and 5 Building alterations of~ 75% existing gross floor area D ~ 2,000 sq. ft. new roof addition 2B and 5 1B also applies if BPV ~ $200,000 Please refer to Carlsbad Ordinance No. CS-347 and the California Green Buildi~ Standards Code (CALGreen) for more information when completing this section. A. D Residential addition or alteration~ $60,000 building permit valuation. See Ord. CS-347, Section 8. Year Built Sin~family Requirements D Before 1978 Select one: D Duct sealing D Attic insulation □Cool roof 0 1978 and later Select one: D Lighting package D Water heating package D Between 1978 and 1990 D 1991 and later 8. 0 Nonresidential• new construction or alterations~ $200,000 building pe.rmit valuation, or additions ~ 1,000 square feet. See CALGreen Appendix AS, Discussion AS.2, as amended in CS-347, Section 3. AS.203.1.1.1 D Outdoor lighting: .90 Allowed Outdoor Lighting Power AS.203.1.11 □ Restaurant service water heating (comply with California Energy Code Section 140.S, as amended) AS.203.1.2.1 Choose one as applicable: D .95 Energy budget 0 .90 Energy budget AS.211.1.•• D On-site renewable energy AS.211.3** D Green power (if offered by local uti&ty provider, 50% minimum renewable sources) AS.212.1 D Elevators and escalators AS.213.1 D Steel framing P-30 Page4 of 7 0 N/A _________ _ D Exception: Home energy score~ 7 (attach certification) Mufti-famWy Requirements D Attic insulation Select one: D Attic insulation 0 Duct Sealing □Cool roof Select one: D Lighting package D Water heating package 0 N/A _________ _ 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A 0 N/A Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist □ N/A • includes hotels/motels and high-rise residential buildings ** For alterations? $1,000,000 BPV and affecting> 75% existing gross floor area, or alterations that add 2,000 square feet of new roof addition: comply with california Energy Code section 120.10 instead. A. [&] Residential new construction (for building permit applications submitted after 1/1/20). Refer to 2019 carrfomia Energy Code section 1SO.l(c) 14 for requirements. Note: if project indudes installation of an electric heat pump water heater pursuant to cartsbad ordinance CS-348, increase system size by .3kWdc if PV offset option is selected. Floor Plan ID ( use additional CfA lld.u. calculated kWdc• sheets if necessary) Single Family Home 3,250 SF 1 3.0 Total System Size: 3.0min kWdc=(CfAx.572)/1,000+(1.lSx#d.u.) (3,250 SF x .572)/1,000 = 1.85 (1.15x 1)= 1.1 5+1.85=3.0kWdc •Formula calculation where CFA = conditional floor area, #du= number of dwellings per plan type If proposed system size is less than calculated size, please explain. Exception D D D D kWdc B. 0 Nonresidential new construction or alterations ?$1,000,000 BPV and affecting ?75% existing floor area, or addition that increases roof area by ?2,000 square feet. Please refer to cartsbad Ordinance CS-347, Section 6 whe.n completing this section. Choose one of the following methods: D Gross Floor Area (GFA) Method GFA: D If< 10,000s.f. Enter: 5 kWdc Min. System Size: 0 If 2! 10,000s.f. calculate: 15 kWdc x (GFA/10,000) •• ___ kWdc .. Round building size factor to nearest tenth, and round system size to nearest whole number. D Time-Dependent Valuation Method Annual TDV Energy use:*** x .80= Min. system size: ____ kWdc •** Attach calculation documentation using modeling software approved by the California Energy Commission. P-30 Page 5 of 7 Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist A. D Residential and hotel/motel new construction Please refer to Car1sbad Ordinance CS-347 and CS-348 when completing this section. □ For systems serving individual dwelling units choose one: 00 Heat pump water heater AND compact hot water distribution AND drain water heat recovery (low-rise residential only) □ Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.10 {for high rise residential hotel/motel) or 150.l(c) 14 (for low-rise residential) □ Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification □ Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors □ Exception: □ For systems serving multiple dwelling units, install a central wat er-heating system with all of the following: □ Gas or propane water heating system □ Recirculation system per CS-347 (high-rise residential, hotel/motel) or CS-348 {low-rise residential) □ Solar water heating system that is either: □ .60 solar savings fraction or 40 s.f. solar collectors □ .40 solar savings fraction, plus drain water heat recovery D Exception: B. 0 Nonresidential new construction Please refer to Carlsbad Ordinance CS-347 when completing this section. □ Water heating system derives at least 40% of its energy from one of the following (attach documentation): 0 Solar-thermal □ Photovoltaics □ Recovered energy 0 Water heating system is (choose one): D Heat pump water heater D Electric resistance water heater(s) □ Solar water heating system with .40 solar savings fraction □ Exception: A. ~ Residential New construction and major alterations• Please refer to Carlsbad Ordinance CS-349 when completing this section. llJ One and two-family residential dwelling or townhouse with attached garage: 00 One EVSE ready parking space required □ Exception : □ Multi-family residential· □ Exception • Total Parking Spaces EVSE Spaces Proposed Capable Ready Calculations: Total EVSE spaces= .10 x Total partcing (rounded up to nearest whole number) EVSE Installed = Total EVSE Spaces x .SO (rounded up to nearest whole number) EVSE other= Total EVSE spaces -EVSE Installed {EVSE other may be "Capable," "Ready" or "Installed:) I I Installed I I Total P-30 Page 6 of 7 Revised 02/20 City of Carlsbad Climate Ac Plan Consistency Checklist *Major alterations are: (1) for one and two-family dwellings and townhouses with attached garages, alterations have a building permit valuation~ $60,000 or include an electrical service panel upgrade; (2) for multifamily dwellings (three units or more without attached garages), alterations have a building permit valuation~ $200,000, interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed. B. 0 Nonresidential new construction (includes hotels/motels) □ Exception : Total Parking Spaces EVSE Spaces Proposed Capable Ready Installed Total Calculation: Refer to the table below: Total Number of Parking Spaces provided Number of required EV Spaces Number of required EVSE Installed Spaces □ 0-9 1 1 □ 10-25 2 1 □ 26-50 4 2 □ 51-75 6 3 □ 76-100 9 5 □ 101-150 12 6 □ 151-200 17 9 □ 201 and over 10 percent of total 50 percent of Required EV Spaces A. List each proposed nonresidential use and gross floor area (GFA) affocated to each use. B. Employee ADT/1,000 square feet is selected from the City of carlsbad Employee ADTTable. Use GFA Employee ADT /1,000 S.F. Total Employee ADT Total If total employee ADT is greater than or equal to 110 employee ADT, a TOM plan is required. *NOTE: Notwithstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P .11 requires new development that adds vehicle traffic to vehicle LOS-exempt street facilities to implement IDM and transportation system management strategies. Please consult with City of Carlsbad land Development Engineering (LOE) staff to determine whether this policy applies to your project. TOM plan required: Yes □ No D LOE Staff Verification: □ _____ (staff initials) P-30 Page 7 of 7 Revised 02/20 {_ City of Carlsbad HOUSING DECLARATIONS P-38 DEC 2 D 2023 Development Services Planning Division 1635 Faraday Avenue 442-339-2600 www.carlsbadca.gov PLANNING DIVISION [Ifil APPLICATION INFORMATION This submittal form (Part A and Part B) is to be completed as part of your application with the City of Carlsbad. Part A and Port B form must be completed in conjunction with all development project applications that demolish existing residential units. Your project cannot be reviewed until this information is completed. Part C of thfs form is to be completed only if required based on the responses to Part A. The Housing Crisis Act requires housing projects that will demolish an existing residential unit to construct at least the same number of units. If the project demolishes a "protected" unit, as specified below, additional provisions apply. See Government Code§ 66300 for replacement and relocation provisions. To verify income and/or occupancy for tenants within the five years prior to submittal of the application, the city may ask you to fill out a tenant statement. NAME OF PROJECT: Poulter Properties Multi-Unit Residential Retain existing 1,226 SF Single Family home, Demolish existing 1-car BRIEF SUMMARY OF PROJECT: Garage and 467 SF one-bedroom detached living unit & add 2-Story 3,250 SF 5 bedroom Dwelling Unit over new 2-car Garage LOCATION: 3900 Garfield Street CONTACT: D Applicant Iii Property Owner D Agent Signature: _ __.c"""' .... !1 .. ,, ..... ,,,,....cAI:..."~~~~-------------------------- To be stapled/attached with receipt ta the application and shall be effective until replaced or revoked in writing. Page 1 of3 P-38 Form Rev 6/2023 Part A. Pre-Existing Site Conditions 1. 1s the proposed project located on a site where an existing residential use, which is subject to a recorded covenant and agreement restricting rents to levels a affordable to moderate, lower, or very low income households, would be demolished as a result of the proposed development? 2. Is the project located on a site where an existing residential use, which has been occupied by tenants during the 10-year period prior to your application submittal, would be demolished as a result of the proposed development? 3. 1s the project located on a site where there is an existing mobile home park, recreational trailer park, or travel trailer park? Yes No □ IRl □ □ NOTE: If any of the first three questions are marked as "yes," the Applicant, Property Owner, or Agent must complete Part C. Part B. Demolition Information 1. Does the project have a number of proposed units that meets or exceeds the greatest number of units on the site in the last 5 years? Yes No N/A □ □ NOTE: Pursuant to state law, a housing development project cannot be approved if it requires demolition that results in a reduction of the total residential units on the site currently or in the last 5 years. Project revisions moy be necessary to show that the project is creating ot least as many units as demolished. Non-residential development projects are not subject to this requirement and may be approved, disapproved, or subject to conditions of approval in accordance with local requirements. Page 2 of 3 P-38 Form Rev 6/2023 Part C. Protected Units and Replacement Requirements NOTE: Part C of this form is required if a "yes" response was provided in Part A. All protected units must be replaced with units that contain the same number of bedrooms as the units demolished, with some exceptions for single-family homes. Relocation benefits are required for lower-income tenants of protected units. In addition, a right of first refusal must be offered to lower-income tenants of protected units for a comparable unit affordable to the household at an affordable rent or an affordable housing cost, unless the development replaces a single-family home with a single-family home. The city may ask for additional documentation ta verify income levels of previous tenants. 1 Regulatory Covenants: Are there any unit(s) that currently are or were within the past 5 years subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of lower income? This may include inclusionary units under the lnclusionary Housing Program, units restricted under former conditions of approval, or units otherwise deed restricted. 2. Rent/Price Control: Are there any unit(s) that currently are or were within the past 5 years subject to any form of rent or price control through a jurisdiction's police power? 3. Occupancy: Are there any units being demolished that are currently or were within the last five years occupied by lower income households? 4 Are there any units on the site that were withdrawn from rent or lease in accordance with the Ellis Act (Government Code Section7060-7060.7) within the past 10 years7 5. Relocation Benefits: If proposing demolition and replacement of protected unit(s) that were rented to lower income tenants, have relocation benefits been offered to existing renters? 6. Right of First Refusal: If proposing demolition and replacement of protected units that were rented to lower-income tenants, has the tenant been offered a right of first refusal? Please note that a project that consists of a single- family home located on a site where a protected single-family home is being demolished is exempt from this requirement. 7. If the existing single-family home contained three bedrooms or less, is/are the replacement unit(s) providing the same number of bedrooms? 8. If the existing single-family home contained four bedrooms or more, is/are the replacement units providing at least three bedrooms? Yes No N/A □ [Rl □ □ [Rl □ □ ill □ □ [Rl □ □ 0 □ Currently rented as a short-term rental □ □ [Rl □ □ □ 0 □ [Rl Page 3 of 3 P-38 Form Rev 612023 , . ( City of Carlsbad HOUSING DECLARATIONS P-38 (B) Cl1Y OF 0 NSOMH\OERTIFICATION FORM DEC 2 0 2023 Development Services Planning Division 1635 Faraday Avenue 442-339-2600 www.carlsbadca.gov . PLANNING DIVISJON .. State Law (G.C. Section 66300 et. seq.) requires that when a development proposes to remove existing residential units, that certain households residing in those existing housing units may be eligible for relocation and housing assistance . This form will help determine your household's eligibility. If you have any questions or need assistance with completing this form, please contact the Housing &Homeless Services Department at (442) 339-2810 or housing@carlsbadca.gov. ADDRESS: 39(1) b--".l~ .S-r..k BEDROOM COUNT: RENT$: MOVE-IN DATE: NAME AGE "'..J. • ....l. ;Jau . '1'1..-.. _. -. -. --... . Total Annual Household Income from all Sources: CERTIFICATION APPLICANT CERTIFICATION 4 HOUSEHOLD SIZE: tJ/A (Include all adults & -children) ANNUAL GROSS SOURCE INCOME (Employment, Child Support, Disability, etc.) $ -- $ $ $ $ $ - I/We, C..,.-111 a.,,.ri• -P,. l.fcf (name) have read the information submitted above and certify that the information is accurate and co mplete to my/our knowledge. Name Name TENANT CERTIFICATION Signature Signature Date -- Date I/We, N Jlt (name) certify that I/we currently reside at ____ _, and that my/our household's annual gross income is $~. I/We have read the information submitted above and certify that the information is accurate and complete to my/our knowledge. I/We understand that persons living in this residence may be eligible for relocation and housing assistance, and additional documentation may be requested to determine my/our eligibility. Name Signature JJ ,,. Name Signature - Date -- Date Page 1 of 1 DRAFT P-38(8) Form Rev 7/2023 NO< TRANSFERABLE CITY OF CARI..S8AD 1&35 Faraday Ave, C1rl1l>od CA 92008 LIC NUMBER 07/2712023 531190 lessors of Other Real Estate Property 3900 GS HOLDINGS LLC 3900 GS HOLDINGS LLC -UNIT A """-""'""°"'" 402 Wilshire RD Oceanside, CA 92057-2903 BUSINESS LOCHIO~ 3900 GARFIELD ST UNIT A EXPIRATIONOATE 07/3112024 (" l. City of Carlsbad ><EEP FOR •ovRRECOROS BLRE013634,05·2023 07/27/2023 07/31/2024 BUSI NE&; NS ... E 3900 GS HOLDINGS UC 3900 GARFIELD ST UNIT A ""'"'O'""'""""-' --~, ~ ..,,,,_;s,« ""~""' CITY OF CAR\.S8AO 0 z C) n -' ~ "" ~ 0 ⇒ 0 " 0 / -:;u ,- 0 '(;] :;o- CJ Short-Term Vacation Rental Official Permit Permit# Property Address BLRE013634-05-2023 3900 GARFIELD ST UNIT A July 31, 2024 Expiration Date Please contact the owner or agent listed on this permit with concerns about this property. Contact: Property Owner/Manager CARMEN BERRIO (203) 524 -1075 For unresolved complaints, please call the City of Carlsbad Po!icf D.opartrr,ent non-emergency line at 760-931-2197. Carlsbad Municipal Code S.60 1635 Faraday Ave. Carlsbad CA 92008 760-602-2403 www.carlsbadca.gov/visitors/vacationrental r 07/03/2023 NA.IC$ CODE 531190 ""~•u••~ oa CG<OP(lAATIO,,~w, ""''"'"'""""SS CITY OF CARLSS ... D 1635 Faraday IW<,, Cart.bad CA 92!108 ~A,cs DESCRIPTION Lessors of Other Real Estate Property 3900 GS HOLDINGS LLC 3900 GS HOLDINGS LLC 402 Wilshire RD Oceanside, CA 92057-2903-San Diego 8LISINtSSlOO,.fOI 3900 GARFIELD ST UNIT B E'"1RAll0NOA1[ 07/31/2024 ( City of Carlsbad l KFE~ fOR 'IOUR REC ORO• BLRE008380.08-2020 0710312023 07131/2024 B\/SINESS M'1E 3900 GS HOLDINGS LLC eus11<EsS lOC:ATlQN 3900 GARFIELD ST UNIT B ;-,s,,-o~ ,_,,~,.._-.., ~'""'" '"'""'" '"• """~--' CITY OF CARLSBAD C) n -I L ~ = ,_, = ,_, "" 0 :;I 0 c, C) , /"J l:} Transient Occupancy Registration Certificate (._ City of owNER NAME: 3900 Gs HOLDINGS LLC Carlsbad POST IN CONSPICUOUS PLACE OBA: BUSINESS ADDRESS: CITY AND STATE: CERTIFICATE NUMBER: 3900 GS HOLDINGS LLC 3900 GARFIELD ST UNIT B CARLSBAD. CA 92008-4035 BLRE008380-08-2020 DATE ISSUED: 07/03/2023 d the face has fulfilled the requirements of This trans,ent occupancy registrauon cen,/icate s,gn,f,es that the person name on _, _ , 1 the""""" 1 .. bu ,e,,ster<ng with the ta• au momma or or Carlsbad Municipal Code ("CMC"I Chapter 3.12 "Transient occupancy a, ' . ., . Th s certificate doe, ., llln< 1 ch ta, 10 lhe c,ty's ta• aum,nostrator. > of collecting from transient, the trans.en! occupancy ta, anu rem, u . , 1 1 anner nor to operate .. • onduct any lawful busln~s, ,nan un,aw u m , not authorile any person to conduct any unlawful uu<1ness or to c r .. 1 laws ncludins but not ; '' ">O th ut stnctly complying w,th all local app ,nu e •' a hotel, as b10adly dehned ,n CM( Sectoon • ·" • w, 0 . h . 