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HomeMy WebLinkAboutPUD 16-06; QUARRY CREEK PA R-4B WEST; Planned Unit Development - Residential (PUD)( City of 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 an applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information M!!fil: be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fratema( organization, corporation, estate, trust receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NIA) 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 Ure R. Kretowicz Corp/Part Cornerstone Communities Corp. Title CEO Tit!e ---------------Address 4365 Executive Dr., #600 Address 4365 Executive Dr., #600 San Diego, CA 92121 San Diego, CA 92121 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 (NIA) 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, ___________ _ Title ___________ _ Address __________ _ corp/Part Presidio Cornerstone QC, LLC Title Owner Address 4365 Executive Dr., #600 San Diego, CA 92121 Page 1 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: Quarry Creek PA R-4B West -Tentative Map & Planned Development Permit APPLICANT NAME Cornerstone Communities 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: Planning Area R-48 (West} -This project proposes 56 single family detached residential lots. Each lot has a minimum of 3,100 square feet. -The most northerly 17 single family lots will be 2-story homes ranging in size from 1,837 square feet to 1,990 square feet. The remaining 39 single family lots will be 3 -story homes ranging in size from 2,252 square feet to 2,474 square feet. The proposed project is designed in accordance with the approved Quarry Creek Master Plan, master vesting tentative map CT 11-04, and pending amendment to the Quarry Creek Master Plan. P-1(8) Page 1 of 1 Revised 07110 ENVIRONMENTAL INFORMATION FORM I I (To be Completed by Applicant) Date Filed: ,g-(0 j (e ,__.. (To be completed by City) Application Number(s) Ci\ (o-DS I fl,,\ (7 I~-D (p General Information 1. NameofpmJect Quarry Creek PA R-4B West 2. Name of developer or project sponsor: Cornerstone Communities Address 4365 Executive Drive, Suite 600 City, State, Zip Code, San Diego, CA 92121 Phone Number 858-458-9700 3. Jack Robson Name of person to be contacted concerning this project· ------------~ Address, 4365 Executive Drive, Suite 600 City, State, Zip Code San Diego, CA 92121 Phone Number 858-458-9700 4. Address of Pmiect South of Adobe Springs Road and north of Marron Road Assessor's Parcel Number: 167 -040-46 ------------------- 5. List and describe any other related permits and other public approvals required for this project, including those requtred by city, regional, state and federal agencies: Master Plan amendment for Quarry Creek to allow for small lot single family development 6. Existing General Plan Land Use Designation: _R_-1_5 _____________ _ 7 Existing zoning district PC (Underlying zone RD-M) 8. Existing land use(s) Vacant, old Quarry 9. Proposed use of site (Project for which this form Is filed)· Master Plan small lot single family residential development Project Description 10. Site size 8.211 Acres 11 12: 13 14 P-1(D) Proposed Building square footage: _1_2_7_,_6_7_3_s_q~u_a_re_f_e_e_t _________ ~ Number of floors of construction. 2 & 3 story construction Amount of off-street parking provided: _8 _________________ ~ Tentative Map / Planned Development Permit -CT 15-09, PUD 15-18 Associated projects: Page 2 ol 4 Revised 07110 15 If residential, include the number of units and schedule of unit sizes: ~5~6~u~n~i!~S _____ _ ranging in size from 2 story: 1 -1,837 square feet, 2 -1,967 square feet, 3 -1,990 square feet 3 story: 1 -2,252 square feet, 2 -2,433 square feet, 3 -2,474 square feet 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 toading facilities: _____ _ NIA 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: _______ _ N/A 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: N/A P-l(D) Page 3 of 4 Revised 07110 LIMITED LIABILITY COMPANY AGREEMENT OF PRESIDIO CORNERSTONE QC, LLC A DELAWARE LIMITED LIABILITY COMPANY 1 080060.0078 4835-48.~7-0l45 v. 5 LIMITED LIABJLITY COMPANY AGREEMENT OF PRESIDIO CORNERSTONE QC, LLC A DELAWARE LIMITED LIABILITY COMPANY This Limited Liability Company Agreement of PRESIDIO CORNERSTONE QC, LLC (this "Agreement") is made and entered into as of January 20, 2015 (the "Effective Date") by and between Presidio Merced Land IV Active, LLC, a Delaware limited liability company ("Presidio"), Cornerstone Communities LLC, a California limited liability company ("Cornerstone"), and McMillin QC2, LLC, a Delaware limited liability company ("McMilJin"), who agree as foJJows: ARTICLE I DEFINITIONS For purposes of this Agreement, unless the context clearly indicates otherwise, lhe following terms shall have the following meanings: "Act" means the Delaware Limited Liability Company Act, as codified in title 6 of the Delaware Code, Sections 18~101 et. seq., as amended from time to time. "Additional Capital Contributions" means Capital Contributions actually made to the Company by a Member over and above the Initial Capital Contributions. "Additional Member" means a Member other than an Initial Member or a Substitute Member who has acquired a Membership Interest from the Company. "Adjusted Capital Account Deficit" means, with respect to any Holder, the deficit balance, if any, in such Holder's Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amount which such Holder is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated lo restore pursuant to the penultimate sentences of Regulations Sections l. 704-2(g)(l) and l .704-2(i)(5); and (ii) Debit to such Capital Account the items described in Sections 1. 704- l (b)(2)(ii)(d)(4), 1.704-1 (b )(2)(ii)(d)(5) and l.704-l(b )(2)(ii)(d)(6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section l. 704-1 (b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. 080060.00')B 481.'i-4857-0)45 v. 5 "Substitute Member" means an Assignee who has been admitted as a Member in compliance with the terms and conditions of this Agreement and who therefore has all of the rights and obligations of membership pursuant to this Agreement. "Tax Matters Partner" has the meaning set forth in Section 6.9. "Taxing Jurisdiction" means any state, local or foreign government that collects tax, interest or penalties, however designated, on any Holder's share of the income or gain attributable to the Company. "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, encumbrance or other transfer, whether absolute or as security (including Transfers by operation of law). ARTICLE II FORMATION 2. l Formation. The Company has been organized as a limited liability company under the Act. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise expressly provided in this Agreement. 2.2 Name. The name of the Company is PRESIDIO CORNERSTONE QC, LLC. 2.3 Purpose of the Company. Subject to the terms and conditions of this Agreement, the Company may engage in any lawful business permitted by the Act or by the laws of any jurisdiction in which the Company may do business. The Company shall have the authority to do all things necessary, proper or convenient to accomplish its purpose and operate its business as described in this Section 2.3. The specific purpose of the Company is to do and perform everything which may be reasonable, necessary, advisable, suitable or proper for the conduct of the Company's business, which is to acquire, manage, operate, develop, entitle, and/or construct improvements on and sell all or any portion of the Real Property. The Company will not engage in any activities not related to this specific purpose without the Management Committee's prior written consent. 2.4 Place of Business. The Company's principal place of business will be located at 601 Carlson Parkway, Suite 200, Minnetonka, MN 55305. The Management Committee may change the location of the Company's principal place of business. The Managers will cause to be made any filing and cause to be taken any other action required by applicable law in connection with any such change and will give notice to all Members of the new location of the Company's principal place of business promptly after any such change becomes effective. The Company also may have such other offices as the Management Committee from time to time may determine. 2.5 Term. The term of the Company shall begin as of the date the Certificate of Formation was filed with the Delaware Secretary of State and shall continue indefinitely, unless the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. 10 080060.CX'f/8 4835-4857·0\45 v. 5 2.6 Registered Agent. The Company's registered agent for service of process and registered office in the State of Delaware will be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DeJaware 19801. The Company will continuously maintain a registered office and a registered agent in the State of Delaware, as required by the Act. The Delaware registered office and registered agent may be changed from time to time by the Management Committee, in accordance with the Act. 2.7 Certificate of Formation. A copy of the Company's Certificate of Formation that has been filed with the Delaware Secretary of State is attached hereto as Exhibit B. Any Manager may file such amendments to the Certificate of Formation that have been approved by the Management Committee. 