'tho I a currently vahd certihcate. • f h It I wful to operate a hotel III I e c,ty w, u limited to those n•quiring a permit rom t e city. ts un a _ m,n"trator may result ,n suspemion or Failure to comply wtth CM( Chapter 3 12 or any rules and regulatoons of the ta, ad OWNfll NAM[ l900 GS HOLDINGS LLC "' 3900 GS HOLDINGS LLC BUSINESS ADDRESS 3900 GARFIELD ST UNIT 8 CITY AND STATE CARLSBAD, CA 920Ga-4{l35 CERTIFICATE NUMBER BLRE008380-08-2020 DATE ISSUED 07/03/1023 Permit# Short-Term Vacation Rental Official Permit Property Address BLRE008380-08-2020 3900 GARFIELD ST UNIT B July 31, 2024 Expiration Date Please contact the owner or agent listed on this permit with concerns about this property. Contact: Property Owner/Manager MATTHEW POULTER (858) 780 -4300 For unresolved complaints, please call the City of Carlsbad Police Department non-emergency line at 760-931-2197. Carlsbad Municipal Code 5.60 1635 Faraday Ave. Carlsbad CA 92008 760·602-2403 www.carlsbadca.gov/visitors/vacationrenta: Project Narrative City of Carlsbad Development Services 1635 Faraday Ave, Carlsbad, CA 92008 • ca carlos architects, inc. Date: 20 April, 2022 REGARDING: EIA Response and Environmental Setting Description -CDP for 3900 Garfield Street, Carlsbad CA 92008 -Prepared by Carlos Architects, Inc. ENVIRONMENTAL SETTING: 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. RESPONSE: The current project site can be described as multi-family residential, consisting of a single-story 3 bedroom and 2-bathroom bungalow, a detached 1-car garage and a detached 1-bedroom living unit all situated on a gradually sloping landscaped lot. The original home was built in 1948 and generally retains is original Fig. -Aerial view of property The properties adjacent to the project can be described as follows: appearance with the exception of window replacement and minor additions and renovations that have occurred over the years. The project is located in an established coastal neighborhood with a mix of single family and multi-family dwellings. The property fronts Garfield Street to the west and is surrounded by other residential properties to the south, and east. The property borders Garfield St to the west and Tamarack Ave to the north. The property is fenced on three sides and offers access from both Garfield Street and Tamarack Ave via an existing asphalt/concrete driveway and apron allowing motor vehicles to access the site. Access to the existing garage is from Tamarack Ave. North: Multi-unit, multi-story residential duplex across Tamarack Ave East: Multi-unit, multi-story residential apartments or condominiums West: Single family, single story residence across Garfield St. South: Single family, single story residence Carlos Architects Inc. I 3327 Adams Street Carlsbad CA 92008 I 760.579.3996 Project Narrative -• ca carlos architects, inc. The topography of the site slopes from west to east generally following the slope of the Tamarack Ave which provides good natural drainage of the site to the adjacent avenue. The soil conditions appear to be stable with no apparent signs of settlement observed. The existing property is fully landscaped with mature trees, shrubs, inorganic mulch and planter beds. No significant animal life has been observed and is unlikely due to the surrounding residential and public development. No significant cultural or historic aspects are observed and the property does not appear to be located in any historically designated neighborhood or district. The Original residential structure is greater than SO years old but will remain in its existing state-No exterior modifications are proposed. The existing detached living unit and 1-car garage are proposed to be demolished. The age of these structures is unknown, but could possibly be over SO years old. As directed in the Preliminary Review application, a Historic Analysis report has been submitted with this application to evaluate the significance of the structures proposed to be demolished. The property is surrounded by other one-and two-story residential buildings and has no significant scenic views or scenic aspects. The existing structures include a single story 1,226 SF single-family residence, a detached 1-car 245 SF Garage and detached 467 SF !-bedroom living unit. The Residence has a raised foundation and a pitch gable style roof with painted stucco finish. The Garage and studio type living unit is built on a slab foundation and a similar style to the main Residence. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, deportment stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). RESPONSE: The properties surrounding the project site can be described as a mix of single family and multifamily developments including associated public and private improvements. The existing single family residential dwelling units are one (1) and two (2) story and a vary in age and condition. Surrounding homes offer a variety of architectural styles and massing consisting of pitched and flat roof lines. Building material consist of stucco, wood or composite siding both horizontal and vertical type, Concrete block, standing seam metal and composite type roofing. Yards are established with mature lawns, plantings and trees and associated concrete hardscape. The multi-unit developments are primarily apartments and condominium style multi-building facilities with a modern or mediterranean aesthetic. The topography in the neighborhood is a combination of level and gently sloping grades. Most sites are level with slopes incorporated for site drainage. Garfield Street appears to be generally flat while Tamarack Ave crowns in elevation at Garfield and slopes west toward Carlsbad Blvd and oppositely to the railroad right of way to the east. No significant animal life can be observed and is unlikely due to the surrounding developed residential neighborhood. No significant cultural or historic aspects are observed and were likely addressed when the subdivision was graded and improved in the 1940's and SO's. Carlos Architects Inc. I 3327 Adams Street Carlsbad CA 92008 I 760.579.3996 Project Narrative Fig. 2 -Front elevation view of property from Garfield Street • ca Fig. 3 -Front view of property looking from Garfield St and Tamarack Ave intersection Carlos Architects Inc. I 3327 Adams Street Carlsbad CA 92008 I 760.579.3996 carlos architects, inc. 3 I age Project Narrative Fig. 4 -Side elevation view of property looking south from Tamarack Ave • ca carlos architects, inc. Fig. 5 -Continued Side elevation view of property looking south from Tamarack Ave -1-car garage and detached 1-bedroom living unit Narrative prepared by: Andrew Carlos AIA Carlos Architects Inc. I 3327 Adams Street Carlsbad CA 92008 I 760.579.3996 4 I age MATERIALS BOARD FOR POULTER PROPERTIES -3900 GARFIELD STREET WOOD SIDING (EAVES): DELTA MILLWORKS EXTERIOR RATED WESTERN RED CEDAR COLOR: CAST IRON WOOD SIDING: DELTA MILLWORKS EXTERIOR RATED WESTERN RED CEDAR cilflos archill'CI~ inc. MATERIALS BOARu FOR POULTER PROPERTIES -39Ll0 GARFIELD STREET Dark Bronze (50) / ROOF FASCIA AND DOWNSPOUTS: METAL SALES STANDING SEAM METAL ROOF AND FASCIA COLOR: DARK BRONZE ALUMINUM WINDOW WITH CLEAR GLAZING COLOR: BLACK CLEAR TEMPERED GLASS GUARDRAIL caclos archllt>Ct!>. me. MATERIALS BOARLJ FOR POULTER PROPERTIES-3900 GARFIELD STREET snot Blasl STUCCO WITH SMOOTH FINISH COLOR: MERLEX CRYSTAL WHITE ORCO SINGLE SCORE SHOT BLAST CMU COLOR: CALIFORNIA GOLD udos architect~. inc. • Fidelity National Title~:mpany 451 E. Vanderbilt Way, Suite 350, San Bernardino, CA 92408 Phone: (909) 890-0601 • Fax: (909) 890-3609 Issuing Policies of Fidelity National Title Insurance Company TITLE OFFICER: Brian Jon Smith PHONE: (909) 890-0601 Ext. 237 FAX: (909)890-3609 TITLE OFFICER EMAIL hsmith@fnf.com Signature Real Estate Group ATTN: VinnyDisania 39381 Los Alamos #D Munieta. CA 92563 YOUR REF: ORDER NO.: 00151326-991-IEI-BSZ PROPERTY: 3900 Garfield Street, Carlsbad, CA PRELIMINARY REPORT ORDER NO.: 00ISI326-991-IEI-BS2 LOAN NO.: f ; JUtJ 13 2823 In re~pome to the application for a pa/icy of title insurance referenced herein. FideliJy Nlllwnal Tith Company hereby reporls that it is prepared to is~·ue, or cause to be issued, as of the date heroof a policy or policies of title imuran,·e describing the land and the estate or interest therein hereinafter set fonh. insuring again.~t loss which may he sustained hy reason of any deji?ct. lien or enrnmhrance not shown or rejl?rred to a.1· an exception herein or not excluded from ,:,vvera1:e pursuant to the printed Schedules, Conditions and Stipuiatwns or Conditions r!f.1·aid policy forms The printed Exceptions and £xc/1Ldonsfrom the coverage and Limitations on Covered Risks of said policy or poh'des are set forth in Auachment One. The policy to be issued may contain an arbitration dause. When the Amount of Insurance is /e~s than that set forth in the arbitration clause, all arbitrable matters shall he arbitrated al the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner 's Policies of Title Insurance which establi.~h a Deductible Amount and a Maximum Dollar Limit of liability jor certain coverages are also set forth in Attachment One. Copies of the policy }Orms should be read They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is a.numed hereby. If it is desired that liability be a.~sumed prior to the fa·suance of a poli.::y of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Fidelity National Title lruurance Company. u Florida Corporation. Ple'"e read the exceptions shqwn or referred to herein atld the exceptions and t!XCluskms setfor1h in Attachment One of this repor1 carefully. The exceptions and exclu~·ions are meant to provide you with notice of matten1 which are not crwered under the terms of the tide insurance policy and should be caref111Jy co,rsidered. It is impor1ant to note that this preliminary repor1 is not a written representation as to the condition of title and may not list all liens, defects and enc11mbrances affecting titk to the land. Countersigned by: ?M,,..f/J 1~ Authorized Signature CL TA Prelim,r.ary Report Form -Modified (11117106) • r-' Fidelity National Title',,,t,mpany 451 E. Vanderbilt Way, Suite 350, San Bernardino, CA 92408 Phone: (909) 890-0601 • Fax: {909) SSQ.-3609 PRELIMINARY REPORT EFFECTIVE DATE: May 22, 2013 at 7:30 a.m. ORDER NO.: 00151326-991-IEI-BS2 The fmm of policy or policies of title insurance contemplated by this report is: ALTA Homeowoer's Polky of Title lnsunmce (7-1-21) ALT A Ei:teuded LOIUl Policy (7-1-21) I. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: AFEE 2. TITI.,E TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: Matthew Stephen Poulter, a married man as his sole and separate property. Subject to item no.7, 8 and 9, 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See [J(hibit A attached hereto and made a part hereof. CLTA PmllmIriary Report Form -Modified (11117106) Page 2 PRELIMINARY REPORT YOUR REFERENCE EXHIBIT A LEGAL DESCRIPTION Fidelity ~nal Title Company ORDER NO .. 00151326--991-1E1-BS2 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT I IN BLOCK L OF PALISADES, IN THE CITI OF CARLSBAD, COUNTI OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO \.1AP THEREOF NO. 1747, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON FEBRUARY 5, 1923. APN: 206---012-01-00 CLTA Preliminary Report Fonn -Modified (11/17/06) Page 3 PRELIMINARY REPORT YOUR REFERENCE: EXCEPTIONS ' ' Fidel~onal Title Company ORDERNO .. 00151326-991-1E1-8S2 AT THE DATE HEREOI-', ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2023-2024. 2. Any liens or other assessments, bonds, or special district liens including without limitation, Community Facility Districts, that arise by reason of any local, City, Municipal or County Project or Special District. 3. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively. of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. Note: If said supplementals (if any) are not posted prior to the date of closing, this company assumes no liability for payment thereof. 4. Water rights, claims or title to water, whether or not disclosed by the public records, 5. Easement(s} for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: Purpose: Recording Date: Repording No: Affects: City of Carlsbad Roadway easement June 24, 1991 91-0303086. of Official Records Said land more particularly described therein 6. A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: Trustor/Grantor: Trustee: Beneficiary: Loan No.: Recording Date: _Recording No.: 7. A Deed: From: To: Dated: Recording Date: Recording_ No.: $1,687,312.00 May 24, 2019 Matthew Stephen Poulter, a married man as his sole and separate property Verdugo Trustee Service Corporation Mortgage Electronic Registration Systems, Inc. (MERS), solely as nominee for Citibank, N.A. None Shown May 31, 2019 2019-0208296. of Official Records Matthew Stephen Poulter, a married man as his sole and separate property Carmen Alisa Berrio-Poutter, a married woman as her sole and separate property November 12, 2019 December 24, 2019 2019-603516 of Official Records For Insurance purposes, the Company is not willing to divest the interest of the following party(s): Party(s): Matthew Stephen Poulter, a married man as his sole and separate property Cl TA Preliminary Report Form -Modified (11117106) Page 4 PRELIMINARY REPORT YOUR REFERENCE: 8. A Deed: From: To: Dated: Recording Date: Recording No.: EXCEPTIONS (Co11ti11ned) Fidelity Jnal Title Company ORDER NO .. ~1326-991-IE1--BS2 Carmen Alisa Berrio-Poulter, a married woman as her sole and separate property Carmen Alisa Berrio-Poulter, Trustee of The Carmen Alisa Berrio-Poulter Revocable Trust Dated August 27, 2019 November 15, 2019 2019-0603517 2019-0603517, of Official Records For insurance purposes, the Company is not Willing to divest the interest of the following party(s): Party(s): 9. A Deed: From: To: Dated: Recording Date: Recording No.: Carmen Alisa Berrio-Poulter, a married woman as her sole and separate property Carmen Alisa Berrio-Poulter, Trustee of The Carmen Alisa Berrio-Poulter Revocable Trust Dated August 27, 2019 3900 GS Holdings, LLC, a limited liability company November 15, 2019 December 24, 2019 2019-603518. of Official Records For insurance purposes, the Company is not Willing lo divest the interest of the following party(s): Party(s): Carmen Alisa Berrio-Poulter, Trustee of The Carmen Alisa Berrio-Poulter Revocable Trust Dated August 27, 2019 PLEASE REFER TO THE "INFORMATIONAL NOTES" AND .. REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION" NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CL TA Preliminary Report Form -Modified {11117106) PRELIMINARY REPORT YOUR REFERENCE: REQUIREMENTS SECTION Fideht--· ·~onal Tttla Company ORDER NO. )51326-991-IEl -8S2 1. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All Parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of lnfom,ation is essential and will be kept strictly confidential to this file. 2. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited liability Company: 3900 GS Holdings, LLC a) A copy of its operating agreement, if any, and any and all amendments, supplements andlor modifications thereto, certified by the appropriate manager or member b) If a domestic Limited Liability Company, a copy of its ArticleS of Organization and all amendments thereto wtth the appropriate filing stamps c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member d) A current dated certificate of good standing from the proper governmental authority of the state in Which the entity was created e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. The Company reserves the right to add additional items or make further requirements after review of the requested documentation END OF REQUIREMENTS CL TA Preliminary Report Form -Mochfied (11117106) Page 6 PRELIMINARY REPORT YOUR REFERENCE: Fidelit<•' -ii._onal TIHe Company ORDER NO.. _,)'132ll-991-IE1-8S2 INFORMATIONAL NOTES SECTION l. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any trnnsaction involving Land that is associated with these activities. 2. None of the items shown in this report will cause the Company to decline to attach ALTA Endorsement Fonn 9 to an Extended Coverage Loan Policy, when issued. 3. Note: The Company is not aware of any matters which would cause it to decline to attach CLT A Endorsement Fonn l !6 indicating that there is located on said Land a Single Family Residence, known as 3900 Garfield Street, City of Carlsbad, California to an fa.tended Coverage Loan Policy. 4. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration provision. Arbitrable matters may include, but are not limited to any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach ofa policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to he issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance Coverage. 5. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report. 6, Property laxes, including any personal property laxes and any assessments collected with taxes, are paid. For proration purposes the amowlts were: Tax Identification No .. Fiscal Year: J st Installment: 2nd Installment: Exemption: Code Arca: 206-012-0J-00 2022-2023 10,698.71 10,69!!.71 None Shown 09000 7. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTn Affidavit may be required to be completed and submitted with each document when DTI is being paid or when an exemption is being claimed from paying the tax.. If a governmental agency is a party to the document, the fonn will not he required. OTT Affidavits may be available at a Tax Assessor-County Clerk-Recorder. 8. Unless this company is in receipt of WRITTEN instroctions authorizing a particular policy, Fidelity Title will AUTO MA TI CALLY issue the American Land Title Association Homeowner's Policy (02/03110) for all qualifying residential 1-4 properties/transactions to insure the buyer at the close of escrow. 9. If a county recorder, title insurance company, escrow company, real estate broker, real estate agent or association provides a copy ofa declaration, governing document or deed to any person. California law requires that the document provided shall include a statement regarding any unlawful restrictions. Said statement is to be in al least 14-point bold face type and may be stamped on the first page of any docwnent provided or included as a cover page attached lo the requested document. Should a party to this transaction request a copy of any document reported herein that fits this category, the statement is lo be included in the manner described. IO. Any documents being executed in conjunction with this transaction must be signed in the presence of an authori:zed Company employee, an autltori?.ed employee of an agent, an authorized employee of the insured lender, or by using Bancserv or other approved third party service. If the above requirements cannot be met, please call the Company at the number provided in this report CL TA Preliminary Report Fonn -Modified (11117106) Pege 1 PRELIMINARY REPORT YOUR REFERENCE: C INFORMATIONAL NOTES (Continued) Fidelit-• ""i!ional Title Company ORDER NO. }51326--991·1E1-8S2 \ l. NOTE: Amended Civil Code Section 2941, which becomes effective on January 1, 2002, sets the fee for the processing and recordation of the reconveyance of each Deed of Trust being paid off through this transaction at $45.00. The reconveyance fee must be dearly set forth in the Beneficiary's Payoff Demand Statement ("Demand"). In addition, an assignment or authorized release of that fee, from the Beneficiary to the Trustee of record, must be included. An example of the required language is as follows: The Beneficiary identified above hereby assigns, releases or transfers to the Trustee ofrecord, the sum ofS45.00, included herein as 'Reconveyance fees', for the processing and recordation of the Reconveyanee of the Deed of Tmst securing the indebtedness covered hereby, and the escrow company or title company processing this pay-off is authorized to deduct the Reconveyance Fee from this Demand and forward said fee to the Trustee of record or the successor Trustee under the Trust Deed to be paid off in full. In the event that the reconveyance fee and the assignment, release or transfer are not included within the demand Statement, then Fidelity National Title lnsurance Company and its Underwritten Agent may decline to process the reconveyance and will be forced to return all documentation directly to the Beneficiary for compliance with the requirements of the revised statute. 12. Note: Part of the RESP A Rule to simplify and Improve the Process of Obtaining Mortgages and Reduce Consumer Settlement Costs requires the settlement agent to disclose the agent and underwriter split of title premiums. including endorsements as follows: Line ! 107 is used to record the amount of the total title insurance premium, including endorsements, that is 1etained by the title agent. Fidelity National Title Company retains H8% of the total premium and endorsements. Line 1108 used to record the amount of the total title insurance premium, including endorsements, that is retained by the title underwriter. Fidelity National Title Insurance Company retains 12% of the total premium and endorsements. 13. The Company and its policy issuing agents are required by Federal law to collect additional information about certain transactions in specified geographic areas in accordance with the Bank Secrecy Act. If this transaction is required to be reported under a Geographic Targeting Order issued by FinCEN, the Company or its policy issuing agent must be supplied with a completed AL TA Information Collection Form ("!CF") prior to closing the transaction contemplated herein. END OF INFORMATIONAL NOTES Brian Jon Smith/457 CL TA Preliminary R11port Form -Modified (11117106) Page 2 '::)WI RE SAFE. F~quire before you wire! ,/ Wire Fraud Alert This Notice is oot intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties b a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired In conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sanding funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions lo you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can othelWise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account Is opened. DO NOT send an email lo verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire•fraud scams or to report an incident, please refer to the following links: Federal Bureau of lnvesUgation: Internet Crime Complaint Center: http://www.fbi.gpv http://www.ic3.gov Wire Fraud Alert Original Effectwe Date: 5111/2017 Current Version Date: 5/11/2017 TM and © Fidelity National Financial, Inc. and/Or en affiliate. All rights reserved Page 1 WIRE0016 (OSI Rev. 12/07117) ,. - Fidelity National Tit1e\:rompany • 451 E, Vanderbilt Way, Suite 350, San Bernardino, CA 92408 Phone: (909) 890-0601 • Fax: (909) 890•3609 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries {"FNF•) must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's r1ght to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies lo transactions involving property improved with a one•lo-four family residential dwelling. Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten TIU• company CTC -Chicago Title company Cl TC -Commonwealth land Title Company FNTC -Fidelity National Title Company of California FNTCCA • Fidelity National Tille Company of California TICOR -Ticor Title Company of California L TC -Lawyer's Title Company SL TC -Servicelink Title Company Available Discounts DISASTER LOANS (CTIC, CL TIC, FNTIC) Underwritten by FNF Underwr:lters CTIC -Chicago Title Insurance Company Cl TIC -Commonwealth Land Title Insurance Company FNTIC -Fidelity National Tille Insurance Company FNTIC -Fidelity National Title Insurance Company CTIC-Chicago Title Insurance Company Cl TIC -Commonwealth Land Title Insurance Company CTIC -Chicago Trtle Insurance Company The charge for a Lender's Pdicy (Standard or Extended coverage) covering the financing or refinancing by an owner of reccrd, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of !he appropriate title insurance rate, depending on the type of coverage selected. Notice of Available Disoounts {Rev. 01-15-20) MISC0164 (OSI Rev. 03112120) Last Savad, June 1. 2023 by 457 Escrow No .. 00151326--991-IE1-BS2 ,, FID~TY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective January 1, 2023 Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal Information. when and to whom we disclose such infOITT1ation, and the choices you have about tile use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice witl be available on the subsidiary's website and this Prtvacy Notice does nol apply. Collection of Personal Information FNF may collect the following categories of Personal Information: contact information (e.g., name, address, phone number, email address); demographic information (e.g., date of birth, gender, marital status); identity information (e.g. Social Security Number. driver's license, passport, or other government ID number); 6nancial account information (e.g. loan or bank account information); and other personal infonnation necessary to provide products or services to you. We may collect Personal Information about you from: Information we receive from you or your agent; information about your transactions with FNF, our affiliates, or others; and information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. C2Hectlon of Browsing Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service. or application (each an "FNF Website") from your Internet browser, computer, and/or device: Internet Protocol (IP) address and operati'ng system. bfowser version, language, and type; domain name system requests; and browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Websije and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though ii you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other QnHne Speelflg Cookie$. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customil.e the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. P9 Not Track. Currenlly our FNF Websites do not respond to "Do Not Track" features enabled through your browser. links to Other Sites. FNF Websites may contain links to unaffiliated lhlrd-party webSites. FNF is not responsible fo.r the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. U§e of Personal lnfonnatlon FNF uses Personal lnfomialion for three main purposes: To provide products and services to you or in connection with a transaction involving you. To improve our products and services. To communicate with you about our, our affiliates', and others' products and services, jointly or independently. When 111fonnat1on 1$ Dlsclose(I We may disclose your Personal Information and Browsing Information in the following circumstances: to enable us to detect or prevent criminal activity, fraud, material misrepresentation. or nondisclosure; to affiliated or non affiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Elf. January 1, 2023) MISC0219 (OSI R0V. 01/16/20213) Copyright© 2023. Fidehty Nsijonal Financial, Inc. All Rights Reserved Page 1 Order No. 00151326-991-IE1-BS2 ,-\ lo affiliated or nonaffiliated third parties ~Fi whom we perform joint markelil'IQ, pursuant lo an agreerrfe~t with tl1em to Jointly market financial products or services to you; to law enforcement or authorities in connectioo with an investigatioo, or in response to a subpoena or court order; or in the good-faith bel~f that such disclosure is nec8S3af)' to comply with legal process or applicable laws. or lo protect the rights, property, or safety of FNF, its customers, or the public. The taw does not require your p!1or authorization and does oot allow you lo restrict Iha disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make soch disclosure, We do not otherwise share your Personal Information or Browsing Information with nonaffilieted tl1ird parties, except as required or pennitted by !aw. We reserve the right lo transfer your Personal Information, Browsing Information, and any other information, in connection with !he sale or other disposition of all or part of the FNF businass and/or assets, or in the event of bankruptcy, reorganiµ)j:ion, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedlf'{ls. Sec;urtty of Your lnfonnatlon We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your lpformatiqn Whether you submit Personal lnfonnation or Browsing Information lo FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain sefVices or products to yoo. For California Re;siden§: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For addiliooal information about your California privacy ri!'jlts, please visit the "California Pnvacy" link on our website (https:1/fnf.com/pages/califomiaprivacy.aspx) or call (888) 413-1748. For Nevada Residents: We are provkling this notice pursuant to stale law. You may be placed on our internal Do Not Call list by calling FNF Privacy at {888) 714-2710 or by contacting us via the information set forth at the end of this Privacy Notice. For further information concerning Nevada's telephone solicitation law, you may contact: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, las Vegas, NV 89101; Phone number: (702) 486-3132; email: aginqu1nes@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffilialed third parties for marketing purposes, e,::cept after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. Fpr Vermont Residents: We will not disck:lse infonnation about your creditworthiness to our affiliates and will not disclose your personal infonnalion, financial information, credit report, or health information to nonaffiliated third parties to market to you, other t11an as permitted by Vennoot law, unless you authorize us to make those disclosures. For Vjrginia Residents: For additional information about your Virginia privacy rights, please email privacy@fnf.com or call (888) 714- 2710. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know lo be under the age of thirteen {13) without permission from a parent or guardian. International Uwn; FNF's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that infoonation outside of your country of residence. By pro"1ding FNF with your Personal lnformaUon and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortqage l.01ns Certain FNF companies provide services lo mortgage loan servicers, induding hosting websites that collect customer information on behalf of mortgage loan servlcers {the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of this Privacy Notice tilled When Information is Disclosed, Choices with Your lnformation, and AccesSing and Correcting lnfonnatlon do not apply to the Service Websites. The mortgage loan servicer or lender's prtvacy notice governs use, disclosure, artd access lo your Personal Information. FNF does not share Personal Information collected through the Service Websites, ei::cept as required or authorized by contract with the mortgage loan servicer or lender. or as required by law or in the good-faith belief that such disclosure is necessary: to comply wiUi a legal process or applicable law, 10 enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. Yoyr Consent To Thlg Privacy Notice; Notice Changes By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notlca's effective date wlll show the FNF Privacy Statement (Elf. January 1, 2023) MISC0219 (DSI Rev. 01/16120213) Copyright © 21123. Fidelity National Financial, Inc. All Rights Reserved Page 2 Order No. 00151326-991-IE1--BS2 ,.. ' last date changes were made. If you provide in~ation to us following any change of the Privacy Notice, tt,at"";:;'gnifies your assent to and acceptance of the changes to the Privacy Notice. Accenlne and C9rrect1ng lnfonnatlon; eontact us If you have questions or would like to correct your Personal Information, visit FNF's Privacv Inquiry Website or contact us by phone at (888) 714-2710, by email at privacy@fnf.com, or by mail to: FNF Privacy Statement (Elf. January 1, 2023) MISC0219 (OSI Rev. 01/16120213) Fidelity National Financial. Inc. 601 Riverside Avenue Jacksorwille, Florida 32204 Attn: Chief Privacy Officer Copyright© 2023. Fidelity National Financial, Inc. All Rights Reserved Page 3 Order No. 00151326-991-IE1-BS2 , '-ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 (11-09-18) EXCLUSIONS FROM COVERAGE The following matters are eKprassly excluded from the coverage of this policy ;,md the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason ot 1. (8) Any law, ordinance or govemmental regulation \lncludlng but oot limited to building or zoning laws, Ol'dlnanees, or regulations) restlidil'\Q, reguU!ting, prohibiting or relating (i) the occupancy, use, or enjoyment oflhe land: (i1) the character, dimensions or location of any iITflrovement oow or hereafter erected oo the land; (iii) a separabon in ownership or a change in the dimensions or area of the land or any parcel of which the land ,s or was a part; or (1v) environmental protection, or the effect of any vKllabon oflhese laws, ordinances or governmental regulations, except to the eldanl 111at a notioo of the enforcement thereof or a notice of a defect, IHlfl, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (bl Any govammental police power not &rouded by (a) above, &IIC8pt to the extent that a notice of the exorcise lherwf or notice of a defect, lien or encumbrance resulting from a violation or a"8ged violation affecting the land has been recorded in 1he public records al Date of Polley. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in Iha public: records at Date of Policy, but rd excluding from coverage any laking which has occurred priOf to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defacts. !tens, encumbrances, adverse deims or other matter.;: (a) whelher oc not recorded in the public reoortls at Date of Policy, but created, suffemd, assumed or agreed to by the insured daimant: {b) not known to the Company, not recorded In the public records at Dale of Policy, but known to the insured daimant and not disdosad In wnling to the Company by the insured claimant pnQr to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant: (d) alteching or created subsequent to Date of Polley: o, (e} resulting m loss or damage which would not have been sustained 11 the insured claimant had paid V8Iue for the insured mortgage or for tile 8State or interest insured by this pol;cy. 4. Unenforceability of the lien of 1h11 insu1ed mortgage because of the inability or failure of the insur&d at Date of Policy, or the inability orfaIlure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state In which the land is situated. 5. Invalidity or unenforcaablllty of the IK!n of the insured mortgage, or claim thereof, which arises out of the transact10n evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in landing law. 6. Arri claim, which arises oot of the transaction vesting in the insured the estate of interest insured by this pc,tlcy or the transaction crea~ng the interest of the insured lender, by 1eason of the operation of federal benkn;plcy, state insolvency or similar creditors' nghts laws. EXCEPTIONS FROM COVERAGE• SCHEDULE B, PART I This policy does not Insure against loss or damage (end the Company will not pay costs, attomeys'fees or 9xpenses) which arise by reason ot 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that lavies taxes or aSSt1SSments on real property or by the public reoon:ls. Proceedings by a public agency which may result in taxes or assessments, or ootices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or daims which are not Shown by the public records hut which could be ascertained by an inspection of the land or which may be aSS&rted by pe1SOns in possession thereof. 3. Easements, liens or el'\CUmbrences, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachmenlll, or any other facts which a correct survey would disclose, and which 9re not shown by the public records. 5. (a) Unpatented mining claims; (b) rnservations or exceptions in pal8nts or In Acl5 aulhol'izing the issuance thereof; (c) water rights, claims or ~He to water, whether or not the melter.< excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a l'en for services, labor or material unless such lien Is shown by the public records at Date Of Policy. EXCEPTIONS FROM COVERAGE • SCHEDULE B, PART II (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CAl.lFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE OWNER'S POLICY (02-04-22) EXCLUSIONS FROM COVERAGE The following matters are e,ccluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or f!llpenses that arise by reason of: 1. a any law, ordinanc:e, permit, or governmental regulation (including those relating to building and zoning) that restncis, regulates, prohibits, or relates to: 1. th9 occupancy, use, or enIoyment of the Land; Ii. the character. dimensions, or location of any Improvement on the Land; iii. Iha subdivi9ion of land; or ,v. environmental remediation or protection. b. anygovemmentel forfeiture, police, regulatory, oc national security pewer. c. the affect of a violation or enfort:ement of any mall!tr excluded under 8'c:lusion 1.a. or 1,b. Exclusion 1 does not modify or Um~ the coverage prowled under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 cloes not modify Of llmtt the coverage provided under Covered Risk 7. 3. My defect, lien, em:umbrance, adve-rse claim, or other matter: Attachment One -CA (Rev. 11-04-22) MISC0267 (OSI Rev. 3/16/23) Last Saved: 6/1/2023 8:41 PM by 457 Order No. 00151326-991-IE1-BS2 a. created. $uffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not record&d in the Public Records at the Date of Policy, but Known IO 1he lnsurad Claiman1 and not disclos&d in writing lo the Company by the Insured Claimant pnortothe date Iha Insured Claimant became an Insured under this policy; c. rasu1tmg in no loss or damage to Iha Insured Claimant; d. attaching or created subsequent to the Date of Polley (Exdusioo 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured nam&d W1 Schedule A as a bona fide purchaser had been gMll'I for the Title at Iha Date of Polley. 