2.8 Names and Addresses of Members. The name and address of each Initial Member is as follows: Presidio Merced Land IV Active, LLC 601 Carlson Parkway, Suite 200 Minnetonka, MN 55305 Attention: Mike Sullivan Cornerstone Communities LLC 4365 Executive Drive, Suite 600 San Diego, CA 92121 Attention: Ure Kretowicz McMillin QC2, LLC 2750 Womble Road, Suite 200 San Diego, CA 92106 Attention: Ceci Doty 2.9 Rights and Obligations of the Members. The rights and obligations of the Members will be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of the Members are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement will, to the extent pennitted by the Act, control 2.10 Maintenance. The Managers will cause to be filed promptly all certificates, amendments, or other instruments as required by law to maintain the Company in good standing as a limited liability company in the State of Delaware and any other jurisdiction in which the Company conducts business, including as required to comply with any fictitious name statutes. 2.11 Powers. The Company will have all powers of a limited liability company under the Act and the power to do all things necessary or convenient to operate its business and accomplish its purpose as described in Section 2.3. 2.12 Title to Company Property. All property owned by the Company wiU be owned by the Company as an entity and, insofar as permitted by applicable law, no Member wm have I l 080060.00JB 4B05·4857-0J4.5 y .I exceed the amounts which would otherwise have been Distributed to such Member, such Member shall contribute any deficiency to the Company within ten days after notice from a Manager. 4.10 Valuation and Distribution of Non-Cash Distributions. To the extent that non- cash assets shal1 be Distributed in kind pursuant to this Section, the fair market value of such assets shall first be determined, pursuant to Section 4.12, and the Distribution of such assets shall be made in accordance with such valuation after first allocating to the Capital Accounts of the Members the amount of gain or net loss which would have been allocated to said Capital Accounts if the non-cash consideration had been sold at such fair market value rather than Distributed in kind. Any non-cash assets (including, but not limited to, promissory notes) received by the Company in connection with a sale or other disposition may be Distributed in kind to the Members with the proceeds to be Distributed in accordance with the terms of this Section as received. Any such Distribution of non-cash assets shall be at the discretion of the Management Committee. The Management Committee in its discretion may determine the proportions of such distribution in cash and non-cash assets between Members. Any non-cash assets Distributed shall be subject to any agreements or restrictions relating thereto. 4.11 Limitation on Other Distributions. No Member shall be entitled to receive any Distribution other than as specifically provided by this Agreement. 4.12 Valuation of Non-Cash Assets. For purposes of this Agreement, the procedure for valuing any non-cash assets shall, unless otherwise provided herein, be as follows: 4.12.1 Real Property. If the Members cannot otherwise agree on the value of the real property, Presidio and Cornerstone shall each select a qualified MAI appraiser who has customarily been engaged in appraising real property within the general vicinity of the real property in question for a period of not less than five (5) years. The two (2) appraisers so selected shall select a third appraiser and the valuation of the third appraiser so selected shall be binding on all Members. Such valuation shall be based upon the fair market value of the assets, assuming an arm's length cash sale. 4.12.2 Marketable Securities. Any securities held by the Company which are traded on an established market shall be valued according to the market price. 4.12.3 Other Assets. If the Company cannot otherwise agree on the value of other assets, such assets shall be valued by the Management Committee, in its reasonable discretion. ARTICLEV MANAGEMENT 5.1 Managers, Subject to the provisions set forth herein, the Managers shall manage the business and affairs of the Company. Presidio Merced Land IV Active, LLC and Cotnerstone Communities LLC shall be the co-managers of the Company. Presidio may replace Presidio with another Person at its election on written notice to Cornerstone. Cornerstone may replace Cornerstone with another Person at its election on written notice to Presidio. Notwithstanding the above, neither Presidio nor Cornerstone shall appoint a replacement manager with any Person that the other Member reasonably objects to. 18 080060.00?8 4835-4857-0145 v, 5 5.2 Authority of Managers. Subject to the Jimitalions set forth herein and subject to the approval rights of the Management Committee, each Manager shall have the right, power and authority to do aIJ things necessary, proper or convenient to carry out the business and affairs of the Company. 5.3 Management Committee. All Major Decisions (as defined below) concerning the business affairs of the Company shall be made by the Management Committee, Presidio and Cornerstone shall each appoint a representative to the Management Committee, and each such representative on the Management Committee shall have one vote. McMiJJin will be entitled to notice and opportunity to attend Management Committee meetings, but McMillin will have no vote on the Management Committee, and McMillin's presence shall not be required for Management Committee quorums, decisions or actions by written consent. The unanimous vote of the two voting members of the Management Committee is required to approve any Major Decision. The representatives on the Management Committee shall act in good faith to attempt to resolve any issues upon which they are unable to reach agreement. The Management Committee shall meet whenever or as frequently as the Management Committee representatives deem necessary; provided, however that any Manager or Member may call a meeting of the Management Committee on three days' notice at any time. The Management Committee may also act pursuant to a telephonic meeting that is followed by written minutes signed by the Management Committee representatives setting forth the agreed-upon actions or by written consent to an action in lieu of meeting signed by the Management Committee representatives, The initial representative of Presidio on the Management Committee is Donald R, Faye and the alternate for Presidio is Michael M. Sullivan. The initial representative of Cornerstone on the Management Committee is Ure R. Kretowicz and the alternate is Michael Sabourin. The non- voting representative of McMillin is Ceci Doty, A Member may replace its representative on the Management Committee (or authorize an additional alternate to act on its behalf) at any lime by written notice to the other Members. The Operating Manager shall prepare minutes of all Management Committee meetings and of all unanimous written consents of the Management Committee in a timely manner for review, approval and signature by the representatives on the Management Committee. 5.4 Major Decisions. "Major Decisions" each of whkh require the unanimous vote of the Management Committee, means any of the following with respect to the Company: 5.4.1 The approval of the Business Plan and any and all updates and amendments thereto; $100,000; 5,4.2 Approval of the purchase or sale of any real estate, and the terms thereof; 5.4.3 Approval of any contracts with or retaining the services of any Affiliates; 5.4.4 Entering into any contract or obligation involving amounts in excess of 5,4.5 Obtaining, modifying, or extending any Joan or other debt obligation and approval of the loan documents therefore; 19 080060.0078 4835-4857-014.'i v. 5 5.4.6 Entering into any transaction that requires the guaranty of a Member or an Affiliate of such Member; 5.4.7 The amount, type, coverage, and deductible of all insurance policies to be carried by the Company: 5.4.8 Approval of any document that is to be recorded against any property owned by the Company; 5.4.9 Causing or permitting the Company to extend credit (other than accounts receivable incurred in the ordinary course of business) to, or to make any loans or become a surety, guarantor, indemnitor, endorser or accommodation endorser for, any person or entity; 5.4.10 Releasing, compromising, assigning or transferriilg any claims, rights or benefits, or satisfying any judgment, decree, decision or settlement, including any Internal Revenue Service or state tax claims or litigation in excess of an aggregated sum of ten thousand dollars ($10,000); 