4_ Any deim, by reason ol lhe operation of fedenll bankruptcy, state insolvency, or similar credllors' rights law, that the transaction vesting the TiUe as shown in Sch&dule A is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer ur.der Iha Uniform Vokteble Transactions Act; or c, prefarental transfer: to the extent the instrument of transfer vesting the T~le as shown in Schedule A Is oot a transfer made as a contemporaneous exchange for new value; or 11. for any other reason not stated in Covered RISk 9.b. 5. Ally claim of a PACA-PSA Trust Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8. 6. Any lien oo the Title for real asla!a taxes or assessments imposed or collected by a governmental auth0f11y tt,a1 becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b. 7. Any discrepancy in the quantity of the area, square footage, or a,creage of the Land or of any improvement to the Land. EXCEPTIONS FROM COVERAGE Soma hlstorlcal land records ..oni.in Dlsc:rlmlnatory Covenants that are lllegal and 1111enforcaable by law. This pollc:y treats any Disi;rimlnatory Covenant In• documant ...tarencad In Sc:hedula B 1111 If each Discriminatory Cove""nt 11 rad.:ted, repudiated, removed, and not republished or racln:ulllted. Only th• ramalnlng provision& of the doc:umant llf9 excopt&d from c:ovarage. This policy does not insure against loss or damage and the Company wm not pay costs. attorneys' fees. or expenses resulting from Iha tenns and oondilloos of any laasa or easement idan!ilied in Sctledule A, and the following math.ifs: PARTI 1_ (a) Taxes or assessments that are not shown as existing liens by the records of any taxing aulhoffy that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whettiar or not shown by ttie records of such agency or by the Publk: Raoords. 2. Any facra, r1ghts, Intarests, or claims that are not shown by the Public Reoords at Date of Polley but that could be (a) ascartained by an inspec:llon of the Land, or (b) asserted by persons or parties in poss,,ssion of the Land. 3 Easements, lians or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy, 4. Any encroachment, encumbrance, violation, variation, aasemenl, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Pubhc Records at Date of Policy. 5. (a) Unpatanted mining claims; (b) reservations or exce¢ions In patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, wMthe-ror not the matters axoepted Under (a), (b1 or {c) are shown by the Public Reconis. 6. Any lien or r1ght to a lien tor services, labor, material or equipment unless such lien is shown by the Public Records at Date of Polley. 7. Ally claim to (a) ownership of or r1ghts to minerals and similar sutlstances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located In, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease. grant. exception. conveyance, reservation, or otherwise; and (b) any rights, privileges, Immunities, rights of way, and easements associated therewith or appurtenan! thereto, whetht!ror not the interests or rights excepted in (a) or (b) appear In the Public Records or are shown in Schedule B. PARTII (Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here) CLTA/ALTA HOMEOWNER'S POLICY OF ITTLE INSURANCE (07-01-2021) EXCLUSIONS FROM COVERAGE The following metters are exduded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. any law, ordinance. penni~ or governmental regulation {including those relating to building and zoning) that restncts. regulates, prohibits, or relates to; I. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any Impmvement on Iha Land: iii. the subdivision of land; or iv. environmental remediation or protecllorl. b. any governmental forfe~ure, potice. or regulatory, or national security pnwer. c. the affect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b. Exclusion 1 does not modify or hmit the coverage provided under Covered Risk 8.a .. 14, 15, 16, 18, 19, 2{], 23, or 27. 2. Ar'/f powtir to take the Land by condemna~on. Excluslon 2 doe$ not modify or limit the coverage provided under Covered Risk 17. 3. Any defect, lien, encumbrance, adverse claim, orolher matter: a. created, suffered, assumed, or agreed to by You; b. not Known to Us, nol recorded in the Public Records at the Date of Policy, but Known to You and not disciosed in writing to Us by You Prior to the date You became an Insured under this policy; c. resulting in no loss or damage to You; Attachment One -CA (Rev. 11-04-22) MISC0267 (DSI Rev. 3116123) Paga2 La,;t Saved; 61112023 8:41 PM by 457 Order No .. 00151326-991-IE:1--8S2 5. 6. ~ d. attaching or created subsequent to the Dale of Policy (ExclusKln 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25, 26, 27, 28, or 32); or e. ,..,suiting in loss or damage that would not havi, been sustained If You ?',lid considerat.on sufficient to qualify You as a boo,;, fide purchaser of the Tide at the Date of Polley. Lack of a right a. to any land outside the area specifically desaibed and referred to in Item 3 of Schedule A: and b. in any street, road, avenue, alley, lane, right-of-way, body of water, orwatefWay Iha! abut the Land. Excll/Slon 4 does not modify or "1nit the coverage provided under Covered Risk 11 or 21 The failure of Your exis!ing structures, or any portion of Your existing structures, to havot been constructed befora, on, or alter the Date of Policy in acoordance with BJ)!)licable building codes. Exclusion 5 does not modify or "mil the coverage provided under Covered Risk 14 Of 15. Any claim, by reason of th<:1 operation of federal bankruptcy, state insolvency, or similar creditors' rights law, Iha! Iha transfer of the 11Ue to You is a: a. fraudulent conveyance or fraudulent transfer; b. voidable transfer under lhe Uniform Voidable Transactions Act; or c. pralerenbal transfer: to the extent the instrument of transfer vesting the nue as shown in Schedule A is not a translef made as a contemporaneous exchange for new value: or ii. f0< any other raason not stated in Cov(lfed Risk 30. Contaminauon, explosion, fire, flooding, lllbrab'on, fracturing, earthquake, or subsidenoe. Negligence by a person or an entity exercising a light to extract or develop oil, gas, minerals, !10Undw.iter, or any other subsurface substance. Any lien on Your ntle for real estate taxes Of asst1ssments imposed or collac:tad by a governmental authority lhat becomes due and payable after Iha Date or Policy. Exclusion 9 does not modify or limll lhe coverage provided under Covered Risk a.a. or 27_ 1 0. Any disc:repancy in the quantity or the area, square footage, Of acreage of the Lafld or of any improvementto the Land. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered R~ is limited on the Owner's Coverage Statement as follows: For Covered Rnlk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Sctledule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows; Covered Risk 16 Covered RISI<. 18: Covered Risk 19: Colli!red Risk 21: Your Dedu<;tlble Amount 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is lass) 1.00% of Policy Amount Shown In Schedule A or $5.000.00 (whichever is lass) 1.00% of Poh'cy Amount Shown in Schedule A or $2,500.00 (whichever is less) Our Maximum Doller Limit of Liabillllt $10,000.00 $25,000,00 $25,000.00 $5,000.00 CLTA/Al TA HOMEOWNER'S POLICY OF fflLE INSURANCE {12-02-13) EXCLUSIONS In addmon to the EXC8jltions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resuWng rmm: 1. Gol,emmental police powsr, and the exislllnce Of violation of those portklns of any law or government regulation concerning: a. building; b. zoolng; c. land use: d. improvements on the Land: e land division: and [ environmental protaction. This Exclusion does not lim~ the coverage described In Covered RISI< 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part ofltlem, to be constructed in accordance v,ilh applicable building codes. This Exclusion does not llmitlhe coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not Mmij the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whelher or nol lhay are recorded In the Public Records: b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date: c. that result ,n no loss 10 You: or d. \hat fi~t occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6_ Lack of a right: a. to any land outside the area specifl~lly described and referred to in paragraph 3 or Schedule A: and b. ,n streets, alleys, or waterways that touch the Land. Tt.s Exclusion does not limit the coverage deS<;nbed In Covered Risk 11 or 21. 7_ The transfer of the Trtle to You is in...alid as a preferential transfer or as a fraudulent transfer or conveyance under faderal bankruptcy, state ,n~vency, or similar creditors' ~ghls laws. 8. Conlaminabon, ex~osion, fire, flooding, Yibration, tractunng, earthquake, or subsidence. 9. Negl>gence by a person or an Entity exercising a right to eidracl or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RlSKS Your Insurance for the following Covered Risks is limJted on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Yo'-"" Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Tha deductible amounts and maximum dollar limits shown on Schedule A are as follows: Attachment Orw -CA (Rav 11-04-22) M1SC0267 (DSI Rev. 3116/23) Page 3 Our Maximum Dollar Last Saved: 6/112023 8:41 PM by 457 OrderNo. 00151326-991-IE1-BS2 Covered Risk 16: Covered Risk 16: Covered Risk 19: Covered Risk 21: Your Deductlble Amount 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 1.00% of Poley Amount Shown in Schedule A or $5,000.00 {whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) AL TA OWNER'S POLICY (07.01-2021) EXCLUSIONS FROM COVERAGE Llmtt QI Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 The following matters are excluded from the coversge 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, pennij, or yovemmantal regulat10n (including those relating to bu!d1ng and zoning) that restricts, regulates, prohibits, or relates to; i. the ocC1Jpancy. use, or enjoyment of the Land: ii. the charactt,r, diroonsions, or location of any improvement on the Land; iii. the subdivision of land; or iv. environmental remediation or protection. b. any gO\/emmental forfeiture, poke, regulatory, or national security power c. the effect of a violation or enforcement of any matter e~duded under Exclusion 1.a. or 1.b. Exclusioo 1 does not modify or limi1 the eov-erage provided under Covered Risk 5 or 6. 2. Any power of eminent domain. Exclusion 2 does not modify or limrt the COV<lrage provided undar Covered Risk 7. 3. Any defect, lien. encumbrance. adverse daim, orolhar matter: a. cre.aled, suffered, assumed, or agreed to by the Insured C\aimilnt; b. not Known lo the Company, not recordad in the Public Records at the Date of Policy, bo.t Known lo the Insured Claimant and not disclosed in Writing 10 the Company by the Insured Claimant pllOr lo the date the Insured Claimant becaroo an Insured under !his policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Data of Policy (E~duslon 3.d. d<>M not modify or limit the coverage pmllided under Covered Risk 9 or 10): or e. resulting ;n 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 had been given ror the Trtle at the Date of Policy. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, !hat lhe transaction vesting the Title as shown in Schedule A Is a: a. fraudulent conveyance or fraudulent traosler: b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer: lo th& a:irtoot the Instrument of transfer 118Sting the Ttlle as shown ITT Schedule A is not a transfer made as a contemporaneous exchange for new value; or 1i. for any Other reason not stated in Covered Risk 9.b. 5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the ooverage pro\llded under Covered Risk 6. 6. Any lien on the Title for real estate taxes or assessments "1lposed or collected by a governmental authority that becomes due and payable afler the Dale of Policy. Exdusion 6 does not modify or limn the COV<lrage provided under Coverad Risk 2.b. 7. Any discrepancy in the quantity oflhe area, square footage, or acreaga oflhe Land ocof any improvement to the Land. EXCEPTIONS FROM COVERAGE Some hi11torlcal land records contain Dlacrlmlnatory Covenants that are Illegal and unanforc&able by law. This policy treata any Dlacrlmlnalory Covenant In a document referenced In Schodule Bas ff each Dlacrlmlnatory Covenant la redacted, repudiated, removed, and not r&l)ubllahed or raclrculated. Only the .-.malnlng provisions of the document are eltC8pted from CD11erage. This policy does not insure against lass or damage and the Company will not pay costs, attorneys' fees, or expenses rasulting from the tanns and conditions of any laase or easement identified in Schedule A, and the folfowing matters: NOTE. Tile 2021 AL TA Ownar's Policy may ba tssued lo alfoni ailhar Sllilndard Coverage or Extended Coverage. In addition lo variable exceptk,ns such as raxes, easements. CC&R's, etc .. the Exceplior,s from Coverage in a Standard Coverage policy will also include the Western Regional standard Coverage Exceprions listed as 1 tt,rr:wgh 7 balow· 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or asseS$rll8nts on real property or by the Public Records: (b) proceedings by a public ager,cy that may nwilt in taxes or assessments, or notices of such proceedingS, whether or not shown by the records of such agency or by th& Public Records. 2. Any facts, rights, interests, or claims that ere not shown by Iha Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land or (b) asserted by persons or parties in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy. 4. Any encroachment, encumbrance, violation, vanalion, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land sunray of the Land and not shown by the Public Records at Date of Policy. 5. (a) Unpatented mining claims: (b) reservations or Hceptions in patents or in Acts authorizing lhe issuance thereof; (c) water rights, claims or title to water, whether or not the matters exce,:,ted undlar (a), (b~ or (c) ere shown by the Public Records. 6. Any lien or right to a lien for services, labor, material or aqulproont unless such lien is shown by Iha Public Records at Date of Policy. 7. Any claim to (a) ownership of or ~ghts to minerals and similar substanC8s, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, day, rock. sand, and gravel located in, on, or under the Land or produced from the Land, wh(ither such ownership or rights arise by lease, grant exception, conveyance, reservation, or otherwise; and (b) any rights, pnvileges, immunitias, rights of way, end easements associated therewith or appurtenant thereto, whether or not lhe interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B Attachment One -CA (Rev. 11-04-22) MISC0267 (DSI Rev. 3/16123) Last Saved: 6/112023 6:41 PM by 457 OrderNo. 00151326-991-IE1-BS2 r '-2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following mattars are eKpressly exduded from the ooverage of this policy, and the Company will not pay loss or dalllllge, costs, attorneys' fees, or expenses that !lrise by reason ot 1. (a) Any lsw, Ol'dlnancf!, permit, or governmental regulation (induding those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, orenjoymootof the Lalld: (ii) the character. dirneosions, or location of any improvement erected on the Land: (iii) Iha subdi',1<sion of land: or (iv) environmental protection; or Iha effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1 (a) does not modify or limit the COVf!rage provided under Covered Risk 5. (b) Ariy go,,ernmental police power. Thts Exclusion 1(b) does r.ot modify or limit the coverage provided under Covered Risk 6. 2. Rig his of eminent domain. This Exclusion does not modify or limit the CO\llll"llQ8 provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adv8f5e daims, or other matturs (a) crnated, suffarad, assumed, or agreed to by the Insured Claimant (b) not Known to the Company, not racordad in the Public Records al Date of Policy, but Known to the Insured Claimant and not disclosed In writing to the Company by the Insured Claimant prior lo the date the Insured Claimant became a.n tnsured under this ~icy: (c) resulting in no loss or damaga to the Insured Claimant: (d) attaching or created subsequent to Date of Policy (however, this does not modffy Of limit the coverage provided under Covered Risk 9 and 10): m (e) resulting in loss or damage that wouJd not ll.a~e been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reeson of the opera~on of federal bankruptcy, state insoNency, or similar creditors' rights laws, that the transaction vesting the Tttle as shown in Schedul<:1 A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated In Covered Risk 9 of this policy. 5. Any lien on the Title for nml estate taxes or assessments lmpos<!d by governmental authority and created or attaching betwe<ln Date of Policy and the date ot recording of the deed orottier ,nstrument of transfer in lhe Public Records that wsts Title as shown in Schedule A. EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company wm not pay costs, attorneys' faes or expenses, that arise by reason of: NOTE: The 2005 ALTA Owner's Polley may be isslJed to 11fford eit/Jarstandarri Coverage or Extended Coverage. /n addition to vllriab/6 ex,;ap/lons such as Ives, eassmen/s, CC&R's, etc. the Exceptions from Coverage in a Standard Coverage policy will also includa /he Wes/em Regional Standard Covelllg<i Exceptions listed below as 1 lhrough 7 below: 1. (a) Taxes or assessments that are not shown as eJ<is\Ing liens by the records of any taxing authonly Illa\ ~ies taxes or assessments on ntal property or by the Publk: Records: (b) proceedings by a public agency Iha! may result in taxes or assessments, or notk:es of such proceedings, whether or not shown by the records of sucll agency or by Iha Public Records. 2. Any facts, rights, interests, or claims lha1 are not shown by the Public Records at Dale of Policy but that could be (a) ascertained by an inspection of the Land, Of (b) asserted by persons or part85 in possession of the Land. 3. Easements, liens Of ancumbrenc:es, or Claims thereof, not shown by the Public Records at Date of Policy, 4. Any em:roacllment, encumbrance, violation, 1111rlallon, easement, or adverse circumstance affecting the Titfe that W<lUld be disclosed by an accurate and oomp!ete land $Urvey of the Land and not shown by lhe Public Records at Date of Policy. 5. (a) Un patented mining claims; (b) reservations or excefJ(ions in patents or m Acts authorizing the issuance thereot, (c) walllr rights, claims or title to water, Whether or not Iha matter,, IIJ<cepled under (a), (b), or (c) are Shown by the Public Records. 6. Any lien or r1ght lo a lien for 5ervices, labor, material or equipment unless such lien is shown by the Public Records at Date <:If Policy. 7. Any claim lo (a) ownar.;h;p of or rights to minerals and similar subst.inces, Including but not limited to ores, metals, coal, 1Ign,le, oil, gas, uranium, ci8y, rock, sand, and gravel located In, on, or under the Land or produced from the Land, whether such owner.;hip or rights arise by lease, grant, e,cceptlon, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, nghts of way, and easements associated therewith Of appurtenant thereto, whether or not the interests or rights axcepted in (a) or \b) appear In the Public Records or are shown in Schedule B. Attachment One -CA (Rav. 11-04-22) MISC0267 (DSI Rev. 3116123) Page 5 Last Saved: 511/2023 B.41 PM by457 Order No.: 00151326-991-IE1-6S2 206-01 SHT10F2 " MAP 11316 -CARLSBAD TCT 84-18 (CONOM) MAP 10872-CARLSBAO TCT 81-44(CONDM) MAP r747 -PALISADES . - \ STATEMENT OF INFORMATION C CONFIDENTIAL INFORMATION FOR YOUR PROTECTION ESCfow No.: 00151326-991-IE1•BS2 Title No .. Complalion of this statement expedites your applicatjon for lille insurance. as if assists in establishing identity, eliminating matters affecting persons with similar names and avoiding the use of fraud.Jlant or forged documents. Complete aM blanks (please print) or indicate "none" or ·NIA". If more space is needed for any ltem(s). use the rovarsa slde of the form. Each party (and spouse/domestic partnar. if appticebla) lo the transaction should per.ronally sign this form. NAME AND PERSONAL INFORMATION ------·------Date of Birth. ________ _ First Name M>ddle/Maidan Name (f nor,e, lndocate) Last Name Home Phone: ___________ Business Phone: Birthplace: ·---··--- Cell Phone: __________ _ Fax: Email: Social Secunfy No .. ___________________ _ Driver's License No.: List any other name you have used or been known by:-------------------------------- Slate of residence: __________________ _ I have lived oontinuously in Iha U.S.A. since IF YES, COMPLETE THE FDLLOWING INFORMATION: Are you currenUy married? ___ _ Date and place of marriage: Spouse:_~~----==~~~-~--~~-~~-------F,rst Name Mi<ldja/Malden Name (W none, 1ndic&le) l..ast Name Date of Birth: Home Phone: ____________ Business Phone: Birthplace: Cell Phone: Fax: Email: ------·---· Soci8I Secunty No .. _________________ _ Dnver·s License No. Lisi any Oth8f name you have used or been known by: St8teofresidence: ________________ _ I have hved confouously in the U.SA since Are you currently a rag1ste,ed domestic partner? IF YES, COMPLETE THE FOUOWING INFORMATION: Domestic Partner. ------· Data of Birth: _______ _ F"5t N!ll'l1e M>ddle/Maiden t«ime (ff none, ,nOicale) Business Phone: Home Phone: ___________ _ Call Phone: __________ _ ,,. Birthplace: __ _ Email. Drtvar's License No.: Social Security No .. ___________________ _ ·--··------ List any othar name you have used or been known by: ---·------···---. State of residence: __________________ I have lived continuously in lhe U.S.A. sir,oe CHILDREN Child Name: Date of Birth: Ch;ld Name: Data ol Birtt,: --- Child Name: ---··---Dale of Birth: _____ Child Name: --· ·---. ___ _ Data of Birth: (if moro space is raqufred, use reverse side of form) RESIDENCES (LAST 10 YEARS) ------·------·--- Number & Strool City From (date) to ld~t<t) ------------------Number & Sln>at Frcm (<lat<t) to (date) (if more space is required. u,,a reverse side olfomt) OCCUPATIONS/BUSINESSES (LAST 1 D YEARS) ---· ---.. ---·--- Firm o, Bus,ness Nama From (dale) to (dale) ------··--·--· ---.. --------·------ Firm or Business Nsma Statement of Information MISCOOD8 (OSI Rev. 03126/20) Address \if more S?l>C8 is required. use ravers., side of form) Page 2 From (dale) to (data) Last Saved: 611/2023 8:41 PM by 457 Order No.: 00151326-991-IE1-BS2 SPOUSE'S/DOMESTIC PARTNER'S OCCUPATIONS/BUSINESSES (LAST 10 YEARS) ___ , __ _ Firm or Busin8SS Name Fmm (<!ale) to (date) -------___ , __ ,, ___ ·--- Firm or Business Name --From (date) to (date) (if moro space is required, llSe reverse side of form) PRIOR MARRIAGE(S) My prior maniages fur llrthar spouse? IF YES, COMPLETE THE FOLLOWING INFORMATION: Prior spouse's (Party A} name: ________________ Prior Spouse of Party A: Maniage ended by: □ Death □ Divorce Data of Daalh/Divorce: Prior spouse's (Party B) name: Prior Spouse of Party B. Marnege em.led by: □ Death D Divorce Date of Death/Divorce: (if more space Is required, use reverse side offurm) PRIOR DOMESTIC PARTNERSHIP(S) Any pno, domestic partnerships for erther peraon? ____ IF YES, COMPLETE THE FOLLOWING INFORMATION: Prior partner's name: ____________________ ,Prior Partner: Partnership erv;led by:□ Oealh D Oisso1ution □ Nullification □ TerminaUon Data of Oealh/Oissolution/etc.: _______ _ Prior partne(s name: ___________________ ,Prior Partner: ________________ _ Partn&rShip anded by:□ Death □ Dissolution □ Nullification □ Termination Dalo of Death/Dissolu!ion/atc.: (~ more space is required, use reverse side of form) INFORMATION ABOUT THE PROPERTY Buyer intends to reside on the property In this transaction: OWNER TO COMPLETE THE FOLLOWING ITEMS Street Address of Property in this transaction: ------------------------------------ The land is □ unimproved; or improved with a struclure of the following type:□ A Single or 1-4 Fam,ly □ Condo ~rt D Olfl.ar Improvements, remodeling or repairs to this property have bean made within lhe past six (6) months: D Yes □ No If yes, have all costs for labor and rm,tarials arising in connection 1herawIth been paid in full? □Yes □No My current lo.ins on property? ____ _ IF YES, COMPLETE THE FOLLOWING INFORMATION: Lender: -------------~Lo.in Amount: ___________ Loan Acco~n.t r:,l_g_,_ ______________ Loan Amount: loan t>,,:coonl No. The undersigned declare, under penalty of perjury, that the foregoing is true and correct. IN WITNESS WHEREOF, Iha undersigned have a~ecuted !his document on the oilte(s) sat forth below. Signature Print Name Slgn~tute Pnnt N8"'e Statement of Information M1SC0008 (DS1 Rev. 03/26120) (NOTE: IF APPLICABLE, BOTH SPOUSESJDOMESTIC PARTNERS MUST SIGN.) THANK YOU, Page3 Last Saved: 611/2023 8:41 PM by 457 Order No.· 00151326-99HE1-SS2 ALT A lnfonnatlon Collection Form Page 1 of4 Under 31 U.S.C. § 5326(a), the Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued a Geographic Targeting Order to title insurance companies requiring the collection of beneficial ownership information for certain real estate transactions. Please complete the below questionnaire. This Company will rely on the answers provided to meet its reporting obligations. Who Is completing this fonn? Name Position/Title Company/I.aw Firm Postal Address (Headquarters City State Iv, Phone Email Fa< Transactional lnfonnation Property Address /lfMu/fipl<J properties see NOTE below): City \ State l ZJ' l County Dale of Settlement I Total purchase price /rf mullJpla properties see NOTE below) Type of Transaction: □ Residential (1-4 family) □ Commercial I Bank Financing: □Yes □No Purctiase type: □ Natural Person □ Corporation □LLC □ Partnership □ Other NOTE: If more than one property is purchased. list each address and purchase price as an addendum. Purchase Funds Information Total Amount paid by below Instruments: $ Which type of Monetary Instruments were used (Use check boxes below) □ U.S. Currency {Paper money & coin) □ Foreign Currency □ Cashier's check(s) □ Certified checi<{s) □ Wire or other funds transfer(s) AL TA Information CoUectk>!l Form (12/20/18) UFRM0004(0SI Rev.112119) Cmmtry: □ Money order(s) □ Personal or Business check(s} □ Virtual Currency Last Saved: 6128/2017 2:56 AM by457 Order No .. 00151326"991-!E1-BS2 ALTA lnfonnation Collection Form Page 2 of 4 Individual Primarily Representing Purchaser (Define 11s the individU6I authorized by the entity to enter into legally binding contmcts). Attach Legible copy of government issued identification (i.e., passport, driver's license, etc.} Type of ID \ Issuing State or Country I Gov'! ID Number Last Name I First Name Date of Birtti I Occupation I Individual Taxpayer ID# {If none wme NIA) Address I City r State Purchasing Entity Name & Address Name of Purchaser M.1. % of ownership Zip Taxpayer ID Number or EIN (If none wnte NIA) Doing Business Name (OBA) {/fnone write NIA) Address I City I State I Zip Complete the Information below If the real estate purchase is being made by a corporation, LLC, partnership, other legal entity. (Do not report trusts.) For Corporiltions, LLCs, Partnerships and Other Entitles provide the information for. • Each BENEFICIAL OWNER defined as an individual who, directly or indirectly, owns 25% or more of the equity interests of the Purchaser. • If a legal entity or a series of legal entities own the equity interests of the Purchaser, provide information for each BENEFICIAL OWNER, of each legal entity in the series of legal entities. (Note: It Is NOT necessary to complete the address fields If the Information Is on a legible copy of the government issued ID submitted to the title company.) AL TA Information Coltection form (12/20118) UFRM0004 (OSI Rev. 112119) Last Saved: 6128/2017 2:56 AM by457 Order No.: 00151326-991-IE1--BS2 • r ' ALT A lnfonnatlon Collection Form Page 3 of 4 Attach Legible copy of government issued identification (i.e., passport, driver's license, etc.) Type of ID I Issuing State or Country I Gov't ID Number Last Name ! First Name Date of Birth ) Occupation ) Individual Taxpayer 1D # (1/notie wtil.e NIA) Address I c;fy I State Attach Legible copy of government issued identification (i.e., passport, drivat's llcel'!Se, etc.) Type of ID I Issuing State or Country I Gov'! ID Number Last Name \ First Name Date of Birth I Occupation I Individual Taxpayer ID# (il'nMe wme NIA) Address I City I State Attach Legible copy of government issued identification (i.e., passport, driver's license, etc.) Type of ID [ Issuing State or Country ! Govl ID Number Last Name I First Name Dale of Birth j Occupation I Individual Taxpayer ID# (if none wrile NIA) Address I c;cy I State Attach Legible copy of government issued identification {I.e., passport, driver's license, etc.) Type of ID I Issuing State or Country I Gov't ID Number Last Name I First Name Date of Birth I Occupation I Individual Taxpayer ID #(lfnat1ewrit6NIA) Address I c;., l State Attach Legible copy of government issued identification {i.e., passport, driver's license. etc:.) MJ. % of ownership Zip M.I. % of ownership Zip M.I. % of ownership Zip M.I. % of ownership Zip ALTA Information Collection Form {12)20118) UFRM0004 (OSI Rev. 112119) last Saved: 6128/2017 2:56 AM by 457 Order No .. 00151326-991-IE1-BS2 r ' ALT A Information Collection Form Page 4 of 4 Type of ID Issuing State or Counll'y ; Gov't ID Number Last Name First Name M,L Date of Birth I Occupation I Individual Taxpayer ID# {lfnom,-NIA) % of ownership Address City I State Zip I declare that to the best of my knowledge, the information I have furnished is true. correct and complete. I understand that this Tille Company will rely on tt,is information for the purposes of completng any reports made pursuant to an obligation under 31 u.s.c. § 5326(8), I Sig~rum Type o, Prtat Nam,, AL TA lnfuflllalion Calledion Form ( 12/20/18) UFRM0004 (OSI Rev. 112/19) Last Savect 6J28J2017 2:56 AM by 457 Omer No.: 00151326-991-IE1--BS2 ASSIGNMENT OF INTEREST IN 3900 GS HOLDINGS, LLC I, MA TIHEW STEPHEN POULTER, a member in 3900 GS HOLDINGS, LLC, a limited liability company (the "Company"} fanned in the State of New York on May ..2JJ._, 2019, hereby assign the following percentage of my membership interest in the Company to the following person. Assignee Perttntllge of the Interest Percentage of the Company Assigned Auigned Carmen Alisa Berrio-Poulter, 100% Trustee of the Cannen Alisa Berrio-Poulter Revocable Trust 100% IN WITNESS WHEREOF I have executed Ibis Assignment. Dale: ~ ~"I-2019 STATE OF NEW YORK COUNTY OF NEW YORK ~ Matthew Stephen Poulter ) ) :ss ) On ~'r Z,1 2019, before me, the undersigned. a Notary Public in and for said state, pmonally appeared Matthew Stephen Poulter, Assignor, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that Matthew Stephen Poulter executed the same in his capacity, and that by his signature on the instrument, the individual, or the person on behalf of whom the individual acted. executed the instrument WITNESS my hand and notarial seal. Doted:•+?/ 2019 (SEAL) LARA M.SASS. NOTAlYftJMl$."""mi-ires: 'fo\Y 'Z7 z,-119 JleptntiolNo.O?SMJmll VL • UL? QN!lfied ii N~~--f1>11R11· Com--.&pirctJulr 11, lu:JS OPERATING AGREEMENT OF 3900 GS HOLDINGS LLC A New York Limited Liability Company 32 OPERATING AGREEMENT OF 3900 GS HOLDINGS LLC A New York Limited Liability Company THIS OPERA TING AGREEMENT (this "Agreement") is made and entered into effective for all purposes and in all respects as A-\lS l..l\t '2.. 1 , 2019 by and between Matthew Stephen Poulter, Trustee of the Matthew Stephen Poulter Revocable Trust (whose name is subscribed hereto as the "Member"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings set forth in the article entitled "Formation of Company." WHEREAS, the Articles of Organization of the Company were filed with the New York State Department of State on May 10 , 2019; and WHEREAS, the parties hereto desire to enter into an operating agreement for the Company on the terms and conditions herein set forth in accordance with the New York Limited Liability Company Law. NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties agree as follows. ARTICLE I Formation of Company A Formation of the Company. The Company was formed as a limited liability company under the Act by the filing of the Articles of Organization with New York State Department of Stale on May 'lo , 2019. The Company shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for the operation of the Company as a limited liability company under this Agreement and the Act and under all other laws of the State ofNew York and such other jurisdictions in which the Members detennine that the Company may conduct business. B. Name. The name of the Company is "3900 GS Holdings LLC," as such name may be modified from time to time by the Members in the exercise of sole discretion. C. Bu5iness of the Company. The business of the Company shall be the conduct of any business or activity that may be conducted by a limited liability company organized pursuant to the Act, including without limitation to invest in securities of every kind (including, without limitation, stocks, options, warrants, promissory notes secured by deeds of trust, bonds, and limited partnership interests). physical commodities and commodity futures, and ownership interests and indebtedness of every kind; to engage in other investment activities including, without limitation, investing in mutual funds, real estate and other investments that offer the opportunity for an appropriate return; to make direct investments or form partnerships. corporations or other entities for the purpose of making investments; and to engage in any and all activities related or incidental to the foregoing and to do all things necessary or convenient for accomplishment thereof. D. Powers of the Company. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law. which shall include but not be limited to, the following powers. L to sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name; 2. to purchase, take. receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, where situated; 3, to sell, convey, assign, encumber, mortgage, pledge, lease, exchange, transfers, and otherwise dispose of all or any part of its property and assets; 4. to lend money to and otherwise assist its Members and employees; 5. to purchase, take, receive, subscribe for or otherwise acquire, own. hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use, and deal in and with, shares or other interests in, or obligations of. other limited liability companies, domestic or foreign corporations, associations, general or limited partnerships or individuals. or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality, or of any instrumentality of any of them; 6. to make contracts and guarantees and incur liabilities, borrow money (at such rates of interest as the Company may detennine), issue its notes. bonds and other obligations, 2 and secure any of its obligations, by mortgage or pledge or all or any part of its property, franchises and income; 7, to lend money for its proper purposes, invest and reinvest its funds, and take and hold real property and personal property for the payment of funds so loaned or invested; 8. to conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country; 9. to appoint agents of the Company and define their duties and fix their compensation~ l 0. to make and alter operating agreements, not inconsistent with its Articles of Organization or with the laws of the State of New York, for the administration and regulation of the affairs of the Company; 11. to indemnify a member or former member of the Company as provided in the Act; 12. upon dissolution as provided in this agreement, to cease its activities and surrender its Articles of Organization; 13. to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Company is organized; and 14. to become a member of a general partnership, limited partnership, joint venture or similar association, or any other limited liability company. E. Location of Principal Place of Business. The location of the principal place of business of the Company shall be 20 Gutzon Borglum Road, Stamford, Connecticut 06903. Upon compliance with the applicable legal requirements, the Members may change the principal place of business to such other location or locations within or without Connecticut as the Members may detennine to be reasonably convenient for the Members. In addition, the Company may maintain such other offices as the Members may deem advisable at any other place or places within or without Connecticut. F. Registered Agent. The registered agent for the Company shall be Matthew Stephen Poulter or such other registered agent as the Members may designate from time to time. 3 The location of the registered office of the Company is 20 Gutzon Borglum Road, Stamford, Connecticut 06903, or upon compliance with the applicable legal requirements such other registered office as the Members may designate from time to time. G. Term. The term of the Company shall commence on the date hereof and shall be perpetual, unless the Company is earlier dissolved and terminated in accordance with the provisions of this Agreement. ARTICLE II Definitions "Act'' means the New York Limited Liability Company Law, as in effect on the date hereof and as it may be amended hereafter from time to time. "Additional Member" means any Member admitted to the Company as an additional Member pursuant to the article entitled "Powers, Rights and Duties of Members." "Agreement" means this Operating Agreement, as amended, modified or supplemented from time to time. "Articles" or "Articles of Organization" means the Articles of Organization of the Company, as amended, modified or supplemented from time to time. "Assigning Member" has the meaning set forth in the article entitled "Transfers oflnterests by Members." "Capital Account" means. with respect to each Member, the account established and maintained for the Member on the books of the Company in compliance with Treasury Regulation §§l.704-l(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence, each Member's Capital Account shall initially equal the amount of cash and the Contribution Value of any other property initially contributed by such Member to the Company. Throughout the term of the Company each Member's Capital Account will be (i) increased by the amount of (A) income and gains allocated to such Member pursuant to the article entitled "Allocation of Income and Losses," and (B) the amount ofany cash or the Contribution Value of any property subsequently contributed by such Member to the Company, (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to Code §752) and (ii) decreased by the amount 4 of(A) losses and deductions allocated to such Member pursuant to the article entitled "Allocation oflncome and Losses,'' and (B) the amount of distributions in cash and the value (as determined by the Members) of property (net of liabilities secured by the property that such Member is considered to assume or take subject to Code §752) distributed to such Member. "Capital Contribution" means the amount of cash or the Contribution Value of property contributed or deemed to be contributed to the Company by a Member pursuant to the article entitled "Capital Contributions," "Centralized Partnership Audit Regime" means subchapter C of chapter 63 of Subtitle F of the Code as such subchapter is in effect for partnership taxable years beginning after December 31, 2017, including the Regulations thereunder, and all related and conforming amendments made to the Code and Regulations pursuant to and implementing Section 1101 of Pub ,L. No. 114-74 (commonly referred to as the Bipartisan Budget Act of 2015). "Code" means the rnternal Revenue Code of 1986. as amended from time to time (or any succeeding law). "Company" means the limited liability company formed by the filing of the Articles of Organization and governed by this Agreement under the name "3900 GS Holdings LLC." "Contribution Value" means the fair market value as reasonably determined by the Members of property (other than cash) contributed by a Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to Code Sec. 752). "Fiscal Year" means the calendar year; provided. however. that the first Fiscal Year of the Company shall begin on the date the Articles of Organization are filed with the Secretary of State and end on December 31 of that same year and the last Fiscal Year of the Company shall end on the date on which the Company is terminated. "Indemnified Party" has the meaning set forth in the article entitled "Company Management." "Interest", when used in reference to an interest in the Company. means the entire ownership interest of a Member in the Company at any particular time. 5 "Managing Member" has the meaning set forth m the article entitled 11 Company Management." "Member" means each Person named as a member on Annex A hereto and each Person admitted as a Substituted Member or an Additional Member pursuant to the terms of this Agreement, and, with respect to those provisions of this Agreement concerning a Member's rights to receive a share of profits or other distributions or the return of a Member's contribution, any Transferee of a Member's Interest in the Company (except that a Transferee who is not admitted as a Member shall have only those rights specified by the Act and which are consistent with the terms of this Agreement). "Liquidator" has the meaning set forth in the section entitled Dissolution of Company; Liquidation and Distribution of Assets." ''Net income" and "Net Loss", respectively, mean the income or loss of the Company as determined in accordance with the method of accounting followed by the Company for Federal income tax purposes, including, for all purposes, any income exempt from tax and any expenditures of the Company which are described in Code Sec. 705(a)(2)(8); provided, however, that if any property is carried on the books of the Company at a value that differs from that property's adjusted basis for tax purposes, gain, loss, depreciation and amortization with respect to such property shall be computed with reference to the book basis of such property, consistently with the requirement of Treasury Regulation§ I. 704-1 (b)(2)(iv)(g); and provided, further, that any item allocated under the section entitled "Allocation of Jncome and Losses" hereof shall be excluded from the computation of Net Income and Net Loss. "Partnership Representative" has the meaning set forth in the article entitled "Company Management." "Percentage Interests" means with respect to each Member the percentage set forth opposite such Member's name in Annex A, as adjusted pursuant to the article entitled "Allocation of Income and Losses." "Person" means any individual, partnership, limited liability company, corporation, trust or other entity. 6 "Substituted Member" means any Person admitted to the Company as a substituted Member pursuant to the article entitled "Transfers of Interests by Members." "Transfer," "Transferee" and "Transferor" have the respective meanings set forth in the article entitled "Transfers of Interests by Members." "Reg." means regulations promulgated under the Code by the Department of the Treasury of the United States of America. ARTICLE Ill Capital Contributions A. Capital Contributions. On the date hereof, each Person listed on Annex A hereto shall contribute to the capital of the Company the assets set forth opposite such Person's name in Annex A hereto under the column headed Initial Capital Contribution. Thereupon, such Persons shall be admitted as Members in the Company. The Members admitted to the Company as of the date hereof hereby agree that the amount set forth under the column headed "Initial Capital Account Balance" opposite each Member's name in Annex A hereto accurately reflects the fair market value of the assets contributed to the Company by such Member. B. Additional Capital Contributions. Any Member may make additional Capital Contributions at any time upon the unanimous consent of all Members. Following any such additional Capital Contribution, the Percentage Interest of each Member shall be adjusted in the manner provided in the article entitled "Allocation of Income and Losses." C. Interest on Capital Contributions. No Member shall be entitled to interest on or with respect to any Capital Contribution. Notwithstanding the foregoing, a Member may make loans to the Company on such tenns (including rate of interest) as shall be detennined by the Members. D. Withdrawal and Return of Capital Contributions. No Member shall be entitled to withdraw any part of that Member's Capital Contribution or to receive any distributions from the Company without the unanimous consent of all Members. except as expressly provided in this Agreement. 7 ARTICLE JV Allocation of Income and Losses A. Allocation of Net Income and Net Loss. Subject to the paragraphs entitled "Regulatory Provisions" and "Allocations for Income Tax Purposes," the Company's Net Income and Net Loss for each Fiscal Year shall be allocated to the Members in proportion to their Percentage Interests, B. Regulatory Provisions. I. The Managing Member (or if none, the Members) shall modify the allocations provided for in the paragraph entitled "Allocation ofNet Income and Net Loss" as they deem appropriate to comply with Reg. §§ 1.704-l(b) and 1.704-2. Without limiting the generality of the foregoing, the Managing Member (or if none, the Members) shall, prior to making any allocations required by the paragraph entitled "Allocation ofNet Income and Net Loss," make any allocations required by the "minimum gain chargeback" provision of Reg. §I. 704-2(f). the "chargeback of partner nonrecourse debt minimum gainu provision of Reg. § I .704-2(i)(4) and the ''qualified income offset" provision of Reg. § I. 704-1 (b)(2)(ii)(d); in addition, Company losses, deductions or expenditures described in Code Sec. 705(a)(2)(B) attributable to a particular partner nonrecourse liability shall be allocated to the Member that bears the economic risk of loss for the liability in accordance with Reg. § I .704-2(i). 2. The Managing Member (or if none, the Members) shall limit allocations of Net Losses to any Member if such allocation would cause such Members' Capital Account balance. as increased for any deficit balance in the Capital Account which the Member is required to restore or is deemed required to restore as a result of its share of the Company's minimum gain (within the meaning of Reg. §§1.704(2)(g)(l) and (3)) and its share of partner nonrecourse debt minimum gain (within the meaning of Reg. §l.704(2)(i)(5)) and as decreased by the adjustments referred to in Reg. §§ 1.704-1 (b)(2)(ii)(d)(4), (5) and (6), to be negative while any other Member's Capital Account balance {as so adjusted) is positive. The Managing Member (or if none, the Members) may also make allocations reasonably designed to offset allocations provided for in this section to the extent such allocations shall not be offset by other allocations provided for in this section. The Managing Member (or if none, the Members) may alter the Company's allocations 8 of items entering into the computation of Net Income and Net Losses in the year in which the Company is liquidated to avoid any Member recognizing gain or loss pursuant to Code Sec. 73 l on the liquidation of the Company. 3, Solely for purposes of adjusting Capital Accounts (and not for tax purposes), if any property is distributed in kind, the difference between the fair market value of the property and its book value at the time of distribution shall be treated as gain or loss recognized by the Company and allocated pursuant to the paragraph entitled "Allocation of Net Income and Net Loss." 4. Except to the extent otherwise required by the Code and Treasury Regulations, ifan Interest or part thereof is transferred in any Fiscal Year, the items of income, gain, loss, deduction and credit allocable to the Interest for such Fiscal Year shall be apportioned between the transferor and the transferee in proportion to the number of days in such Fiscal Year the Interest is held by each of them, except that, if they agree between themselves and so notify the Company within 30 days after the transfer, then at their option and expense. (i) all items or (ii) extraordinary items, including capital gains and losses, may be allocated to the Person who held the Interest on the date such items were realized or incurred by the Company. C. Allocations for Income Tax Purposes. The income, gains, losses, deductions and credits of the Company fur Federal, state and local income tax purposes shall be allocated in the same manner as the corresponding items entering into the computation of Net Income and Net Losses were allocated pursuant to the paragraphs entitled "Allocation of Net Income and Net Loss" and "Regulatory Provisions," provided that solely for Federal, state and local income and franchise tax puriX)ses and not for book or Capital Account purposes, income, gain, loss and deduction with respect to property properly carried on the Company's books at a value other than its tax basis shall be allocated in accordance with the requirements of Code Sec. 704(c) and Reg. §1.704-3. D. Withholding. The Company shall comply with withholding requirements under Federal, state and local law and shall remit amounts withheld to and file required forms with the applicable jurisdictions. To the extent the Company is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Member, the amount withheld shall be treated as a distribution in the amount of the withholding to that Member. In the 9 event of any claimed over-withholding, Members shall be limited to an action against the applicable jurisdiction. If the amount withheld was not withheld from actual distributions, the Company may, at its option, (i) require the Member to reimburse the Company for such withholding or (ii) reduce any subsequent distributions by the amount of such withholding. Each Member agrees to furnish the Company with any representations and forms as shall reasonably be requested by the Company to assist it in detennining the extent of and in fulfilling its withholding obligations. E. Revaluation of Property. I. The assets of the Company shall be revalued on the books of the Company to equal their fair market values in accordance with Reg. §l.704-l(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Company by any existing or new Member in exchange for more than a de rninirnis Capital Contribution to the capital of the Company pursuant to the articles entitled "Capital Contributions" and "Powers, Rights and Duties of Members;" (8) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to the article entitled "Distributions and Withdrawals" before taking into account such withdrawal; (C) the termination of the Company for Federal income tax purposes, including a dissolution of the Company or a termination pursuant to Code Sec. §708(b)(l )(B); and (D) the occurrence of any other event upon which the Members believe such revaluation is appropriate. Upon revaluation of the Company's assets pursuant to this section, (i) the fair market value of the assets shall be determined by the unanimous agreement of all Members and (ii) each Member's Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Members in accordance with the paragraph entitled ''Allocation of Net Income and Net Loss." 2. Immediately following the occurrence of any event which has caused the revaluation of the assets of the Company pursuant to the paragraph entitled "Revaluation of Property/ each Member's Percentage Interest shall be adjusted to equal the percentage detennined by dividing the balance in each Member's Capital Account immediately after such revaluation by the aggregate balance of all Members' Capital Accounts immediately after such revaluation. 10 3. For purposes of the paragraph entitled "Allocation of Net Income and Net Loss," the Fiscal Year in which the assets of the Company are revalued pursuant to the first paragraph of the section entitled "Revaluation of Property" shall be treated as two separate Fiscal Years, one beginning on the first day of the Fiscal Year and ending on the day of the revaluation and the other beginning on the day immediately following the revaluation and ending on the last day of the Fiscal Year, and Net Income and Net Loss shall be allocated to the Members separately for each portion of the Fiscal Year based on operations for such portion oft he year as reflected by a closing of the Company's books. Analogous divisions of the fiscal Year into multiple Fiscal Years will be made if there be more than one revaluation of assets in any Fiscal Year. ARTICLE V Distributions and Withdrawals A. Distributions. Subject to the section entitled "Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets," distributions of cash or property of the Company shall be made at such times and in such manner as shall be approved by the Members. Any such distribution shall be made to the Members in proportion to their Percentage Interests as of the day on which such distribution is made. B, Withdrawals of Capital Account Balance. Subject to the section entitled "Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets," a Member may withdraw all or any portion of its Capital Account balance at such time or times and in such manner as shall be approved by the Members, which consent may be granted or withheld in each Member's sole discretion. Any Member withdrawing the entire balance of its Capital Account shall, upon the completion of such withdrawal, be deemed to have withdrawn from the Company pursuant to the section entitled "Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets.'' 11 ARTICLE VI Books of Account A. Books and Records. Proper and complete records and books of account shall be kept by the Members in accordance with the Act in which shall be entered fully and accurately all transactions and other matters relative to the Company's business as are usually entered into records and books of account maintained by Persons engaged in businesses of a like character, including a Capital Account for each Member. The Company books and records shall be kept on such method of accounting as the Members shall determine. The determinations of the Managing Member (or if none, the Members) with respect to the treatment of any item or its allocation for Federal, state or local tax purposes shall be binding upon all Members so long as that detennination is not inconsistent with any express term of this Agreement. The books and records shall at all times be maintained at the principal office of the Company and shall be open to the examination and inspection of the Members or their duly authorized representative for a proper purpose during reasonable business hours at the sole cost and expense of the inspecting or examining Member. The Company shall maintain at its office and make available to each Member