5.4.11 Distributing any property of the Company other than as provided in this Agreement; 5.4.12 Borrowing from the Company; 5.4.13 Settling any claim for insurance proceeds if the loss thereunder exceeds $10,000; 5.4.14 Any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part of the assets of the Company, or any modification of the terms of the foregoing, except sales of homes or lots in accordance with the terms of the Business Plan; 5.4.15 Causing a dissolution of the Company; 5.4. l 6 Confessing any judgment against the Company; 5.4.17 Doing any act in contravention of this Agreement or any amendments; 5.4.18 Doing any act which would make it impossible to caJTy on the ordinary business of the Company as provided in this Agreement; 5.4.19 Possessing Company property or assigning the rights of the Company in specific Company Property for other than a Company; 5.4.20 Executing or delivering any general assignment of assets for the benefit of creditors of the Company; 5.4.21 Filing of any petition or consenting to the filing of any petition that would subject the Company to a bankruptcy or similar proceeding; 20 080060.0078 4835-4857-0:45 v, 5 5.4.22 Authorizing an Additional Capital Contribution and/or the issuance of any additional Membership Interests with respect to the Company; 5.4.23 Appointing or removing any officer(s) of the Company and determining the authority granted to such officer(s); 5.4.24 Subject to the provfaions of Sections 5.1, 5.19 and 5.20, appointing, removing and/or replacing any Manager and/or Operating Manager of the Company; 5.4.25 Approving any other matter or performing any other act which by the terms of this Agreement requires the approval of the Management Committee. 5.5 Operating Manager. Cornerstone is hereby appointed as the Operating Manager of the Company. Subject to the provisions of this Agreement, Operating Manager is responsible for the day-to-day management, maintenance, operation, entitlement, development, and/or construction of improvements on and sale of the Real Property pursuant to the terms of the Business Plan. Operating Manager has full power and authority, acting alone or through others, in the exercise of its reasonable business judgment, to take all actions necessary or appropriate to carry out the Business Plan and perform Operating Manager's duties under this Agreement, but only to the extent consistent with and contemplated by the Business Plan. The scope of responsibilities of the Operating Manager include (but are not limited to) providing the services listed on Exhibit E (the "Services"). The Services may be provided by Operating Manager, its Affiliates, or third-party consultants or contractors, provided, however, Operating Manager will remain responsible to the Company for the proper performance of all Services hereunder. Operating Manager shall not make expenditures or incur costs which exceed the amounts contemplated in the Business Plan in any material way without the written consent of Presidio. 5.6 Business Plan. The Operating Manager will prepare and present to the Management Committee a proposed business plan for the Company for the Management Committee's review and approval. A business plan that is approved by the Management Committee is referred to herein as the "Business Plan" for the Company. The Operating Manager will present a revised business plan to the Management Committee for its review and approval (i) whenever there are material changes to be made thereto, (jj) at the request of either Member, and (iii) in any event, at least annuaJly on or before October 15th for the following calendar year. When approved by the Management Committee, the revised business plan shall become the Business Plan for the Company. Attached hereto as Exhibit Fis the initial Business Plan for the Company. 5.7 Reporting. The Operating Manager will keep the Members apprised concerning any material events concerning the Project and/or the Services provided hereunder, and will promptly respond to any Member's requests for information regarding the Project and promptly provide the Members with such individual and/or periodic reports as any Member may request. In addition, tlle Operating Manager shall provide the following repmts to the Members: (a) During any period when sales activity is ongoing for the Project, weekly sales reports in form and substance reasonably satisfactory to the Members, listing all purchase contracts entered into by the Company and indicating for each such purchase contract the agreed 21 080060.0078 48.1.5-4857-014.5 v. 5 purchase price, the amount of earnest money deposited by the purchaser, and the status of any contingencies to the purchase transaction. The report shall also indicate on a monthly and cumulative basis the number of units sold and the number of units actually closed in the Project. (b) Monthly balance sheet/income statements and budget updates for the Company. (c) On or before forty-five days after the end of each of the first three quarters of the Company's fiscal year, and as soon as possible after the end of each fiscal year, financial statements for such period for the Company, including a balance sheet, an income statement, updated proformas, and a statement showing the Capital Account of each Member as of the end of such period and the Distributions, if any, made to the Members. At the request of any Member, the financial statement shall be audited by a CPA firm approved by the Management Committee. (d) As soon as reasonably practicable after the end of the Company fiscal year, Operating Manager shall cause each Member to be furnished with a Schedule K-1 for the Company for such year together with any other schedule or statement required by federal income tax law, and shall cause each Member to be furnished such information as is necessary to complete their respective federal and state income tax or information returns. Operating Manager shall use reasonable good faith efforts to furnish the Schedule K-1 such other schedules and tax information on or before February 28th of each calendar year. 5.8 Additional Responsibilities of Operating Manager. The Operating Manager shall have the following additional responsibilities: (a) Maintenance and Protection of Property. Operating Manager shall maintain the Real Property free and clear of weeds, pests, debris and toxic or hazardous substances, (except for such hazardous substances that are required to operate t()ols or equipment related to the construction of improvements on the Real Property or are incorporated in materials used in improvements, in each case in compliance with all applicable laws and regulations). Such maintenance shall include all necessary erosion control measures, which shall be conducted and maintained in accordance with all applicable laws, regulations and permits. In addition, Operating Manager shall at all times reasonably protect the Property and all of the improvemenl<s, whether or not completed, from being damaged by the work of Operating Manager, any contractor, subcontractor, consultant, or material suppliers or other persons or causes, including but not limited to, vandals and the elements. (b) Taxes. Operating Manager shall obtain and verify bills for real estate and personal property taxes, assessments and other like charges which are or may become liens against any portion of the Property and pay such taxes and assessments, on behalf of the Company and at the Company's expense. (c) Insurance. Operating Manager shall recommend lo Presidio the types and amounts of insurance that Operating Manager suggests that Company cal1'y with respect to the Project. Operating Manager shall acquire and maintain insurance against liabilities and claims related to the Company's operations and activities and the Property, in each case at the 22 080060.0078 4g35-485'/-0!45 v, 5 shall not apply with respect to Warranty and Defect Expenses, which shall be governed by the terms of Section 5.8(e). 5.10 Administrative Fees and Management Fees. The Company shall pay Presidio (or, at Presidio's direction, an Affiliate of Presidio) an administrative fee equal to three quarters of one percent (0.75%) of Net Revenues received by the Company (the "Administrative Fee"). Net Revenues shall mean the gross sales proceeds received by the Company with respect to the sale or rental of any property owned by the Company, including but not limited to all gross sales proceeds, lot premiums, options and option upgrades, and the gross proceeds received by the Company from any other revenue event, in each case Jess reasonable closing costs incurred by the Company in connection with such revenue event, including any sales incentives or concessions. The Administrative Fee will be paid each time there is a revenue event for the Company. In consideration of performance of the Servkes to be provided hereunder, the Company will pay Operating Manager a monthly payment as set forth in the Business Plan (the "Monthly Fee"), payable in advance on the first day of each month. The Monthly Fee payable for any partiaJ month shall be prorated based on the number of days in such month. Other than the fees set forth in this Section (and the Warranty Fee set forth in Section 5.8(e)), no other management fees will be paid to any Operating Manager, Manager or Member, unless both Presidio and Cornerstone agree to the contrary. 