or any designated representative of a Member a list of names and addresses of~ and Interests owned by, all Members. The Company shall maintain at its registered office those books and records required to be kept pursuant to the applicable sections of the Act. B. Tax Returns. The Company shall file a Federal income tax return and all other tax returns required to be filed by the Company for each Fiscal Year or part thereof, and shall provide, within ninety (90) days following the end of such Fiscal Year, to each Person who at any time during such Fiscal Year was a Member with a copy of the Company's Federal, state and local income tax or information returns. Notwithstanding the foregoing, the Managing Member (or if none, the Members), on behalf of the Company, may, in the exercise of absolute discretion, make or not make the election under Code Sec. 754 with respect to the basis of Company property, and the election out of tax adju~iments determined at the Company level under Code Sec. 6221(b), to the extent the Company is eligible to make such election. This explicit direction with respect to those elections shall not be deemed to foreclose the Members from making or requiring them to make any other tax election. If the Managing Member (or if none, the Members), on behalf of the 12 Company, make the election under Code Sec. 6221(b), the Managing Member (or if none, the Members) shall provide notice of such election in the manner provided in this Agreement in the section entitled "Miscellaneous" to such of the Members and any other Person as shall be required under Code Sec. 622l(b) and the Regulations thereunder, within thirty (30) days of making such election. ARTICLE VII Powers, Rights and Duties of Members A. Limitations. The Members shall have no interest in the properties or assets of the Company, or any equity therein, or in any proceeds of any sales thereof (which sales shall not be restricted in any respect), by virtue of acquiring or owning an Interest in the Company. B. Liability. Subject to the provisions of the Act, no Member shall be liable for the repayment, satisfaction or discharge of any Company liabilities in excess of the balance of the Capital Account of such Member. C. Priority. Except as set forth in the articles entitled "Allocation of Jncome and Losses" and "Distributions and Withdrawals," no Member shall have priority over any other Member as to Company allocations or distributions, D. Admission of Additional Members. Any Person may be admitted to the Company as an Additional Member at any time with the unanimous consent of the Members. Such Person shall make such Capital Contribution as all of the Members shall determine. Upon admission of an Additional Member, the Percentage Interest of each Member shall be adjusted in accordance with the section entitled "Allocation of Income and Losses." ARTICLE VIII Company Management A. Authority. The Members, acting by majority, shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any such action shall constitute the act of and serve to bind the Company. The Members may appoint one Member as the "Managing Member" 13 to act for the Company, but all actions of any Managing Member must be approved in advance by a majority of the Members unless otherwise provided in this Agreement. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Managing Member to bind the Members and the Company as set forth in this Agreement. B, Management Powers and Duties of Members. Except as otherwise specifically provided herein, the Members shall have all rights and powers in the management of the Company business to do any and all other acts and things necessary. proper, convenient or advisable to effectuate the purposes of this Agreement. Without limiting the generality of the foregoing, the Members may appoint one or more investment advisers to manage the Company assets for the Company, any of which may also be affiliated with the Members. Any such investment adviser may be given discretionary authority in the management of the Company's portfolio. C. Expenses of the Company. The Company shall pay, and the Members shall not be obligated to pay, all expenses incurred by oron behalf of the Company. The Members may, in the Members' discretion, advance funds to the Company for the payment of these expenses and shall be entitled to the reimbursement of any funds so advanced. D. Other Activities and Competition; Other Investments by the Members and Affiliates. The Members shall not be required to manage the Company as each Member's sole and exclusive function. A Member, a Member's affiliates, and any agents, officers, directors. and employees of a Member and a Member's affiliates may enter into transactions with the Company and may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to the Company, including the rendering of advice or services of any kind to other investors and the making or management of other investments. Without limiting the generality of the foregoing, a Member, a Member's affiliates, and any agent, officer, director or employee of a Member or a Member's affiliates may act as a director of any corporation, trustee of any trust, partner of any partnership or administrative officer of any business entity, and may receive compensation for service as a director, employee, advisor, consultant or manager with respect to, or participate in profits derived from. investments in or of any such corporation, trust, partnership or other business entity. The Members each authorize, consent to and approve such present and future activities by 14 such Persons, whether or not such activities may conflict with any interest of the Company or any of the Members or be competitive with the business of the Company or represent an opportunity that the Company might wish to engage in. Without limiting the generality of the foregoing, no Member shall have any obligation or responsibility to disclose or refer any such investments or other activities to the Company or any other Member. Neither the Company nor any Member shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to other ventures or activities of other Members or affiliates or to the income or proceeds derived therefrom. E. Liability. No Member, any affiliate of a Member nor any officer, agent or employee of a Member of atliliate shall be personally liable for the return of any portion of the Capital Contributions of any other Members; the return of these Capital Contributions shall be made solely from assets of the Company. No Member, any affiliate of a Member nor any officer, agent or employee of a Member or affiliate shall be required to pay to the Company or the Members any deficit in a Member's Capital Account upon dissolution or otherwise. The Members shall not have the right to demand or receive property other than cash for their interest. F. Indemnification. 1. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil criminal, administrative or investigative (hereinafter a "proceeding11), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a Member, employee or agent of the Company or is or was serving at the request of the Company as a managing member, employee or agent of any other corporation or of a partnership, joint venture, trust or other enterprise (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as the Managing Member, employee or agent of the Company or in any other capacity while serving as the Managing Member, employee or agent of the Company, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act, against all expense, liability and loss {including, without limitation, attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred by such indemnitee in connection therewith; provided, however, that except as provided in the article entitled "Company Management," with respect to 15 proceedings seeking to enforce rights to indemnification1 the Company shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereot) was authorized by Members holding more than Filly Percent (50%) of the Capital Account balances in the Company at the time. 2. The Company shall pay or reimburse the reasonable expenses incurred in defending any such action or proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, (i) in the case of a Member, that Member furnishes the Company with a written affirmation of a good faith belief that the standard of conduct described in the Act has been met, (ii) the indemnitee furnishes the Company a written general unlimited undertaking (hereinafter an "undertaking"), executed personally or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this section and (iii) a determination is made by Members holding more than Fifty Percent (50%) of the Capital Account balances at the time that the facts then known to such Members would not preclude indemnification under this section. 3. lfa claim under the article entitled "Company Management" is not paid in full by the Company within thirty (30) days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right ofan advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Act. Neither the failure of the Company 16 (including its Managing Member, independent legal counsel or Members) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard or conduct set forth in the Act, nor an actual determination by the Company (including its Managing Member, independent legal counsel or Members) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this section shall be on the Company. G. Resignation of Managing Member. Any Managing Member may resign at any time. The resignation must be made in writing and will take effect at the time specified in the written resignation. If no time is specified. the resignation will be effective at the time the resignation is received by all other Members. Accepting a resignation is not necessary to make it effective unless the resignation expressly provides that it is necessary. H. Removal of Managing Member. The Managing Member may be removed with the consent of the Members holding more than Fifty Percent (50%) of the Capital Account balances in the Company at the time. If the Members remove the Managing Member, Members holding more than Fifty Percent (50%) of the Capital Account balances in the Company at the time may appoint a successor managing member who shall have all of the authority, rights and powers of the Managing Member under this Agreement. Any such successor managing member shall execute documentation satisfactory to all of the Members that such successor managing member is subject to all of the duttes and obligations of the Managing Member hereunder. I. Partnership Representative. I. For purposes of Section 6223 of the Code, the "Partnership Representative" shall be Matthew Stephen Poulter, Trustee of the Matthew Stephen Poulter Revocable Trust. If Matthew Stephen Pouk.er, Trustee of the Matthew Stephen Poulter Revocable Trust or any successor Partnership Representative shall cease to serve as the Partnership Representative for any 17 reason, or if the Members, in the exercise of absolute discretion, revoke such designation as Partnership Representative by delivery of a written revocation to the individual or entity whose designation is revoked. or if the Partnership Representative is no longer eligible to serve, then the Partnership Representative shall be such Person selected by the Members, in the exercise of absolute discretion, to act as the Partnership Representative. The Partnership Representative may be any Person (including, but not limited to, a Member) that meets the requirements for a Partnership Representative under Code Sec. 6223 and the Regulations thereunder, including, without limitation, the requirement that the Partnership Representative have "a substantial presence in the United States" as such phrase is defined therein. The Partnership Representative shall accept the appointment in writing and shall provide a written confirmation to the Company that it meets the requirements to act as a Partnership Representative under Code Sec. 6223 and the Regulations thereunder. 2. The Company shall designate the Person named or otherwise selected to act as Partnership Representative under this Agreement as the Partnership Representative on each Federal income tax return filed on behalf of the Company for each Fiscal Year, unless the Company is eligible to make, and the Managing Member (or if none, the Members) acting on behalf of the Company have made, the election under Section 622l(b) of the Code on the Federal income tax return for that Fiscal Year or the Company is not being taxed as a partnership for that Fiscal Year. 3. The Partnership Representative shall keep the Members fully informed of any inquiry, examination, or proceeding under the Centralized Partnership Audit Regime. Any action by the Partnership Representative in connection with any such inquiry, examination. or proceeding shall be binding on the Company and the Members, and the Members have no right to contact the Internal Revenue Service or participate in an audit or other proceeding in connection with an audit of the Company. 4. Notwithstanding the foregoing, the Partnership Representative, by accepting the appointment as Partnership Representative, shall agree to consult with the Managing Member (or if none, the Members) prior to making any election. settling any tax matter of the Company, or taking any actions to settle or litigate any adjustments sets forth in the notice of final 18 partnership adjustment. to the extent it is reasonably possible to do so, and to act in accordance with any direction of the Managing Member (or ifnone, the Members) with respect to such matters. 5. The Partnership Representative may resign by giving written notice to the Managing Member (or if none, the Members), such resignation to become effective upon the later of(a) delivery of such written notice of resignation, and (b) such date as permitted in accordance with the Centralized Partnership Audit Regime. Pending the effective date of the resignation, the resigning Partnership Representative shall follow the directions of the Managing Member (or if none, the Members) in connection with the appointment ofa successor Partnership Representative. and the filing of any statements, forms or other documents required by the Centralized Partnership Audit Regime. 6. Any Partnership Representative whose designation has been revoked shall follow the directions of the Managing Member (or if none, the Members) in connection with the appointment of a successor Partnership Representative and the filing of such statements, forms and other document with the Internal Revenue Service as required by the Centralized Partnership Audit Regime pending the effective appointment of a successor Partnership Representative pursuant to the Centralized Partnership Audit Regime. 7. The Partnership Representative shall act in good faith to carry out the duties, authority and responsibilities set furth in this Agreement and the Centralized Partnership Audit Regime. The Partnership Representative may reasonably rely on the advice of professionals, including, but not limited to, attorneys, accountants and other advisors, and shall not be liable to the Company or any Member for any damages, losses or costs arising from such reasonable reliance. 8. Each Member agrees to provide the Company with all information regarding the Member's tax returns and tax liabilities as requested from time to time. including but not limited to proof of payment of tax, amendment of tax returns, the Member's address. taxpayer identification number and current contact information. the Member's tax classification, the Member's status as a tax-exempt entity, the Member's status as an "eligible Partner" for purposes of the election under Code §6221(b), and with respect to any Member that is an S- corporation, the name. taxpayer identification number, and tax classification of each shareholder 19 of the s.corporation who was a shareholder at any time during the tax year of the S-corporation ending with or within the tax year of the Company. Each Member agrees to provide all such requested information within thirty (30) days of each such request. In addition, each Member shall notify the Company of any inconsistent treatment of any partnership item on the Member's return and of any settlement with the Internal Revenue Service regarding any partnership item within thirty (30) days of filing any such return or of entering into any such settlement. The Member's duties hereunder shall continue notwithstanding the transfer, assignment, sale, withdrawal, or other disposition of the Member's interest in the Company. 9. The Company shall pay or reimburse any and all reasonable expenses (including, but not limited to, professional and advisor fees) incurred by the Partnership Representative acting on behalf of the Company in connection with its duties under the Centralized Partnership Audit Regime. ARTICLE IX Transfers of Interests by Members A. Transfer and Assignment of Members' Interests; Substituted Members. I. A Member may Transfer all or a portion of that Member's Interest in the Company (including any beneficial interest therein), provided the following conditions are met: a. the Transferee executes documents reasonably satisfactory to the Members pursuant to which the Transferee agrees to be bound by this Agreement and any amendments hereto; b. the Transferee assumes, if so requested by the Company or by its Members, the obligations, if any, of the Transferor to the Company; c. all certificates or other instruments shall have been recorded or filed in the proper records of each jurisdiction in which such recordation or filing is necessary to qualify the Company to conduct business or to preserve the limited liability of the Members under the laws of the jurisdiction in which the Company is doing business; and d. the Transferee represents, and, at the request of the Members, furnishes to the Company an opinion of counsel satisfactory to the Members, in form and substance 20 satisfactory to the Members, as to such matters as the Members may reasonably request including, without limitation, that such Transfer (A) was made in accordance with and would not violate the Securities Act of 1933, as amended, or any other applicable Federal. state or local law; (8) would not require the Company to register as an investment company under the lnvestment Company Act of 1940, as amended; (C) would not jeopardize the status of the Company as a partnership or proprietorship for Federal income tax purposes or cause a termination of the Company pursuant to the then applicable provisions of the Act; (D) would not cause a termination of the Company under Code Sec. 708(b)(l )(8); and (E) would not cause the Company to be treated as a "publicly traded partnership" within the meaning of Code Sec. 7704. 