5.11 Invoices/Draws/Payments, Within ten days following the end of each calendar month, the Operating Manager will furnish Presidio an invoice (a) referencing such calendar month, (b) detailing the costs and expenses, if any, described in Section5.9 above to be reimbursed by the Company for such calendar month, and (c) providing such supporting documentation and additional data as Presidio may reasonably request. Payment shall be due on any such invoice within thirty (30) days after receipt unless Presidio and Operating Manager mutually agree otherwise. 5.12 Execution of Documents. The Operating Manager and each Manager, acting alone, shall have authority to act on behalf of and bind the Company, subject to any approval requirements set forth in this Agreement, provided, however, that the following documents will require the signature of both Managers: 0) any contract or other obligation of the Company involving over One Hundred Thousand Dollars ($100,000), (ii) any contract or other obligation that is for an amount in excess of the amount contemplated in the Business Plan or otherwise not in compliance wilh the Business Plan; (iii) any contract with an Affiliate of the Operating Manager or any Manager, (iv) any agreement releasing, compromising, assigning, or transferring any claims, rights or benefits, or satisfying any judgment, decree, decision or settlement, including any Internal Revenue Service or state tax claims or litigation in excess of an aggregated sum of Ten Thousand Dollars ($10,000) or settling any claim for insurance proceeds if the Joss thereunder exceeds Ten Thousand Dollars ($10,000), (v) any lease, promissory note, deed, deed of trust, easement, security agreement, guaranty or indemnity or any other loan documents, documents encumbering the Real Property, contracts for the purchase or sale of the Real Property or any other real property, entitlement documents, or documents encumbering or conveying title to the Real Property or any portion thereof, (vi) any document or instrument to be recorded or filed with the official records of any governmental agency, and (vii) any agreement that by the terms of this Agreement requires the approval of the Management Committee. All contracts shall be in the Company's name with the Company as the party to the Contract. The 24 0800(;0,()()78 48.15-4857,014.5 Y. 3 Management Committee shall agree upon the form of contract to be executed by contractors and subcontractors. Unless otherwise approved by the Management Committee in writing, all contracts executed by Operating Manager shall be terminable on no more than thirty (30) days' notice. The signature requirements set f01th herein may be modified from time to time by the unanimous vote of the Management Committee. 5.13 Authority to Bind the Company. Only the Managers, Operating Manager and authorized Officers shall have the authority, power and duty to bind the Company; provided, however, the authority of the Managers, Operating Manager, and Officers is subject to the authority of the Management Committee to approve Major Decisions and the limitations set forth in Section 5.12. Notwithstanding the foregoing, the act of any Manager, Operating Manager or Officer in carrying on the ordinary and customary business and affairs of the Company, including the exercise of the authority indicated in this Article V, shall be deemed the valid act of the Company. No person dealing with the Company shall have any obligation to inquire into the power or authority of any Manager, Operating Manager or Officer acting on behalf of the Company, and all third parties may rely on a document executed by any Manager, Operating Manager of Officer as binding the Company. 5.14 Officers. The Company is not required to have officers, but may have such officers as deemed necessary or appropriate by the Management Committee (each, an "Officer"), All Officers will be selected by the Management Committee and will serve at the pleasure of the Management Committee. Any individual may hold any number of offices. Each Officer will have the powers and duties of management as may be prescribed by the Management Committee, including, if so designated, the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties. The Company shall not have any employees unless the Management Committee determines otherwise. 5.15 Ownership of Plans and Materials. All plans and specifications and all marketing and sales materials, including advertising and promotional materials prepared in connection with the Project by or for Operating Manager, shall (subject to the retained rights of the design professionals) be solely the property of the Company and not of Operating Manager. 5.16 Bank Accounts. The Company shall establish and maintain such bank accounts as the Management Committee shall approve. The Managers and the Operating Manager shall each be signers on the Company bank accounts. 5.17 Services by Affiliates. The Company may enter into contracts for goods and services with Affiliates of a Manager, Operating Manager or a Member, provided that such contracts shall be at market rates and fees, the costs for such goods and services shall be within the range contemplated by the applicable Busines~ Plan, other terms of the contract shall be comparable to those provided by other qualified vendors, and such contract is approved by the Manager that is not affiliated with such Person. Services of an accounts payables clerk on Operating Manager's payroll shall be reimbursable as a Project expense (i.e., and not covered by the Management Fee) to the extent provided in the approved budget. Notwithstanding the foregoing, the Members agree that Presidio shall act as the Tax Matters Partner pursuant to Section 6.9 and an Affiliate of Cornerstone (or its dcsignee) shall provide accounting services 25 ()8(){)6Q,(J(l78 <183~-4857-0]4.~ V, 5 13.4.4 As a condition to dosing, the Buyer must obtain the reJease of the SeJler and any of the Seller's Affiliates from any recourse liability the SeJler or any of its Affiliates may have under any Joans or guaranties of Company debt or indemnities with respect to any Company bonds. 13.5 Buyer's Failure to Perform. If the Buyer fails to perform as requfred under Section 13.4, then the Se1Jer shall have the option, exercisable within sixty (60) days after the original Closing Date, to (i) pursue Buyer for specific performance of its obligations as Buyer, or (ii) continue the Company as if no put-call procedure had been implemented; or (iii) become the Buyer under the defaulted Offer, subject to the same terms and conditions set forth in the Offer with the exceptions that: (A) the Put Call Price shall be ninety percent (90%) of the amount which the defaulting party would receive if all the Company Property were sold for the Company Aggregate Asset Price and the proceeds were applied in accordance with Section 10.2 with reserves set aside as set forth in Section 10.2.2, and (B) the non-defaulting party shalJ be entitled to select a new Closing Date up to ninety (90) days after the original Closing Date. 13.6 Seller's Failure to Perform. If the Seller fails to perform as required under Section 13.4, then: (i) the Seller shall be liable to Buyer for all actual and consequential damages caused by Seller as a result of its breach, together with all expenses of litigation and attorneys' fees, court costs and expenses; and (ii) the Buyer shall have the option, exercisable within sixty (60) days after the original Closing Date to either: (A) pursue Seller for specific performance of its obligations as Seller, or (B) continue the Company as if no put-call procedure had been implemented provided, however, that in no event shall the election of either option (or failure to elect) precJude Buyer from pursuing any other remedy available to Buyer as a matter of law or equity, including, but not limited to, the damages described in clause (i) above. 13.7 Warranty and Defect Expenses. If Cornerstone is the Seller, Cornerstone shall remain liable for Warranty and Defect Expenses (i) for all Units as to which construction has started (i.e. slabs have been poured or started to be poured) prior to the PuUCaH Closing (including without limitation, Units that have already been dosed), (ii) for all Project on or off- site improvements as to which construction has started (including without limitation any soils preparation or grading activity) pf1or to the PuUCaU Closing and (iii) for the performance of all warranty work, customer services work, and any other work required to correct any defects in the design or construction of Units and in the on or off-site improvements constructed by the Company or with respect to which construction started while Cornerstone or any Affiliate thereof was the Operating Manager of the Company. Upon the closing of the sale of each Unit described in (i) or (ii) above the Company shaJJ pay to Cornerstone the Warranty Fee corresponding to such Unit. The payment of the Warranty Fees to Cornerstone shall be the sole obligation of the Company or the Buyer to Cornerstone with respect to the payment of Warranty and Defect Expenses. [Signature page follows] 41 0S00l',0.0078 4835-4857-0145 v. 5 IN WITNESS WI--lEREOF, this Agreement is executed by the parties hereto as of the date set forth above. Presidio: Comers tone: McMillin: PRESIDIO MERCED LAND IV ACTIVE, LLC, a Delaware limited liability company By: Merced Pacific Active IV, LLC, a Delaware limited liability company, its Manager By: Series M4 of Merced Capital Partners, LLC, a Delaware limited liability company, its Manager By ~-Vi~~ NamCMic~ Title Authorized Person CORNERSTONE COMMUNITIES LLC, a California limited liability company By _____________ _ Name _____________ _ Title _____________ _ McMlLLIN QC2, LLC, a Delaware limited liability company By: McMillin Management Services, I ,.P ., a California limited partnership, its Manager By: McMillin Homes Construction, Inc., a California corporation, its General Partner By __________ _ Name ___________ _ Title: ___________ _ By __________ _ Name ___________ _ Title:. __________ _ Note: This signature page has been re-executed to correct a discrcpa11ey in an upper-tier member of the Presidio entity in the original signature page. lt remains effective as of the <late originally executed. 42 080060.0078 4835-4&57·0 !45 V. 5U S11h!<li1U1e S,g11a111111 !'ago EXHIBITD ADDRESS FOR NOTICES Member and Co-Manager: Presidio Cornerstone QC, LLC 601 Carlson Parkway, Suite 200 Minnetonka, Minnesota 55305 Attention: Mike Sullivan Phone: (952) 476-7200 Fax: (952) 476-7201 E-mail :mike.sullivan @rnercedcapital.com Member and Co-Manager: Presidio Cornerstone QC, LLC . do Cornerstone Communities LLC 4365 Executive Drive, Suite 600 San Diego, California 92121 Attention: Ure Kretowicz Phone: (858) 458-9700 Fax: (858) 452-3600 Email: ure@c3.bz With a copy to: Presidio Advisory Group IT, LLC 9740 Appaloosa Road, Suite 230 San Diego, California 92131 Attention: Don Faye and Paul Lucatuorto Phone: (619) 573-1806 and (619) 573-1808 Fax: (619) 573-1550 and to: Member: E-mail: dfaye@presidioresidential..com and pJucatuorto@presidioresidentiaI.com David Bagley Hecht Solberg Robinson Goldberg & Bagley LLP 600 West Broadway, Suite 800 San Diego, California 92101 Telephone: (619) 239-3444 Fax: (619) 232-6828 Email: dbagley@hechtsolberg.com McMillin QC2, LLC Attention: Ceci Doty 2750 Womble Road, Suite 200 San Diego, CA 92106 Facsimile: (619) 336-3503 e~rnaiJ: cdoty@rncrnillin.com 8 080060.0078 4835-48_57-014) V. 5 With a copy to: Operating Manager: Higgs Fletcher & Mack LLP Attention: Tim Waters, Esq. 401 West A St. Suite 2600 San Diego, CA 92101 Facsimile: (619) 696-1410 E-mail: twaters@higgslaw.com Cornerstone Communities LLC 4365 Executive Drive, Suite 600 San Diego, California 92121 Attention: Ure Kretowicz Phone: (858) 458-9700 Fax: (858) 452-3600 Email: ure@c3.bz 9 080060.0078 4835.4857,01 45 \', 5 EXHIBITE SCOPE OF SERVICES 1. Provide the direct project staff necessary to carry out the Business Plan including but not limited to the following: a. Preparation and submittal to Manager of the proposed Business Plan and updates; b, Selection of contractors and consultants, negotiation of contracts, management of contractors and consultants; c. Processing of accounts payable, record keeping and financial reporting; d. Keeping Manager informed on status of Project; e. Coordination of site security and maintenance; f. Insurance; and g. Providing such periodic reJX)rts to Presidio as Presidio may designate. 2. Process and maintain necessary Project entitlements and permits. 3. Market property for sale consistent with the Business Plan, or as instructed by Manager in writing. 4. Warranty and repair services, including but not limited to performing or supervising all warranty work, customer service, and correction of defects. 5. All other actions necessary to carry out the Business Plan. JO 080060.0078 4835-4857-01 45 \', 5 Dated as of July 22, 2016 at 7:30 A.M. Order Number: NHSC-5243541 (06) Page Number: 2 The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: PRESIDIO CORNERSTONE QC, LLC, A DELAWARE LIMITED LIABILITY COMPANY The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2016-2017, a lien not yet due or payable. 2. General and special taxes for the fiscal year 2015-2016, are unsegregated at this time. 3. Supplemental taxes for the year 2015-2016 assessed pursuant to Chapter 3.5 commencing with Section 75 of the california Revenue and Taxation Code. First Installment: $29,373.57, PAID Penalty: $0.00 Second Installment: $29,373.57, DUE Penalty: $0.00 Tax Rate Area: 09014 A. P. No.: 859-167-63-35 Affects: The land and other property. 4. Supplemental taxes for the year 201+2015 assessed pursuant to Chapter 3.5 commencing with Section 75 of the california Revenue and Taxation Code. First Installment: $12,047.22, PAID Penalty: $0.00 Rrst American Tttle Second Installment: $12,047.22, DUE $0.00 Penalty: Tax Rate Area: A. P. No.: Affects: 09014 849-517-65-44 The land and other property. Order Number: NHSC-5243541 (06) Page Number: 3 5. Supplemental taxes for the year 2014-2015 assessed pursuant to Chapter 3.5 commencing with Section 75 of the califomia Revenue and Taxation Ccxle. First Installment: $9,719.32, PAID Penalty: $0.00 Second Installment: $9,719.32, DUE Penalty: $0.00 Tax Rate Area: 09014 A. P. No.: 849-16 7-63-44 Affects: The land and other property. 6. The following negative tax amounts are reported by the County Tax COiiector: For: Supplemental Bill Fiscal Year: 2015-2016 First Installment: Negative $25,474.37, no taxes are due. second Installment: Negative $25,474.37, no taxes are due. Tax Rate Area: 09014 A.P. No.: 859-170-15-15 This is offered for information purposes only. Please contact the tax collector for additional information about the taxes for the land. Affects: The land and other property. 7. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 5 and Community Facilities District No. 5, Improvement Area No. 1, as disclosed by Notice of Special Tax Lien recorded June 22, 2012 as Instrument No. 2012-0365643 of Official Records. Document(s) declaring modifications thereof recorded June 1, 2016 as Instrument No. 2016- 0267426 of Official Records. 8. The lien of special tax assessed pursuant to Olapter 2.5 commencing with Section 53311 of the California Government Code for community Facilities District No. 1, as disclosed by Notice of Special Tax Lien recorded June 24, 2013 as Instrument No. 2013-0394405 of Official Records. 9. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. Rrst Ameria,n Title Order Number: NHSC-5243541 (06) Page Number: 4 10. An easement for public road and incidental purposes, recorded February 17, 1897 in Book 257, Page 247 of Deeds. In Favor of: The County of 5an Diego Affects: As described therein The location of the easement cannot be determined from record formation. 11. An easement for either or both pole lines, underground conduits and incidental purposes, recorded March 4, 1911 in Book 511, Page 235 of Deeds. In Favor of: Pacific Telephone and Telegraph Company Affects: As described therein The location of the easement cannot be determined from record infomiation. 12. An easement for poles and incidental purposes, recorded March 4, 1911 in Book 509, Page 267 of Deeds. In Favor of: The Pacific Telephone and Telegraph Company Affects: As described therein The location of the easement cannot be determined from record information. 13. The terms and provisions contained in the document entitled "Grant of Perpetual Slope Easement and Temporary Construction Easement" recorded June 23, 2003 as Instrument No. 2003- 0739971 of Official Records. The location of the easement cannot be determined from record information. 14. covenants, conditions, restrictions and easements in the document recorded March 14, 2011 as Instrument No. 2011-0135700 of Official Records, which provide that a violation thereof shall not defeat or render invalld the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in califomia Government Code § 12955 (p)) or ancestry, to the extent such covenants, conditions or restrictions violate 42 U.S.C. § 3604(c), or california Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 15. Toe terms and provisions contained in the document entitled "Notice of Restriction on Real Property'' recorded April 4, 2011 as Instrument No. 2011-0172077 of Official Records. 16. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded July 7, 2011 as Instrument No. 2011-0344518 of Official Records. 17. Toe terms and provisions contained in the document entitled "Hold Harmless Agreement (Geological Failure)" recorded July 21, 2011 as Instrument No. 2011-0371076 of Official Records. 