2. Any Transfer by a Member shall be subject to a right of first refusal as provided herein. The Transferor shall give the all other Members written notice of the proposed Transfer which shall state the name of the proposed Transferee, the portion of the Transferor's Interest proposed to be transferred, the proposed purchase price or, if none, the fair market value, as detennined by all of the Members (without regard to this right of first refusal), of the Interest to be transferred, and any other material terms of such proposed Transfer. The Company shall, for a period of thirty (30) days after such notice is given, have the right to purchase such Interest at the proposed purchase price (or, if there is no proposed purchase price. at a price equal to the fair market value of the Interest proposed to be transferred (without regard to this right of first refusal)) and on the proposed terms or to assign such right or any portion thereof to such other Person or Persons as the Members shall determine. 3. The Transferee of a Member's Interest in the Company may be admitted to the Company as a Substituted Member only upon the receipt of the prior written consent of all Members, which consent may be given or withheld in the sole discretion of each Member. Unless a Transferee ofa Member's Interest in the Company is admitted as a Substituted Member under this section, the Transferee shall have none of the powers of a Member hereunder and shall only have such rights of an assignee under the Act as are consistent with the other tenns and provisions of this Agreement. No Transferee of a Member's lnterest shall become a Substituted Member unless such Transfer shall be made in compliance with this paragraph and the preceding two paragraphs. 21 4. Unless a Transferee of a Member's Interest becomes a Substituted Member, such Transferee shall have no right to obtain or require any information or account of Company transactions, or to inspect the Company's books, or to vote on Company matters. Such a Transfer shall merely entitle the Transferee to receive the share of distributions, income and losses to which the transferring Member otherwise would be entitled. 5. All expenses incurred by the Company in connection with any Transfer or substitution of a Member pursuant to this section shall be paid by the Transferor prior to the time of the Transfer or substitution (including, without limitation, any fees and costs of the preparation, filing and publishing of any amendment to this Agreement orto the Articles, if any, and any legal and other fees, expenses and costs of any investigation and preparation, in connection with any action, proceeding or investigation related to any Transfer or attempted Transfer by a Member of a Member's Interest or in connection with the admission into the Company of the Transferee). The Transferor also will indemnify the Company and the Members against any losses, claims. damages or liabilities to which any of them may become subject in connection therewith. The reimbursement and indemnity obligations of the Transferor under this paragraph shall be in addition to any liability which the Transferor may otherwise have, shall extend upon the same terms and conditions to the Company and the Members, shall inure to the benefit ofany successors and assigns of the Company and the Members, and shall survive any termination of this Agreement. 6. The Transfer of a Member's Interest and the admission of a Substituted Member shall not be cause for dissolution of the Company. B. Right to Treat Successor-in-Interest as Assignee. Upon the death, disability, winding-up and termination (in the case of a Member that is a partnership or a corporation), termination (in the case ofa Member that is a trust), withdrawal in contravention of the section entitled "Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets," or occurrence of an event described in the applicable sections of the Act with regard to a Member (the "Assigning Member11), the Members shall have the right to treat the successor(sHn- interest of the Assigning Member as assignees of the Interest in the Company of the Assigning Member, with only such rights of an assignee of a limited liability company interest under the Act 22 as are consistent with the other terms and provisions of this Agreement and with no other rights under this Agreement. Without limiting the generality of the foregoing, the successor(s)-in- interest of the Assigning Member shall have only the rights to the allocations provided in the article entitled "Allocation of Income and Losses" and the distributions provided in the article entitled "Distributions and Withdrawals." For purposes of this section, if the Assigning Member's Interest in the Company is held by more than one person (for purposes of this subsection, the "Assignees"), the Assignees by majority vote shall appoint one person with full authority to accept notices and distributions with respect to such Interest in the Company on behalf of the Assignees and to bind them with respect lo all matters in connection with the Company or this Agreement. C. Transferees Bound by Agreement. Any successor or Transferee of a Member hereunder shall be subject to and bound by all the provisions of this Agreement as if originally a party to this Agreement. D, Effect of Transfer. Upon the Transfer or the entire Interest in the Company of a Member and effective upon the admission of such Member's Transferee(s) pursuant to the article entitled "Transfers of Interests by Members," the transferring Member shall be deemed to have withdrawn from the Company as a Member. ARTICLEX Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets A. Withdrawal of Members. Except pursuant to the artlCle entitled "Transfers of 1nterests by Members," no Member may withdraw from the Company without the unanimous consent of the Members, which conser\t may be granted or withheld in their sole discretion. If a Member withdraws from the Company. such action shall be considered a breach of this Agreement, and the Company, in satisfaction of such breach, shall treat the withdrawn Member as an assignee of such Member's Membership Interest Any Member withdrawing in contravention of this section shall indemnify, defend and hold harmless the Company and all other Members from and against any losses, expenses, judgments, fines, settlements or damages suffered or incurred by the Company or any other Member arising out of or resulting from such withdrawal. 8. Dissolution of Company. 23 I. The Company shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: a. the written consent of all Members to dissolve the Company; b. the entry of a judicial decree of dissolution of the Company under the Act. 2. ln the event of the dissolution of the Company for any reason, the Managing Member, or if the Managing Member has been removed by the Members pursuant to the article entitled "Company Management,'' then a liquidating agent or committee appointed by Members holding Fifty Percent (50%) or more of the Capital Account balances (the Managing Member or such Person or committee so designated hereinafter referred to as the "Liquidator"). shall begin to wind up the affairs of the Company and to liquidate the Company's assets. The Members shall continue to share all income. losses and distributions during the period of liquidation in accordance with the articles entitled "Allocation oflncome and Losses" and "Distributions and Withdrawals." The Liquidator shall have full right and unlimited discretion to detennine the time, manner and terms of any sale or sales of Company property pursuant to such liquidation, giving due regard to the activity and condition of the relevant mark.et and general financial and economic conditions. 3. The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Members would have with respect to the assets and liabilities of the Company during the termofthe Company, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including Articles of Dissolution) necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any assets. 4. Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member in this Company and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for the Liquidator's services to the Company at normal, customary and competitive rates for the Liquidator's services to the Company as reasonably determined by all of the Members. C. Distribution in Liquidation. 24 I. The Liquidator shall, as soon as practicable, wind up the affairs of the Company and sell and/or distribute the assets of the Company. The assets of the Company shall be applied in the following order of priority; a. first, to creditors of the Company (including Members who are creditors to the extent permitted by law). in the order of priority provided by law. b. second, to establish reserves reasonably adequate to meet any and all contingent or unforeseen liabilities or obligations of the Company, provided that at the expiration of such period of time as the Liquidator may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided. c. third, to the Members m accordance with the article entitled "Distributions and Withdrawals." 2. If the Liquidator, in the exercise of sole discretion, determines that assets other than cash are to be distributed, then the Liquidator shall cause the fair market value of the assets not so liquidated to be detennined. Such assets shall be retained or distributed by the Liquidator as follows: a. the Liquidator shall retain assets having an appraised value, net of any liability related thereto, equal to the amount by which the net proceeds of liquidated assets are insufficient to satisfy the requirements of paragraphs 1. a above and I. b above; and b. the remaining assets shall be distributed to the Members in the same proportion as cash would be distributed to the Members pursuant to paragraph I. c above. 3. If the Liquidator, in the exercise of sole discretion, deems it not feasible or desirable to distribute to each Member that Member's allocable share of each asset, the Liquidator may allocate and distribute specific assets to one or more Members, individually or as tenants-in- common, as the Liquidator shall in good faith detennine to be fair and equitable, taking into consideration, inter alia, the fair market value of the assets, the liens. if any, to which such property may be subject and the tax consequences of the proposed distribution to each of the Members (including both distributees and others if any). Any distributions in kind shall be subject to such 25 conditions relating to the disposition and management thereof as the Liquidator deems reasonable and equitable. D. Rights of the Members. Each of the Members shall look solely to the assets of the Company for all distributions with respect to the Company and such Member's Capital Contribution (including return thereof), and such Member's share of profits or losses thereof, and shall have no recourse therefore (upon dissolution or otherwise) against any Member. No Member shall have any right to demand or receive property other than cash upon dissolution and termination of the Company. E. Deficit Restoration. Notwithstanding any other provision of this Agreement to the contrary, upon liquidation ofa Member's Interest (whether or not in connection with a liquidation of the Company), no Member shall have any liability to restore any deficit in that Member's Capital Account. In addition, no allocation to any Member of any loss, whether attributable to depreciation or otherwise, shall create any asset of or obligation to the Company, even if such allocation reduces a Member's Capital Account or creates or increases a deficit in such Member's Capital Account; it is also the intent of the Members that no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company (however, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, the Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member or of the Company). The obligations of the Members to make contributions pursuant to the article entitled "Capital Contributions" are for the exclusive benefit of the Company and not of any creditor of the Company; no such creditor is intended as a third-party beneficiary of this Agreement nor shall any such creditor have any rights hereunder, including without limitation the right to enforce any Capital Contribution obligation of the Members. F. Termination. The Company shall terminate when all property owned by the Company shall have been disposed of and the assets shall have been distributed as provided in the article entitled "Withdrawal of Members; Dissolution of Company; Liquidation and Distribution of Assets." The Liquidator shall then execute and cause to be filed Articles of Dissolution of the Company. 26 ARTICLE XI Amendment of Agreement and Power of Attorney A. Approval of Amendments. Amendments to this Agreement which do not adversely affect the right of the Members in any material respect may be made by the Managing Member without the consent of the other Members if those amendments are (i) of an inconsequential nature (as determined in good faith by the Managing Member), (ii) necessary to maintain the Company's status as a partnership or proprietorship according to Code Sec. 7701 (a)(2) or to conform with the Centralized Partnership Audit Regime, (iii) necessary to preserve the validity of any and all allocations of Company income, gain, loss or deduction pursuant to Code Sec. 704(b), or (iv) contemplated by this Agreement (including without limitation amendments in connection with the admission of new Members, making of additional Capital Contributions or withdrawal of a Member). Amendments to this Agreement other than those described in the foregoing sentence, including if no Managing Member is then acting, may be made only if embodied in an instrument signed by all Members, Any such supplemental agreement or amendment shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement. The Managing Member shall give written notice to all Members promptly after any amendment has become effective. Any amendment to this Agreement must be in writing. B. Amendment of Articles. In the event this Agreement shall be amended pursuant to the article entitled "Amendment of Agreement and Power of Attorney," the Members shall amend the Artie les to reflect that change if they deem the amendment of the Articles to be necessary or appropriate. C. Power of Attorney. Each Member hereby irrevocably constitutes and appoints the Managing Member {and the Liquidator) as the Member's true and lawful attorney-in-fact, with full power of substitution, in the Member's name, place and stead to make, execute, sign. acknowledge (including swearing to), record and file, on behalf of the Member and on behalf of the Company, the following: 27 I. The Articles of Organization and any other certificates or instruments which may be required to be filed by the Company or any of the Members under the laws of the State of New York and any other jurisdiction whose laws may be applicable; 2. Articles of Dissolution of the Company and such other instruments as may be deemed necessary or desirable by the holder of such power upon the termination of the Company; and 3. Any and all amendments of the instruments described in the article entitled "Amendment of Agreement and Power of Attorney." provided such amendments are either required by law to be filed or have been authorized by the Members. 4. The foregoing grant of authority: a. shall survive the delivery of an assignment by a Member of the whole or any portion of its Interest and any assignee of such Member does hereby constitute and appoint the aforesaid holders his attorney in the same manner and force and for the same purposes as does the assignor; b. is a special power of attorney coupled with an interest, is irrevocable and shall survive the death or incapacity of the Member granting the power; and c. may be exercised by the holder on behalf of a Member by a facsimile signature or by listing all of the Members executing any instrument with a single signature as attorney-in-fact for all of them. ARTICLE XII Miscellaneous A. Notices. All notices and demands required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by registered or certified mail to the addresses of the Members as shown from time to time on the records of the Company. Any Member may specify a different address by notifying the other Members in writing of that different address. 28 B. Entire Agreement. This Agreement constitutes the entire agreement among the parties. It supersedes any prior agreement or understandings among them, and may be modified or amended only in writing as set forth herein. C. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of New York. D. Effect. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, successors and assigns. E. Pronouns and Number. Wherever it appears appropriate from the context, each term stated in either the singular or the plural shall include the singular and the neuter shall include the masculine, feminine and neuter. F. Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof. G. Partial Enforceability. If any provision of this Agreement, or the application of that provision to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of that provision to persons or circumstances other than those to which it is held invalid. shall not be affected thereby. H. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signatures of each of the Members to one of such counterpart signature pages. All of those counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. Dated:¥ ?-r ,2019 29 -------~--~-=--===---=---:" ___ _ Matthew Stephen Poulter, Trustee of the Matthew Stephen Poulter Revocable Trust. Member 30 ANNEX TO OPERATING AGREEMENT NAMES, ADDRESSES, AND CAPJTAL ACCOlJNTS OF MEMBERS Name and Addres~; of Member Matthew Stephen Poulter, Trustee of the Matthew Stephen Poulter Revocable Trust 20 Gutzon Borglum Road, Stamford, Connecticut 06903 TOTAL: Initial Capital Contribution $10 $10 31 Initial Percentage Interest 100% 100%