18. The terms and provisions contained in the document entitled "Hold Harmless Agreement (Drainage)" recorded July 21, 2011 as Instrument No. 2011-0371077 of Official Records. Rrst Ameriam Title Order Number: NHSC-5243541 (06) Page Number: 5 19. The terms and provisions contained in the document entitled "Levee Maintenance Agreement'' recorded July 21, 2011 as Instrument No. 2011-0371083 of Official Records. 20. The terms and provisions contained in the document entitled "Encroachment Removal Agreement (Proposed Encroachment on Right-of-Way)" recorded July 27, 2011 as Instrument No. 2011- 0382141 of Official Records. The location of the easement cannot be determined from record information. 21. Covenants, conditions, restrictions and easements in the document recorded August 25, 2011 as Instrument No. 2011-0439455 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in california Government Code § 12955 (p)) or ancestry, to the extent such covenants, conditions or restrictions violate 42 U.S.C. § 3604(c), or california Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 22. A Deed of Trust to secure an original indebtedness of $28,000,000.00 recorded March 30, 2015 as Instrument No. 2015-0150823 of Official Records. Dated: March 24, 2015 Truster: Trustee: Beneficiary: Affects: Presidio Cornerstone QC, LLC, a Delaware limited liability company Farmers and Merchants Trust Company of Long Beach Farmers & Merchants Bank of Long Beach, a california corporation The land and other property. The above deed of trust states that it is a construction deed of trust. A document entitled "Absolute Assignment of Leases, Lease Guaranties, Rents, Issues and Profits" recorded March 30, 2015 as Instrument No. 2015-0150824 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust recorded March 30, 2015 as Instrument No. 2015-0150823 of Official Records. A document recorded 5eptember 22, 2015 as Instrument No. 2015-0498045 of Official Records provides that the deed of trust or the obligation secured thereby has been modified. A document disclosing an additional advance in the amount of $18,620,000.00, recorded Instrument No. 2015-0498045 as 5eptember 22, 2015 of Official Records. 23. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a document recorded March 30, 2015 as Instrument No. 2015-0150823 of Official Records. First American rttle Order Number: NHSC-5243541 (06) Page Number: 6 24. A financing statement recorded March 30, 2015 as Instrument No. 2015-0150825 of Official Records. Debtor: secured party: Affects: Presidio Cornerstone QC, LLC Farmers & Merchants Bank of Long Beach The land and other property. An amendment to the financing statement was recorded 5eptember 22, 2015 as Instrument No. 2015-0498046 of Official Records. An amendment to the financing statement was recorded September 22, 2015 as Instrument No. 2015-0498047 of Official Records. 25. The tenns and provisions contained in the document entitled Affordable Housing Agreement Imposing Restrictions on Real Property recorded May 11, 2015 as Instrument No. 2015-0233607 of Official Records. 26. Covenants, conditions, restrictions and easements in the document recorded April 17, 2015 as Instrument No. 2015-0185520 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government COde § 12955 (p)) or ancestry, to the extent such covenants, conditions or restrictions violate 42 U.S.C. § 3604(c), or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 27. The terms and provisions contained in the document entitled Hold Harmless Agreement Drainage recorded May 20, 2015 as Instrument No. 2015-0257114 of Official Records. 28. The terms and provisions contained in the document entitled Permanent Stormwater Quality Best Management Practice Maintenance Agreement recorded May 20, 2015 as Instrument No. 2015M 0257115 of Official Records. 29. The terms and provisions contained in the document entitled Hold Harmless Agreement Geological Failure recorded May 20, 2015 as Instrument No. 2015M0257116 of Official Records. 30. The terms and provisions contained in the dorument entitled Local Improvement District Agreement recorded May 20, 2015 as Instrument No. 2015·0257117 of Official Records. 31. An easement shown or dedicated on the Map as referred to in the legal description For: General utility and emergency access and incidental purposes. 32. The terms and provisions contained in the document entitled Street Maintenance Agreement executed by and between Presidio Cornerstone QC, U.C, a Delaware Limited Liability company and Qty of Car1sbad recorded July 7, 2015 as Instrument No. 20150354041 of Official Records. Rrst American Title Order Number: NHSC-5243541 (06) Page Number: 7 33. An easement for underground facilities and appurtenances for the transmission and distribution of electricity, communication facilities, and appurtenances and incidental purposes, recorded October 30, 2015 as Instrument No. 2015-0568292 of Official Records. In Favor of: Affects: San Diego Gas & Electric Company, a corporation As described therein 34. An easement for underground facilities and appurtenances for the transmission and distribution of electricity, communication facilities, and appurtenances and incidental purposes, recorded February 4, 2016 as Instrument No. 2016-0050080 of Official Records. In Favor of: Affects: San Diego Gas & Electric Company, a corporation As described therein 35. Rights of the public in and to that portion of the land lying within any Road, Street, Alley or Highway. 36. Rights of parties in possession. Prior to the issuance of any policy of title insurance, the company will require: 37. With respect to Presidio Cornerstone QC, LLC, a Delaware limited liability company: a. A copy of its operating agreement and any amendments thereto; b. If it is a califomia limited liability company, that a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) be recorded in the publlc records; c. If it is a foreign limited liability company, that a certified copy of its application for registration (LLC-5) be recorded in the public records; d. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, that such document or instrument be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such document must be exewted by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. e. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require First American Title Order Number: NHSC-5243541 (06) Page Number: 8 ------------------------------- INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration dause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration dause that may be included, contact the office that Issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. General and special taxes and assessments for the fiscal year 2015~2016. First Installment: $35,325.71, PAID Penalty: $0.00 Second Installment: $35,325.71, PAID Penalty: $0.00 Tax Rate Area: 09014 A. P. No.: 167-040-11-00 Affects: The land and other property. 2. General and special taxes and assessments for the fiscal year 2015-2016. First Installment: $214,641.34, PAID Penalty: $0.00 Second Installment: $214,641.34, PAID Penalty: $0.00 Tax Rate Area: 09014 A. P. No.: 167-040-21-00 Affects: The land and other property. 3. Supplemental taxes for the fisc.al year 2014-2015 assessed pursuant to Chapter 3.5 commencing with Section 75 of the (alifornia Revenue and Taxation Code. First Installment: Penalty: $77,777.04, PAID $0.00 second Installment: $77,777.04, PAID $0.00 Penalty: Tax Rate Area: A. P. No.: Affects: 09014 849-518-96-54 The land and other property. First AmeriCiln Title Order Number: NHSC-5243541 (06) Page Number: 9 4. This report is preparatory to the issuance of an ALTA Loan Policy. We have no knowledge of any fact which would preclude the issuance of the policy with CLTA endorsement forms 100 and 116 and if applicable, 115 and 116.2 attached, provided a valid notice of completion is recorded in the public records. When issued, the Cl TA endorsement form 116 or 116.2, if applicable will reference a(n) Single Family Residence known as No Situs Found, Carlsbad, California, . 5. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: A document recorded February 4, 2015 as Instrument No. 2015~0049269 of Official Records. From: McMillin QC2, LLC, a Delaware limited liability company To: Presidio Cornerstone QC, LLC, a Delaware limited liability company 6. It appears that a work of improvement is in progress or recently completed on the land. The Company will require various documents and information, induding but not limited to a completed mechanics' lien risk analysis, construction contract(s), lien waivers, loan agreement, disbursement information, executed indemnity agreement and current financial information from proposed indemnitors, in order to determine whether mechanics' lien insurance can be issued. Other requirements may be made following the review of such documents and information. The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage Is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. Rrst American Title Order Number: NHSC-5243541 (06) Page Number: 10 Arst American Title COmpany , .. " ' "'' ~ Fll'St American Title 1250 Corona Pointe Court, Suite 200 Corona, CA 92879 (951 )256-5880 Fax -(909)476-2401 WIRE INSTRUCTIONS for First American Title Company, Demand/Draft Sub~Escrow Deposits Riverside County, talifomla First American Trust,. FSB 5 First American Way Santa Ana, CA 92707 Banking Services: (877) 600-9473 ABA 122241255 Credit to First American Title company AccountNo.3097840000 Reference Title Order Number 5243541 and Title Officer Dianne Livingston Please wire the day before recording. Rrst American TJtle Order Number: NHSC-5243541 (06) Page Number: 11 LEGAL DESCRIPTION Real property in the Oty of Carlsbad, County of San Diego, State of California, described as follows: LOT 4 OF THE CARLSBAD TRACT CT 11-04, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16038, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, JULY 10, 2015. APN: 167-040-46-00 First American Title NOTICE Order Num'ber: NHSC-5243541 (06) Page Number: 13 Section 12413.1 of the (alifomia Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. First American Tttle EXHIBIT A Order Number: NHSC-5243541 (06) Page Number: 14 LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS {BY POUCY TYPE) CLTA/ALTA HOMEOWNER'S POUCY OF Tm..£ INSURANCE (02-03-10) EXCWSJONS In addition to the Exceptions in Schedule B, You are not Insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violatioo of those portions of any law or government regulation concerning: {a) building; (d) Improvements on the Land; {b) zoning; (c) land use; (e) land division; and (f) environmeotal protection. This Exdusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exdusion does not limit the coverage clesoibed in C.overed Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage desaibed in Covered Risk 17. 4. Risks: (a) that are aeated, allowed, or agreed to by You, whether or not they are recorded In the Public Records; (b) that are Known to You at the Polley Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first OCOJr after the Policy Date -this does not llmlt the cove-age described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Trtle. 6. Ladt of a right: (a) to any land outside the area spedfically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Tttle to You is invalid as a preferential transfer or as a fraudulent transfer or conveyarw::e under federal bankruptcy, state Insolvency, or similar creditors' rights laws. UMITATJONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's C.overage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductiblf Amount Covered Risk 16: 1 % of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 19: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21: 1 % of Policy Amount or $2,500.00 (whichever is less) Our Maximum Dollar Umit of UabHttx $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TinE INSURANCE POUCY (6-1-87) EXCWSJONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This inducles building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exduston does not apply to violations or the enforcement of these matters which appear In the public records at Polic.y Date. Rrst Amerialn Title Order Number: NHSC-5243541 (06) Page Number: 15 This exduslon does not limit the zoning coverage described in Items 12 and 13 of Covered rrHe Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears In the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records (c) that result in no loss to you (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to In Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not Hmlt the aa:ess coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POUCY (06-17-o&) EXCLUSIONS FROM COVERAGE The following matters are expressly exduded from the coverage of this policy, and the company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of 1!Kff improvement erected on the Land; (iii) the subdMsion of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Coveted Risk 5. (b) Any governmental police power. This Exdusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion doe.soot modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recOfded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Oaimant prior to the date the Insured Claimant became an Insured under this policy; {c) resulting in no loss or damage to the Insured Claimant; {d) attaching or created StJbsequent to Date of Policy {however, this does not modify or limit the coverage proviclecl under Covered Risk 11, 13, or 14); or {e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the InStJred Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing~ business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolveocy, or similar creditors' rights laws, that the transaction a-eating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments Imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exdusion does not modify or limit the coverage provided under Covered Risk ll(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exdusions from Coverage, the Exceptions from Coverage in a standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the reoords of any taxing authority that levies taxes or assessments on real property or bv the Public Recotds: (bl Droceedinqs bv a l'.llt>lic aQentV that mav result in taxes or assessments, or notices of such Rrst American Tttle ' ' Order Number: NHSC-5243541 (06) Page Number: 16 proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, Interests, or claims that are not shown by the Public Records but that could be ascertained by an Inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any enaoachment, encumbrance, violation, variation, or adverse circumstance affecting the nt1e that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reseMtions or exceptions in patents or in Acts authorizing the issuance thereof; {c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shcmn by the Public Records. 6. Any lien or right to a Hen for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POUCY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this polk.y, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (indudlng those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; {iii) the subdMsion of land; or {iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exduslon l(a) does not modify or limit the cova-age provided under Covered Risk 5. (b) Any governmental police power. This Exdusion l{b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse dalms, or other matters {a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Oaimant and not disck>sed In writing to the Company by the Insured Claimant prior to the date the Insured Claimant bec.ame an Insured under this policy; (c) resulting in no loss or damage to the Insured Oaimant; {d) attaching or created subsequent to Date of Policy (however, this 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 the Insured Claimant had paid value for the Title. 4. Any dafm, by reason of the operation of federal bankruptcy, state Insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes Of assessments imposed by !J()','ernmental authority and created or attaching between Date of Policy and the date of recording of the deed or other Instrument of transfer In the Public Records that vests Title as shown in Schedule A. The above polk.y form may be is.sued to afford either standard Coverage or Extended Coverage. In addition to the above Exdusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy doe,; not insure against loss or damage {and the Company will oot pay costs, attorneys' fees or expenses) that arise by reason of: 1. {a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or daims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or enrumbrances, or daims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse cirrumstance affecting the ntle that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Reooros. 5. (a) Unpatented mining daims; (b) reservations or exceptions in patents or in Acts authorizing the Issuance thereof; (c) water rights, claims or title ID water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right ID a lien for savices, labor or material not shown by the public recon:ls. Rrst American TlUe ALTA di-ANDED COVERAGE RESIDfNTIAL LOAN POUCY (01'-.d--10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, oosts, attorneys' fees, or expenses that arise by reason of: L (a) Any law, ordinance, permit, or governmental regulation (induding those relating to building and zoning) restricting, regulating, prohibiting, or relating to (I) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdMsion of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exdusion t(a) does not modify or limit the c.overage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. {b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; {b) not Known to the Company, not recorded in the Publk: Records at Date of Policy, but Known to the Insured Claimant and not disclosed in wtltlng to the Company by the Insured Claimant prior to the date the Insured Oaimant became an Insured under this policy; {c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceabllity in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided In Covered Risk 26. 6. Any clalm of Invalidity, unenforceabillty or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown In Schedule A Is no longer the owner of the estate or Interest covered by this policy. This Exdusion does not modify Of limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments Imposed by governmental authority and created or attaching subsequent to Date of Polley. This Exdusion does not modify or limit the coverage provided In Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any daim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. Rrst American Title ~ I First American 1itle --We An Committed te Safeguarding CWitolMr Information In order to better serw I""-"" needs row and In the future, we may ask you to provide us wllll certain lntormatlon. We uooerstand that yw may be wncemed about whit we will do with such lnformallon -partlculart,, any personal or financial infurmation. We agree that you h.we a rlg,ht to llnow how we wNI utilize the personal Information voo ptOYide bl us. Then!fon!, l<>gelher with our subsidiaries we have adopted this Pnv.,cy PolicV to govern the use and handling ol your personal Information. AppllcabllltJ This P,tvocy Pol,:Y gc,,ems our use ol the Information that \IOU prov'1e to = It does not <J[M'l'l1 the 1T111nner In whidl we may use In~ we have obt,r,ed from anv other scu:ce, such as infurrmtion obtained from a public r«lll'd or from another person or entity. Arst Americar> has also adopted broader guk!elnes that goYefll our use of pe-sooal infurmatloo regamie,.,; of Its-~- First American Cills these guidelinl!S Its Fair Information Values. ,,,_.,, .......... Oeperdlng upon whlctl ol our ser.ices you ""' utiliziog, the types of nonpublc pe,,;oo,al infonnation that we "'ill' collect Incl.Idle: • Informiltlon we recellle from \IOO on applications, fonns and In othef commun.:atloos ID us, whether In writing, In person, by telephone or any ether """'ns; • Information about yw,, tra11511dions with us, wr ilfflliated mmp1mles, or others; and • Information we teeeM! from a consumer reporting agency . ................... We~ ir'lfol'm!ltlon from voo for cu: own legitimate busne5S putpOSeS and not for the benefit of any nonaflillated party. Therefore, we will not release your lm.lrmation to IIOllilfllllill parties except: {l) as """"5SIIO)' for us to prtwide the pmdud: or service you have requested of us; or {2) as permitted by a;,,,, We mav, however, ston! such lnformallon lndefif1itely, Including the pl!l1od after which any customer relatooshlp has ceased. SUch lnfoollatlon may be used for any lnffl"lllll purpose. such as quality cootml effbrts or cuslllmer a11111ysis. We may also prow:te ill r:J the types of nonpubNc personal rlomi.,t;k,,n fisted 111.x.Ml to one or more of our affiliated comp;,nies. SUch !lll'lllatell companies ndude flnanclal service proYk1ers. such as title lnsutets, property and =lty Insurers, and trust and Investment advisory companies, or companies Involved In reel estate services, such as app111lsal companies, home wam,nty companies and escrow companies. Furthemlore, we may also provide all the Information we cokct, as desa1be;j ilboYe, to companies that pelform marketing services on our behalf, on behi!W or our affllated companjes or to other finandill institutions with whom we or wr affillated comp;,,.,. have joint mari<f!ting agreements . ...,_,._ Even f you are no longer our custanet, 011t PrMcy Ptllcy will C0lltnle to apply to you. Confldentlallty and SeQirfty We wiH use out best etrorts to ensure that oo unauUlorized parties have access to any or your Information. We n!Slrlct ilCCe5S to nonpublic personal ilfonnation atxiut you to those lndlYlduals and entitles who fleed to know that Information to provide prodlllcts or services to you. We will use cu best efforts to train and oo,ersee our employees and agents to ensure that .,.._.-lnformiltion will be handled ~ly and In llttlll'd¥ote with tt-.s Privacy Policy and Rrst Amerlcan"s Fair Information Val.ies. We currently milintaln physical, electronic, and procedural safeguards that ~ wlh federal regulations to guard your nonpublc personal lrlomlation. tnfonMtlon Obtained Through Our Web 51111 Rrst American Rnancial Corporation is sensitive to pnvacy issues on the Intemet. We bellew Jt is Important you know how we treat the lnfllmlatlon about you we receive on the Internet. In general, you an vi!il: First American or Its affiliates' Wd> sites on the World Wide Web wttrout telling us who you are or revealing any lnfoonatlon about vau,self. our Web servers coled the domain names, not the e-mail addresses, or visitors. This lnf0rmatlon is aggregated to """'5Ul! the oomber or vlsit:s, average time spent on the site, pages viewed and similar ~-First Americ-lln uses this Information to rnel!SUft! the use or our !ate and to develop kleas to irrVOYe the oontent or our site. There are tones, oowever, when we may r-.:1 lnformilllon from you, such as your name and email address. When lnforma!lon is needed, we wwt """our best efforts to 11!1: you know at the tm,, of collection how we will use the personal Information. Usually, the per.;onal nfonnatlon we rnllfd. is used only by us to r,spond to yoor Inquiry, pra::es ;,n order or ;,low you to access specific account/profile Information. If yoo choose to share anv personal lnf0lmatioo with us, we will only use It in accordance with the polcles outlned aboYe. 11w1-~ .... Rrst American Financial Col'poratlon's site and Its affiliates' sites mav contain lints to other Web sites. While we try to link only to sites that shal"e oor high standards and respect l0r prtyacy, we are not responst,le for the content or the pliYacy practices employed by other 5115 Coo- Some or First American's Web sites may make use of "cookie" technology to measure site actMt'/ and to customize Information to your personal tastes. A cookie is an element or data that a Web site can send to your browser, which mayU-store the cookie on y.....-hard drive. FlrstAm corn uses stored rookies. The goal of INs lechnolog',' Is to better ser,e you when vW1g our site, save you time when you ara here and to prcMde yoo with a more meaningful and productive Web site expeneoce. ·······-·--·------ fair lnformlltlon V■luel Fill._ We consider o:nsumer expectations about their pr!Yaty in i!II oor businesses. We only olff'r produd:!l and services that assure a favorable ~lance ~ COllSI.OTlel" t,,,,eftts and a,nsumer -· Publlc ~ We belleYe that an open pubic record aem,s significant Ylllue l0r society, enhances consumer d10k:e and aeates ronsumer opportunltV, We acttv.t,, support an open publlc record and emphasize b Importance and a'll1tributlon to our economy. UN We belieYe we should behave responslblv when we use lnformat!on about a consumer In our busloess. We will obey the laws g<)Y8Tllng the a>lledion, use and d~llon d data. Accuracy We wil take reasonable steps to help assure the acancy of the datil we collect, use and disseminate. Where posst)le, we will take reasonable steps to correct inaa:urate lnfurmation. 'Mien, as with the public record, we cannot correct Inaccurate Information, we wil take an reasonable steps to assist consumers In lclent:ifylng the soun:e of the erroneous data so that the a,nsumer can 5eO.O"e the required corrections. Education We endeavor to educate the users or wr products ind....-, wr employ<aes and othefS In our Industry ilbOllt the lmportanee of consumer pr!Yocy. we will lnstn.ict our empk,yees on our fair lnformatbi values and on the responsible colledlon and use or dmi. We wll ~ others In our industry to rollec:t and use Information In a responsible manner. Seairfty We wil maintain appropriate faciltles and systemS to protect il9illost unauthorized access to aod corruption of the dab! we malnl;,ln. Form SO•PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 Arst American Roancial Corporalion) Aaron Parker, P.E. SB&O. Inc. PLANNING AREA R-4 IEastl R-4 (West: Subtotal R-4 (East) R-4 /West: Subtotal Difference AMOUNT TRIP RATE* 125 DU 8/DU 63 DU 10/DU 149 DU 8/0U 560U 10/0U TABLE 1 Project Trip Generation Oriainal Proiact AM PEAK HOUR ADT ,.. # 1/0 IN 1,000 8 80 2:8 8 630 8 50 3:7 15 1630 130 23 Pror osed Pr oe<t 1,192 8 95 2:8 19 560 8 50 3:7 15 1 752 145 34 122 15 11 "Source: SANDAG Brief Guide Vehicular Traffic Generation Rate, For the San Diego Region, April 2002. ••Note: Trip rate adjusted to account for possible 30 chlld day-care facility (5 trips/ child x 30" 150 ADTI. I/ 0 •Inbound/ Outbound ratio. Quany2 © Urban Systems Associates, Inc. July /4, 20 I 5 PM PEAK HOUR OUT ,.. # "0 IN OUT 72 10 100 7:3 70 30 35 10 63 7:3 44 19 107 163 114 49 76 10 119 7:3 83 36 35 10 56 7:3 39 17 111 175 123 53 4 12 9 4 Creek R4 Memo 8451 Mira/ani Dr., Suite A• San Diego, CA 92126 • (858) 560-4911