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HomeMy WebLinkAboutPIP 05-18; OPUS POINT LOTS 23 & 24; Planned Industrial Permit (PIP)• SCHEDULE A Order No: 53010762 U13 Your Ref: LOT 23, MAP 15013 1. The estate or interest in the land hereinafter described or referred to covered by this report is: A FEE 2. Title to said estate or interest at the date hereof is vested in: OPUS WEST CORPORATION, A MINNESOTA CORPORATION 3. The land referred to in this report is situated in the State of California, County of SAN D I EGO and is described as follows: LOT 23 CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, ACCORDING TO MAP THEREOF NO. 15013, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 3, 2005 AS FILE NO. 2005-371022 OF OFFICIAL RECORDS. APN: 221-880-11 PREA -10/31/97bk SCHEDULE B Page 1 Order No: 53010762 U13 Your Ref: LOT 23, MAP 15013 At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: A 1. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. B 2. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS C SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 16, 1977 AS FILE NO. 77-333570, OFFICIAL RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. o 3. THE TERMS, CONDITIONS AND EASEMENTS, IF ANY, SET FORTH IN A ROAD MAINTENANCE AGREEMENT, RECORDED FEBRUARY 27, 1978 AS FILE NO. 78-076066 OF OFFICIAL RECORDS. E 4. AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: BY AND BETWEEN: RECORDED: REGARDING: FEBRUARY 2, 1982 SANDRU, RUBEL AND BELSAN INVESTMENT CORPORATIONS, THREE CORPORATIONS AND THE CITY OF CARLSBAD FEBRUARY 16, 1982 AS FILE NO. 82-041594 OF OFFICIAL RECORDS PAYMENT OF A PUBLIC FACILITIES FEE REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. F 5. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS G PREB -10/31/97bk SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: THE CITY OF VISTA SEWER LIFT STATION AND SEWER PIPE LINES, MAINS, MANHOLES, SEWER LATERAL PIPES AND PIPE LINES AND INCIDENTAL PURPOSES OCTOBER 2, 1986 AS FILE NO. 86-441910, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND Page 2 SCHEDULE B ( continued) Order No: 53010762 U13 Your Ref: LOT 23, MAP 15013 AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. H 6. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: ASSESSMENT DISTRICT NO. 86-1 RACEWAY BASIN ASSESSMENT DISTRICT DIAGRAM AMENDED DECEMBER 9, 1994 AS FILE NO. 1994-0705321 OF OFFICIAL RECORDS 7. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: BOUNDARY MAP ANNEXATION NO. 02/03-03 COMMUNITY FACILITIES DISTRICT NO. 1 CITY OF CARLSBAD, COUNTY OF SAN DIEGO ASSESSMENT DISTRICT BOUNDARY MARCH 14, 2003 AS FILE NO. 2003-0289326 OF OFFICIAL RECORDS J AMENDMENT TO THE NOTICE OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) WAS RECORDED MARCH 14, 2003 AS FILE NO. 2003-0289329 OF OFFICIAL RECORDS. K 8. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JUNE 6, 2003, EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND J.E. ADAMS, INC., A CALIFORNIA CORPORATION, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JUNE 13, 2003 AS FILE NO. 2003-0701717 OF OFFICIAL RECORDS. L 9. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JULY 23, 2003, EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND PALOMAR FORUM ASSOCIATES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 24, 2003 AS FILE NO. 2003-0884893 OF OFFICIAL RECORDS. M 10. NOTICE OF RESTRICTION ON REAL PROPERTY WAS RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109894 OF OFFICIAL RECORDS. N REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. o 11 . A DOCUMENT ENTITLED "NOT I CE AND WA I VER CONCERN I NG PROXIMITY OF THE PLANNED PRELIMBC-9/23/93bk OR EXISTING PALOMAR AIRPORT ROAD AND MELROSE DRIVE TRANSPORTATION CORRIDOR($) COASE NO: CT 98-10", EXECUTED BY LSOF CARLSBAD LAND, L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED FEBRUARY 11, Page 3 SCHEDULE B ( continued) Order No: 53010762 U13 Your Ref: LOT 23, MAP 15013 2004 AS FILE NO. 2004-0109898 OF OFFICIAL RECORDS. P 12. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", EXECUTED BY LSOF CARLSBAD LAND LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494021 OF OFFICIAL RECORDS. o 13. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494124 OF OFFICIAL RECORDS. R 14. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", DATED OCTOBER 19, 2003, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005, AS DOCUMENT NO. 2005-0054704, OFFICIAL RECORDS. s 15. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", DATED OCTOBER 19, 2004, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005, AS DOCUMENT NO. 2005-0054705, OFFICIAL RECORDS. T 16. THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID TRACT. AFFECTS: LIONSHEAD DRIVE SAID LAND HOWEVER, ABUTS UPON A PUBLIC THOROUGHFARE OTHER THAN THE ROAD REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. u 17. EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW. MAP OF: EASEMENT PURPOSE: AFFECTS: CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO. 15013 SIGHT DISTANCE CORRIDOR, PROPOSED PRIVATE DRAINAGE AND STORM DRAIN AS SHOWN ON MAP NO. 15013 v 18. THE FOLLOWING RECITAL AS CONTAINED ON CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO: 15013 PRELIMBC-9/23/93bk Page 4 SCHEDULE B ( continued) Order No: 53010762 U13 YourRef: LOT 23, MAP 15013 NO STRUCTURE, FENCE, WALL, TREE, SHRUB, SIGN OR OTHER OBJECT OVER 30 INCHES ABOVE THE STREET LEVEL MAY BE PLACED OR PERMITTED TO ENCROACH WITHIN THE AREA IDENTIFIED AS A SIGHT DISTANCE CORRIDOR IN ACCORDANCE WITH CITY STANDARD PUBLIC STREET-DESIGN CRITERIA, SECTION 8.B.3 THE UNDERLYING PROPERTY OWNER SHALL MAINTAIN THIS CONDITIONS. w 19. A MEMORANDUM OF PURCHASE RIGHTS MADE AS OF APRIL 1, 2005, BETWEEN FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ("SELLER"), AND OPUS WEST CORPORATION, A MINNESOTA CORPORATION RECORDED APRIL 4, 2005 AS FILE NO. 2005-0269515 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. x 20. A DOCUMENT ENTITLED "WAIVER AND CONSENT TO CREATION OF A COMMUNITY FACILITIES DISTRICT AND AGREEMENT TO PAY FAIR SHARE COST OF CT 98-10 ("AGREEMENT")", DATED DECEMBER 2, 2004 EXECUTED BY FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 3, 2005 AS FILE NO. 2005-0371021 OF OFFICIAL RECORDS. AMENDMENT NO. 1 TO WAIVER AND CONSENT TO CREATION OF THE COMMUNITY FACILITIES DISTRICT (CT 98-10), FENTON RACEWAY LLC, RECORDED NOVEMBER 4, 2005 AS FILE NO. 2005-0964620 OF OFFICIAL RECORDS. v 21. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND. MATTERS AFFECTING THE RIGHTS OF SAID PARTIES ARE NOT SHOWN HEREIN. z 22. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND OR BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF. AD 23. THE MATTERS SET FORTH IN THE DOCUMENT SHOWN BELOW WHICH, AMONG OTHER THINGS, CONTAINS OR PROVIDES FOR: CERTAIN EASEMENTS; LIENS AND THE SUBORDINATION THEREOF; PROVISIONS RELATING TO PARTITION; RESTRICTIONS ON SEVERABILITY OF COMPONENT PARTS; AND COVENANTS, CONDITIONS AND RESTRICTIONS, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, -AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW. RECORDED: OCTOBER 24, 2005 AS FILE NO. 2005-0917104 OF OFFICIAL RECORDS. AE 24. COVENANTS, CONDITIONS AND RESTRICTIONS BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW AS SET FORTH IN THE DOCUMENT PREUMBC-9/23/93bk Page 5 SCHEDULE B ( continued) Order No: 53010762 U13 Your Ref: LOT 23, MAP 15013 RECORDED: NOVEMBER 3, 2005 AS FILE NO. 2005-0958611 OF OFFICIAL RECORDS. AF 25. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS RESERVED IN A DOCUMENT (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) PURPOSE: RECORDED: AFFECTS: SIGN AREAS, STREET LANDSCAPING AREAS, INSPECTION AND ENFORCEMENT AND RE-ENTRY NOVEMBER 3, 2005 AS FILE NO. 2005-958611 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. AA END OF SCHEDULE B AB NOTE NO. 1: YOUR OPEN ORDER REQUEST INDICATES THAT A LIMITED LIABILITY COMPANY WILL BE ACQUIRING, ENCUMBERING OR CONVEYING REAL PROPERTY IN YOUR TRANSACTION. UNDER THE PROVISIONS OF "THE CALIFORNIA LIMITED LIABILITY ACT, EFFECTIVE SEPTEMBER 30, 1994" THE FOLLOWING WILL BE REQUIRED: 1. A COPY OF THE ARTICLES OF ORGANIZATION (AND ALL AMENDMENTS, IF ANY) THAT HAS BEEN FILED WITH THE SECRETARY OF STATE. 2. THE REQUIREMENT THAT THIS COMPANY BE PROVIDED WITH A COPY OF THE OPERATING AGREEMENT. THE COPY PROVIDED MUST BE CERTIFIED BY THE APPROPRIATE MANAGER OR MEMBER THAT IT IS A COPY OF THE CURRENT OPERATING AGREEMENT. 3. IF THE LIMITED LIABILITY COMPANY IS MEMBER-MANAGED THEN THIS COMPANY MUST BE PROVIDED WITH A CURRENT LIST OF THE MEMBER NAMES. FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AC TR 1AMEND/MAS PRELIMBC-9/23/93bk Notice You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refinanced residential property in California between May 19, 1995 and November 1, 2002. If you had more than one qualifying transaction, you may be entitled to multiple discounts. If your previous transaction involved the same property that is the subject of your current transaction, you do not have to do anything; the Company will provide the discount, provided you are paying for escrow or title services in this transaction. If your previous transaction involved property different from the property that is subject of your current transaction, you must inform the Company of the earlier transaction, provide the address of the property involved in the previous transaction, and the date or approximate date that the escrow closed to be eligible for the discount. Unless you inform the Company of the prior transaction on property that is not the subject of this transaction, the Company has no obligation to conduct an investigation to determine if you qualify for a discount. If you provide the Company information concerning a prior transaction, the Company is required to determine if you qualify for a discount. AGN •• 11/22/04 AA Attached to Order No. 053010762 CLTA PRELIMINARY REPORT FORM Exhibit A (Revised 01 /04/02) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (ii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement there of or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the pubic records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens. encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof which 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. 5. Any claim which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. CLTASCP1 -03/20/02 AA Attached to Order No. 053010762 CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 (Continued) EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART 1 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests. or claims which are not shown by the public records but which could be ascertained by an inspection of the land which or which may be asserted by persons in thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. s. (a) Unpatented mining claims; {b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. CLTASCP2 -03/20/02 AA Attached to Order No. 053010762 CLTA HOMEOWNER'$ POLICY OF TITLE INSURANCE (6/2/96) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/17/98) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning a. b. c. d. e. f. building zoning Land use improvements on the Land Land division environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless 4. a. notice of exercising the right appears in the public records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the land without Knowing of the taking. Risks: a. b. c. d. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date: that result in no loss to You; or that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7,8.d, 22, 23, 24 or 25. s. Failure to pay value for YOUR Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. CLTAHOP •• 03/20/02 AA Attached to Order No. 053010762 AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule 8, 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 governmental regulation. This includes building and zoning ordinances and also laws and regulations concerning: land use improvements on the land land division environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 d Covered Title Risks. 2. The right to take the land by condemning it, unless: a notice of exercising the right appears in the public records on the Policy Date the taking happens prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: that are created, allowed, or agreed to by you that are known to you, but not to us, on the Policy Date -unless they appear in the public records that result in no loss to you 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: to any land outside the area specifically described and referred to in Item 3 of Schedule A OR in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AL TARTIP -03/20/02 AA Attached to Order No. 053010762 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations)restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was part; or (iv) environmental protection, or the effect of any violation of thes laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Data of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to • assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness to comply with applicable doing business laws of the state in which the land b situated 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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. ALTALPE1 •• 03/20/02 AA Attached to Order No. 053010762 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE (CONTINUED) 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is baaed on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the doctrine of (iii) equitable subordination; or the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices, of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens, or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or. any other facts which a correct survey would disclose, and which are not shown by the public records. s. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under {a), (b) or {c) are shown by the public records. ALTALPE2 •• 03/20/02 AA Attached to Order No. 053010762 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage. costs, attorneys fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvements now or hereafter erected on the Land ; (iii) a separation in ownership or a change in the dimensions or areas of the Land or any parcel of which the Land is or was a part; or (ii)environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This excl,sion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the Public Records at Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects, liens, encubrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; {b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss damage to the Insured Claimant; {d) attaching or created subsequent to Date of Policy (this paragraph does limit the coverage provided under Covered Risks 8, 16, 18, 19, 20, 21, 22 ,23, 24, 25 and 26); or (e) resulting in loss or damage which 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 the Insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforceability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth in lending law. AL TAERL 1 •• 03/20/02 AA Attached to Order No. 053010762 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) (Continued) 6. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26. 7. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the title, the existence of which are Known to the Insured at: (a) The time of the advance; or (b) the time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. ALTAERL2 •·03/20/02AA Attached to Order No. 0530107 62 AMERICAN LAND TILLE ASSOCIATION OWNER'S POLICY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations)restricting, regulating, prohibiting or relating to {i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged affecting the land has been recorded in the pubic records at Date of Policy. 2. (b) Any governmental police power not excluded by (a) above, except to the extent notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be biding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Data of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. ALTAOPL1 -03/20/02AA Attached to Order No. 0530107 62 AMERICAN LAND TILLE ASSOCIATION OWNER'S POLICY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) (Continued) The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. ALTAOPL2-03/20/02 AA • SCHEDULE A Order No: 53010763 U13 Your Ref: LOT 24, MAP 15013 1. The estate or interest in the land hereinafter described or referred to covered by this report is: A FEE 2. Title to said estate or interest at the date hereof is vested in: OPUS WEST CORPORATION, A MINNESOTA CORPORATION 3. The land referred to in this report is situated in the State of California, County of SAN D I EGO and is described as follows: LOT 24 CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, ACCORDING TO MAP THEREOF NO. 15013, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 3, 2005 AS FILE NO. 2005-371022 OF OFFICIAL RECORDS. APN: 221-880-12 PREA -10/31/97bk SCHEDULE B Page 1 Order No: 53010763 U13 Your Ref: LOT 24, MAP 15013 At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: A 1. INTENTIONALLY OMITTED s 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. AD 3. INTENTIONALLY OMITTED E 4. THE TERMS, CONDITIONS AND EASEMENTS, IF ANY, SET FORTH IN A ROAD MAINTENANCE AGREEMENT, RECORDED FEBRUARY 27, 1978 AS FILE NO. 78-076066 OF OFFICIAL RECORDS. F 5. AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: BY AND BETWEEN: RECORDED: REGARDING: FEBRUARY 2, 1982 SANDRU, RUBEL AND BELSAN INVESTMENT CORPORATIONS, THREE CORPORATIONS AND THE CITY OF CARLSBAD FEBRUARY 16, 1982 AS FILE NO. 82-041594 OF OFFICIAL RECORDS PAYMENT OF A PUBLIC FACILITIES FEE REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. G 6. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: ASSESSMENT DISTRICT NO. 86-1 RACEWAY BASIN ASSESSMENT DISTRICT DIAGRAM AMENDED DECEMBER 9, 1994 AS FILE NO. 1994-0705321 OF OFFICIAL RECORDS H 7. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE PREB -10/31/97bk ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: BOUNDARY MAP ANNEXATION NO. 02/03-03 COMMUNITY FACILITIES DISTRICT NO. 1 CITY OF CARLSBAD, COUNTY OF SAN DIEGO ASSESSMENT DISTRICT BOUNDARY MARCH 14, 2003 AS FILE NO. 2003-0289326 OF OFFICIAL RECORDS AMENDMENT TO THE NOTICE OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) WAS Page 2 SCHEDULE B ( continued) Order No: 53010763 U13 YourRef: LOT 24, MAP 15013 RECORDED MARCH 14, 2003 AS FILE NO. 2003-0289329 OF OFFICIAL RECORDS. J 8. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JUNE 6, 2003, EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND J.E. ADAMS, INC., A CALIFORNIA CORPORATION, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JUNE 13, 2003 AS FILE NO. 2003-0701717 OF OFFICIAL RECORDS. K 9. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JULY 23, 2003, EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND PALOMAR FORUM ASSOCIATES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 24, 2003 AS FILE NO. 2003-0884893 OF OFFICIAL RECORDS. L 10. NOTICE OF RESTRICTION ON REAL PROPERTY WAS RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109894 OF OFFICIAL RECORDS. M REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. N 11 . A DOCUMENT ENTITLED "NOT I CE AND WA I VER CONCERN I NG PROXIMITY OF THE PLANNED OR EXISTING PALOMAR AIRPORT ROAD AND MELROSE DRIVE TRANSPORTATION CORRIDOR($) COASE NO: CT 98-10", EXECUTED BY LSOF CARLSBAD LAND, L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109898 OF OFFICIAL RECORDS. o 12. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", EXECUTED BY LSOF CARLSBAD LAND LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494021 OF OFFICIAL RECORDS. P 13. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494124 OF OFFICIAL RECORDS. Q 14. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", DATED OCTOBER 19, 2003, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005, AS DOCUMENT NO. 2005-0054704, OFFICIAL RECORDS. R 15. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", DATED PRELIMBC-9/23/93bk OCTOBER 19, 2004, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005, AS DOCUMENT NO. 2005-0054705, OFFICIAL RECORDS. Page 3 SCHEDULE B ( continued) Order No: 53010763 U13 Your Ref: LOT 24, MAP 15013 s 16. THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID TRACT. AFFECTS: LIONSHEAD DRIVE SAID LAND HOWEVER, ABUTS UPON A PUBLIC THOROUGHFARE OTHER THAN THE ROAD REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. T 17. EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW. MAP OF: EASEMENT PURPOSE: AFFECTS: CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO. 15013 SIGHT DISTANCE CORRIDOR AS SHOWN ON MAP NO. 15013 u 18. THE FOLLOWING RECITAL AS CONTAINED ON CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO: 15013 NO STRUCTURE, FENCE, WALL, TREE, SHRUB, SIGN OR OTHER OBJECT OVER 30 INCHES ABOVE THE STREET LEVEL MAY BE PLACED OR PERMITTED TO ENCROACH WITHIN THE AREA IDENTIFIED AS A SIGHT DISTANCE CORRIDOR IN ACCORDANCE WITH CITY STANDARD PUBLIC STREET-DESIGN CRITERIA, SECTION 8.8.3 THE UNDERLYING PROPERTY OWNER SHALL MAINTAIN THIS CONDITIONS. v 19. A MEMORANDUM OF PURCHASE RIGHTS MADE AS OF APRIL 1, 2005, BETWEEN FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ("SELLER"), AND OPUS WEST CORPORATION, A MINNESOTA CORPORATION RECORDED APRIL 4, 2005 AS FILE NO. 2005-0269515 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. w 20. A DOCUMENT ENTITLED "WAIVER AND CONSENT TO CREATION OF A COMMUNITY FACILITIES DISTRICT AND AGREEMENT TO PAY FAIR SHARE COST OF CT 98-10 ("AGREEMENT")", DATED DECEMBER 2, 2004 EXECUTED BY FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 3, 2005 AS FILE NO. 2005-0371021 OF OFFICIAL RECORDS. AMENDMENT NO. 1 TO WAIVER AND CONSENT TO CREATION OF THE COMMUNITY FACILITIES DISTRICT (CT 98-10) FENTON RACEWAY LLC, RECORDED NOVEMBER 4, 2005 AS FILE NO. 2005-0964620 OF OFFICIAL RECORDS. AC 21. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT PREUMBC-9/23/93bk Page 4 SCHEDULE B ( continued) OrderNo: 53010763 U13 Your Ref: LOT 24, MAP 15013 GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS AND ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS SEPTEMBER 7, 2005 AS FILE NO. 2005-0774506, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. x 22. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND. MATTERS AFFECTING THE RIGHTS OF SAID PARTIES ARE NOT SHOWN HEREIN. v 23. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND OR BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF. AE 24. THE MATTERS SET FORTH IN THE DOCUMENT SHOWN BELOW WHICH, AMONG OTHER THINGS, CONTAINS OR PROVIDES FOR: CERTAIN EASEMENTS; LIENS AND THE SUBORDINATION THEREOF; PROVISIONS RELATING TO PARTITION; RESTRICTIONS ON SEVERABILITY OF COMPONENT PARTS; AND COVENANTS, CONDITIONS AND RESTRICTIONS, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR,· RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW. RECORDED: OCTOBER 24, 2005 AS FILE NO. 2005-0917104 OF OFFICIAL RECORDS AF 25. COVENANTS, CONDITIONS AND RESTRICTIONS BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW AS SET FORTH IN THE DOCUMENT RECORDED: NOVEMBER 3, 2005 AS FILE NO. 2005-0958611 OF OFFICIAL RECORDS AG 26. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS RESERVED IN A DOCUMENT (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) PURPOSE: RECORDED: AFFECTS: PREUMBC-9/23/93bk SIGN AREAS, STREET LANDSCAPING AREAS, INSPECTION AND ENFORCEMENT AND RE-ENTRY NOVEMBER 3, 2005 AS FILE NO. 2005-958611 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. Page 5 SCHEDULE B ( continued) Order No: 53010763 U13 Your Ref: LOT 24, MAP 15013 z END OF SCHEDULE B AA NOTE NO. 1: YOUR OPEN ORDER REQUEST INDICATES THAT A LIMITED LIABILITY COMPANY WILL BE ACQUIRING, ENCUMBERING OR CONVEYING REAL PROPERTY IN YOUR TRANSACTION. UNDER THE PROVISIONS OF "THE CALIFORNIA LIMITED LIABILITY ACT, EFFECTIVE SEPTEMBER 30, 1994" THE FOLLOWING WILL BE REQUIRED: 1. A COPY OF THE ARTICLES OF ORGANIZATION (AND ALL AMENDMENTS, IF ANY) THAT HAS BEEN FILED WITH THE SECRETARY OF STATE. 2. THE REQUIREMENT THAT THIS COMPANY BE PROVIDED WITH A COPY OF THE OPERATING AGREEMENT. THE COPY PROVIDED MUST BE CERTIFIED BY THE APPROPRIATE MANAGER OR MEMBER THAT IT IS A COPY OF THE CURRENT OPERATING AGREEMENT. 3. IF THE LIMITED LIABILITY COMPANY IS MEMBER-MANAGED THEN THIS COMPANY MUST BE PROVIDED WITH A CURRENT LIST OF THE MEMBER NAMES. FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AB TR 1AMEND/MAS PREUMBC-9/23/93bk Notice You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refinanced residential property in California between May 19, 1995 and November 1, 2002. If you had more than one qualifying transaction, you may be entitled to multiple discounts. If your previous transaction involved the same property that is the subject of your current transaction, you do not have to do anything; the Company will provide the discount, provided you are paying for escrow or title services in this transaction. If your previous transaction involved property different from the property that is subject of your current transaction, you must inform the Company of the earlier transaction, provide the address of the property involved in the previous transaction, and the date or approximate date that the escrow closed to be eligible for the discount. Unless you inform the Company of the prior transaction on property that is not the subject of this transaction, the Company has no obligation to conduct an investigation to determine if you qualify for a discount. If you provide the Company information concerning a prior transaction, the Company is required to determine if you qualify for a discount. AGN •• 11/22/04 AA Attached to Order No. 053010763 CLTA PRELIMINARY REPORT FORM Exhibit A (Revised 01 /04/02) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (ii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement there of or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the pubic records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens. encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof which 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. s. Any claim which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. CLTASCP1 •• 03/20/02 AA Attached to Order No. 0530107 63 CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1990 (Continued) EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART 1 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests. or claims which are not shown by the public records but which could be ascertained by an inspection of the land which or which may be asserted by persons in thereof. J. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. s. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. CLTASCP2 -· 03/20/02 AA Attached to Order No. 053010763 Cl TA HOMEOWNER'$ POLICY OF TITLE INSURANCE (6/2/96) ALTA HOMEOWNER'$ POLICY OF TITLE INSURANCE (10/17/98) EXCLUSIONS In addition to the Exceptions in Schedule 8, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning a. b. c. d. e. f. building zoning Land use improvements on the Land Land division environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless a. notice of exercising the right appears in the public records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the land without Knowing of the taking. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date: c. that result in no loss to You; or d. that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7,8.d, 22, 23, 24 or 25. 5. Failure to pay value for YOUR Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A;and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. CLTAHOP •• 03/20/02 AA Attached to Order No. 053010763 AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule 8, 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 governmental regulation. This includes building and zoning ordinances and also laws and regulations concerning: land use improvements on the land land division environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 d Covered Title Risks. 2. The right to take the land by condemning it, unless: a notice of exercising the right appears in the public records on the Policy Date the taking happens prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: that are created, allowed, or agreed to by you that are known to you, but not to us, on the Policy Date -unless they appear in the public records that result in no loss to you 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. s. Lack of a right: to any land outside the area specifically described and referred to in Item 3 of Schedule A OR in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. ALTARTIP •• 03/20/02 AA Attached to Order No. 053010763 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations)restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was part; or (iv) environmental protection, or the effect of any violation of thes laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; {b) not known to the Company, not recorded in the public records at Data of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; {d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness to comply with applicable doing business laws of the state in which the land b situated 5. Invalidity or unenforceability of the lien of _the insured mortgage, or claim thereof, which 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. ALTALPE1 •• 03/20/02AA Attached to Order No. 053010763 AMERICAN LAND TITLE ASSOCIATION LOAN POLICY {10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE (CONTINUED) 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage)arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is baaed on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the doctrine of (iii) equitable subordination; or the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: • 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices, of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens, or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. s. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), {b) or (c) are shown by the public records. ALTALPE2 •• 03/20/02 AA Attached to Order No. 053010763 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage. costs, attorneys fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvements now or hereafter erected on the Land ; (iii) a separation in ownership or a change in the dimensions or areas of the Land or any parcel of which the Land is or was a part; or (ii)environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This excl,sion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14, and 16 of this policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects, liens, encubrances, adverse claims or other matters: (a) (b) (c) (d) (e) created, suffered, assumed or agreed to by the Insured Claimant; not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; resulting in no loss damage to the Insured Claimant; attaching or created subsequent to Date of Policy (this paragraph does limit the coverage provided under Covered Risks 8, 16, 18, 19, 20, 21, 22 ,23, 24, 25 and 26); or resulting in loss or' damage which 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 the Insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforceability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth in lending law. ALTAERL1 --03/20/02AA Attached to Order No. 053010763 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) (Continued) 6. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26. 7. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the title, the existence of which are Known to the Insured at: (a) The time of the advance; or (b) the time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. AL TAERL2 •• 03/20/02 AA Attached to Order No. 053010763 AMERICAN LAND TILLE ASSOCIATION OWNER'S POLICY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations)restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged affecting the land has been recorded in the pubic records at Date of Policy. 2. (b) Any governmental police power not excluded by (a) above, except to the extent notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be biding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) (b) (c) {d) (e) created, suffered, assumed or agreed to by the insured claimant; not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; resulting in no loss or damage to the insured claimant; attaching or created subsequent to Data of Policy; or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. ALTAOPL1 •• 03/20/02AA • Attached to Order No. 053010763 AMERICAN LAND TILLE ASSOCIATION OWNER'S POLICY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) (Continued) The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the following General Instructions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. AL TAOPL2 •• 03/20/02 AA • • • • . •. ----------------·------------- CONDITIONS AND STIPULATIONS 1. The term "mortgage," when used herein, shall include deed of trust, trust deed or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commit- ment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions and Stipulations. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions, the Conditions and Stipulations, and Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured where are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. NOTE: The language contained in the Conditions and Stipulations of the policy committed for may be examined by reference to forms on file in the office of the Department of Insurance or by inquiry at the office which issued this Commitment. ... --COMMITMENT FOR TITLE INSURANCE ORDER NO. 53010015C U13 1. Effective Date: June 8 , 2 O O 5 2. Policy or Policies to be issued: ALTA OWNER'S POLICY PROPOSED INSURED: SCHEDULE-A------ Your Ref: at 7:30 AM Amount $0.00 OPUS WEST CORPORATION, A MINNESOTA CORPORATION 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: A FEE 4. Title to said estate or interest in said land is at the effective date hereof vested in: FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ~;t" 5. The land referred to in this Commitment is in the State of California, County of SAN DIEGO and is described as follows: LOTS 5 AND 6 AND LOTS 18 THROUGH 25 OF MAP THEREOF NO. 15013, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED· IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 3, 2005 AS FILE NO. 2005-0371022 OF OFFICIAL RECORDS. APN'S: 211-011-03, 04, 24 211-010-22 AND 35 221-012-20 COMMITA-02/25/92-fre Order No. Page J. cAiMITMENT FOR TITLE IN~CE SCHEDULE B -Section 1 5301.00J.SC UJ.3 Your Ref: REQUIREMENTS The following are the requirements to be complied with: Instruments in insurable form which must be executed, delivered and duly filed for record: A INTENTIONALLY OMITTED. COMMrrB-02/25/92~rc CO~ITMENT FOR TITLE INSLCE SCHEDULE .. _B. ___ Se_ctio.n ___ 2. _________ _ Order No: 53010015C Ul3 Page 1 Your Ref: Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: A. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records, or attaching subsequent to the effective date hereof but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by thls Commitment. R In addition to the Exceptions shown below, any standard coverage policy of title insurance issued under the terms of this commitment will contain the applicable Exclusions and Exceptions shown on attached list. Exceptions: B 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE C D LEVIED FOR THE FISCAL YEAR 2005-2006 THAT ARE A LIEN NOT YET DUE. lA) SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 192004-2005, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 1ST INSTALLMENT: 2ND INSTALLMENT: PENALTY: DELINQUENT: CODE AREA: ASSESSMENT NO: $709.60 (PAID) $709.60 (UNPAID) $80.96 SEPTEMBER 30, 2005 09022 849-112-41-54 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA, ARISING FROM CHANGES IN OWNERSHIP OR COMPLETION OF CONSTRUCTION ON OR AFTER THE DATE OF THE POLICY. 3. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: 5.1 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: 5.2 SERIES: 86-1 COMMIT82·02/25/92•1rc ,. Page 2 co&ITMENT FOR TITLE rnsuLcE SCHEDULE --B -----Section 2 -- (Continued) Order No: 53010015C U13 Your Ref: DISTRICT: FOR: BOND ISSUED: VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: 5.3 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: ORIGINAL 6 86-l VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. E 4. EASEMENTS FOR INGRESS AND EGRESS, PIPELINES, DRAINAGE AND/OR PUBLIC UTILITIES AND INCIDENTAL PURPOSES THERETO OVER, UNDER, ALONG AND ACROSS THE EASEMENT PARCEL(S) HEREIN DESCRIBED AS GRANTED AND/OR RESERVED IN VARIOUS DEEDS OF RECORD. AFFECTS: PARCEL 2 NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. F 5. THE RIGHTS OF THE PUBLIC IN AND TO THAT PORTION OF HEREIN PROPERTY LYING COMITS2C-02/25/9Z-lrc WITHIN OLD SURVEY NO. 58 AS DISCLOSED BY MAP ON FILE IN THE OFFICE OF THE COUNTY ASSESSOR OF SAN DIEGO COUNTY. Page 3 co~NT FOR TITLE INsuLcE SCHEDULE B -Section 2 . (Continued) Order No: 53010015C Ul3 Your Ref: NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. G 6 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS OCTOBER 11, 1940 IN BOOK 1085, PAGE 71, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. H 7. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: IDA DAWSON INGRESS AND EGRESS AND UTILITY PURPOSES APRIL 3, 1959 IN BOOK 7586, PAGE 133, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. r SAID EASEMENT HAS BEEN GRANTED AND RESERVED IN VARIOUS OTHER INSTRUMENTS OF RECORD. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. J B • AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS K COMrrB2C-02/25/ll2~n: SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 27, 1964 AS FILE NO. 156597, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. • Page 4 co&rrMENT FOR TITLE INsuLCE SCHEDULE B ----Section 2_ (Continued) OrderNo: 53010015C Ul3 Your Ref: NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. r, 9 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS M SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 27, 1964 AS FILE NO. 156617, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. N 10. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS 0 .;r SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 27, 1964 AS FILE NO. 156620, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT . P 11. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS Q SET FORTH IN A DOCUMENT GRANTED TO: PURPOS'E: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS NOVEMBER 15, 1965 AS FILE NO. 206747, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. R 12 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS COMIT82C-02/25/92•1rc • Page 5 co£TMENT FOR TITLE INsuLCE SCHEDULE -B -----Section 2 {Continued) OrderNo: 5301001SC Ul3 Your Ref: s SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS MARCH 23, 1967 AS FILE NO. 39741, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. T 13 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS u SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS MARCH 23, 1967 AS FILE NO. 39752, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. v 14 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS .;r SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS MARCH 23, 1967 AS FILE NO. 39756, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. BI 15. INTENTIONALLY OMITTED. Y 16. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT COMITB2C-02/25/82•1rc • Page 6 cofMITMENT FOR TITLE msuLCE SCl:IEPULE B_ -Section 2 --- (Continued) Order No: 53010015C Ul3 Your Ref: GRANTED TO: PURPOSE: RECORDED: z AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 16, 1977 AS FILE NO. 77-333570, OFFICIAL RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. AA 1 7. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT AB GRANTED TO: PURPOSE: RECORDED: AFFECTS:,_ JANICE LEE COLLINS, FORMERLY JANICE L. THIBODO ROAD AND PUBLIC UTILITY PURPOSES AND INCIDENTAL PURPOSES FEBRUARY 27, 1978 AS FILE NO. 78-076054 AND AS FILE NO. 78-076055, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AC 18. THE TERMS, CONDITIONS AND EASEMENTS, IF ANY, SET FORTH IN A ROAD MAINTENANCE AGREEMENT, RECORDED FEBRUARY 27, 1978 AS FILE NO. 78-076066 OF OFFICIAL RECORDS. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AD 19. AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: BY AND BETWEEN: RECORDED: REGARDING: FEBRUARY 2, 1982 SANDRU, RUBEL AND BELSAN INVESTMENT CORPORATIONS, THREE CORPORATIONS AND THE CITY OF CARLSBAD FEBRUARY 16, 1982 AS FILE NO. 82-041594 OF OFFICIAL RECORDS PAYMENT OF A PUBLIC FACILITIES FEE REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. AE 2 0 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT COMrrB2C-02/2~/92•ln: Page 7 --COMMITMENT FOR TITLE INSURANCE SCHEDULE B ::--Section 2 (Continued) Order No: 53010015C Ul3 Your Ref: GRANTED TO: PURPOSE: RECORDED: AF AFFECTS: THE CITY OF VISTA SEWER LIFT STATION AND SEWER PIPE LINES, MAINS, MANHOLES, SEWER LATERAL PIPES AND PIPE LINES AND INCIDENTAL PURPOSES OCTOBER 2, 1986 AS FILE NO. 86-441910, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. -AG 21. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AH AFFECTS: THE CITY OF VISTA PIPES AND SEWER PIPE LINES, MAINS, MANHOLES, SEWER LATERAL PIPES AND PIPE LINES AND INCIDENTAL PURPOSES OCTOBER 2, 1986 AS FILE NO. 86-441919, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. AI 22. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF VISTA STORM DRAIN PIPES AND LINES OCTOBER 29, 1987 AS FILE NO. 87-609285 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AJ 23. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS COMITB2C-02/25/82~rc SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: SAN DIEGO GAS & ELECTRIC COMPANY POLES, WIRES, CABLES AND APPURTENANCES FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY AUGUST 2, 1989 AS FILE NO. 89-409482, OFFICIAL • Page 8 coilnTMENT FOR TITLE INsuLcE SCHEDULE -B ---Section 2 ··---·. {Continued) Order No: 53010015C U13 Your Ref: AFFECTS: RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. AK 24. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF CARLSBAD, A MUNICIPAL CORPORATION FOR SLOPE AND CONSTRUCTION PURPOSES APRIL 13, 1992 AS FILE NO. 1992-0211311 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AL 25. INTENTIONALLY OMITIED. AM 26. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: BOUNDARY MAP ANNEXATION NO. 02/03-03 COMMUNITY FACILITIES DISTRICT NO. l CITY OF CARLSBAD, COUNTY OF SAN DIEGO ASSESSMENT DISTRICT BOUNDARY MARCH 14, 2003 AS FILE NO. 2003-0289326 OF OFFICIAL RECORDS AN AMENDMENT TO THE NOTICE OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) WAS RECORDED MARCH 14, 2003 AS FILE NO. 2003-0289329 OF OFFICIAL RECORDS. Ao 27. INTENTIONALLY OMITTED. AP 28. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JULY 23, 2003, EXECUTED BY LSOF CARLSBAD LAND L. P. , A TEXAS LIMITED PARTNERSHIP AND PALOMAR FORUM ASSOCIATES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 24, 2003 AS FILE NO. 2003-0884893 OF OFFICIAL RECORDS. AQ 29. NOTICE OF RESTRICTION ON REAL PROPERTY WAS RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109894 OF OFFICIAL RECORDS. AR REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. As 30. A DOCUMENT ENTITLED "NOTICE AND WAIVER CONCERNING PROXIMITY OF THE COMIT82C-02/25/92-lrc • Page 9 co&ITMENT FOR TITLE INsuLcE SCHEDULE B " Section 2 __ (Continued) Order No: 53010015C U13 Your Ref: PLANNED OR EXISTING PALOMAR AIRPORT ROAD AND MELROSE DRIVE TRANSPORTATION CORRIDOR(S) COASE NO: CT 98-1011 , EXECUTED BY LSOF CARLSBAD LAND, L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109898 OF OFFICIAL RECORDS. AT 31. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", EXECUTED BY LSOF CARLSBAD LAND LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494021 OF OFFICIAL RECORDS. AU 32. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL P'AIL'ORE11 , EXECUTED BY LSOF CARLSBAD LAND L. P. , A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494124 OF OFFICIAL RECORDS. AV 3 3 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF CARLSBAND, A MUNICIPAL CORPORATION AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES JULY 29, 2004 AS FILE NO. 2004-0712463 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AW 34. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF CARLSBAD, A MUNICIPAL CORPORATION AN EASEMENT FOR PUBLIC STREET AND PUBLIC UTILITY PURPOSES JULY 29, 2004 AS FILE NO. 2004-0712464 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AX 3 5 . INTENTIONALLY OMITTED. AY 3 6 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS COMITB2C-02/25/!l2-lrc Page 10 coLMENT FOR TITLE rnsuLcE SCHEDULE B. --Section 2 ----- (Continued) Order No: 53010015C U13 Your Ref: SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CARLSBAD MUNICIPAL WATER DISTRICT, A PUBLIC AGENCY PUBLIC WATERLINE PURPOSES AUGUST 18, 2004 AS FILE NO. 2004-0785746 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. NOTE: THIS ITEM WILL BE INTENTIONALLY OMITTED UPON RECORDATION OF A FINAL SUBDIVISION MAP. AZ 3 7 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF VISTA SEWER LINES AND INCIDENTAL PURPOSES DECEMBER 9, 2004 AS FILE NO. 2004-1160412 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. BA 38. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF VISTA SEWER ACCESS AND INCIDENTAL PURPOSES DECEMBER 9, 2004 AS FILE NO. 2004-1160413 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. BB 39. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND. MATTERS AFFECTING THE RIGHTS OF SAID PARTIES ARE NOT SHOWN HEREIN. Be 40. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND OR BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF. BJ 41. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", DATED OCTOBER 19, 2003, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005 AS FILE NO. 2005-0054704 OF OFFICIAL RECORDS. BK 42-A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", DATED OCTOBER 19, 2004, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS COMfTB:!C-02/25 /92~rc Page 11 co&1TMENT FOR TITLE INsuLcE SCHEDULE B -----Section 2----·---·-------. - (Continued) Order No: 53010015C U13 Your Ref: THEREIN CONTAINED, RECORDED JANUARY 21, 2005 AS FILE NO. 2005-0054705 OF OFFICIAL RECORDS. BN 43. THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID TRACT. AFFECTS: LIONSHEAD AVENUE, MELROSE DRIVE, AND EAGLE DRIVE SAID LAND HOWEVER, ABUTS UPON A PUBLIC THOROUGHFARE OTHER THAN THE ROAD REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. BO 44. EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW. MAP OF: EASEMENT PURPOSE: AFFECTS: CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO. 15013 SIGHT DISTANCE CORRIDOR, PUBLIC TRAIL PRIVATE DRAINAGE, STORM DRAIN LOT 19, 20, 21, 22, 23, 24, & 25 BP 45. THE FOLLOWING RECITAL AS CONTAINED ON CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO: 15013 NO STRUCTURE, FENCE, WALL, TREE, SHRUB, SIGN OR OTHER OBJECT OVER 30 INCHES ABOVE THE STREET LEVEL MAY BE PLACED OR PERMITTED TO ENCROACH WITHIN THE AREA IDENTIFIED AS A SIGHT DISTANCE CORRIDOR IN ACCORDANCE WITH CITY STANDARD PUBLIC STREET-DESIGN CRITERIA, SECTION 8.B.3 THE UNDERLYING PROPERTY OWNER SHALL MAINTAIN THIS CONDITIONS. BO 4 6 . A MEMORANDUM OF PURCHASE RIGHTS MADE AS OF APRIL l, 2 0 0 5 , BETWEEN FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ("SELLER"), AND OPUS WEST CORPORATION, A MINNESOTA CORPORATION RECORDED APRIL 4, 2005 AS FILE NO. 2005-0269515 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. BR 4 7 . A DOCUMENT ENTITLED "WAIVER AND CONSENT TO CREATION 0'1!' A COMMUNITY FACILITIES DISTRICT AND AGREEMENT TO PAY FAIR SHARE COST OF CT 98-10 ("AGREEMENT")", DATED DECEMBER 2, 2004, EXECUTED BY FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY; AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 3, 2005, AS DOCUMENT NO. 2005-0371021, OFFICIAL RECORDS. BL END OF SCHEDULE B COMfTB2C-02/25/92-lrc • coJ!:ITMENT FOR TITLE INsuLcE Page 12 Order No: 53010015C U13 BM JP COMITB2C-02/2S/92-lrc lAMEND/JP 2AMEND/AS 3AMEND/AS SCHEDULE B ______ Section 2 _ (Continued) Your Ref: SCHEDULE A ·---···------- Your Ref: Amount of Insurance: $ O . o o Date of Policy: 1. Name ofinsured: at 8:00 A.M. OPUS WEST CORPORATION, A MINNESOTA CORPORATION Policy No. 53010015P U13 Premium: PROFORMA #7 2. The estate or interest in the land which is covered by this policy is: A FEE _3, Title to the estate or interest in the land is vested in: OPUS WEST CORPORATION, A MINNESOTA CORPORATION 4. The land referred to in this policy is situated in the State of California, County of SAN DIEGO and is described as follows: tbTS 5 AND 6 AND LOTS 18 THROUGH 25 OF MAP THEREOF NO. 15013, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 3, 2005 AS FILE NO. 2005-0371022 OF OFFICIAL RECORDS. APN'S: 221-011-03, 04, 24 221-010-22 AND 35 221-012-20 This Policy valid only if Schedule B is attached. ALTAOPA-02/11/92-lrc PROFORMA SCHEDULE B Your Ref: Policy No. 53010015P Ul3 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: A 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR THE FISCAL YEAR 2005-2006 THAT ARE A LIEN NOT YET DUE. lA) SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 192004-2005, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 1ST INSTALLMENT: 2ND INSTALLMENT: PENALTY: DELINQUENT: CODE AREA: ASSESSMENT NO: $709. 60 (PAID) $709.60 (UNPAID) $80.96 SEPTEMBER 30, 2005 09022 849-112-41-54 B 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA, ARISING FROM CHANGES IN OWNERSHIP OR COMPLETION OF CONSTRUCTION ON OR AFTER THE DATE OF THE POLICY. c 3 . AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: 5.1 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: ALTAOPB1-02/11 /92-lrc PROFORMA 5.2 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. Page 1 DQ 4. E 5. F 6. G 7. DR 8. K 9. L SCHEDULE B (Coµti~u~d) __ POLICY NO. 53010015P Ul3 AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: 5.3 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. AN ASSESSMENT BY THE IMPROVEMENT DISTRICT SHOWN BELOW ASSESSMENT (OR BOND) NO: SERIES: DISTRICT: FOR: BOND ISSUED: ORIGINAL 6 86-1 VISTA 1915 ACT -RACEWAY BASIN SEPTEMBER 15, 1986 SAID ASSESSMENT IS COLLECTED WITH THE COUNTY/CITY PROPERTY TAXES. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. AN EASEMENT FOR THE FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 27, 1964 AS FILE NO. 156617, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. M 10 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET SCHEDBC-02/26/92~rc PROFORMA Page 2 N DW 11. DV 12. DU 13. DT 14. EC 15. X 16. y FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SCHEDULE B ( Continued) POLICY NO. SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS 53010015P Ul3 AUGUST 27, 1964 AS FILE NO. 156620, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. INTENTIONALLY OMITTED. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS & ELECTRIC COMPANY PUBLIC UTILITIES, INGRESS AND EGRESS AUGUST 16, 1977 AS FILE NO. 77-333570, OFFICIAL RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. Ds 17. INTENTIONALLY OMITTED. AB 18. INTENTIONALLY OMITTED. AC 19. AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: BY AND BETWEEN: RECORDED: REGARDING: FEBRUARY 2, 1982 SANDRU, RUBEL AND BELSAN INVESTMENT CORPORATIONS, THREE CORPORATIONS AND THE CITY OF CARLSBAD FEBRUARY 16, 1982 AS FILE NO. 82-041594 OF OFFICIAL RECORDS PAYMENT OF A PUBLIC FACILITIES FEE REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. SCHEDBC•02/2B/92·1rc PROFORMA SCHEDULE B Page 3 ( Continue_d) __ POLICY NO. 53010015P Ul3 AD 2 0 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AE AFFECTS: THE CITY OF VISTA SEWER LIFT STATION AND SEWER PIPE LINES, MAINS, MANHOLES, SEWER LATERAL PIPES AND PIPE LINES AND INCIDENTAL PURPOSES OCTOBER 2, 1986 AS FILE NO. 86-441910, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. AF 21. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AG AFFECTS: THE CITY OF VISTA PIPES AND SEWER PIPE LINES, MAINS, MANHOLES, SEWER LATERAL PIPES AND PIPE LINES AND INCIDENTAL PURPOSES OCTOBER 2, 1986 AS FILE NO. 86-441919, OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. AH 22 . INTENTIONALLY OMITTED. AI:, 23. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: AJ 24. INTENTIONALLY OMITTED. AK 25. INTENTIONALLY OMITTED. SAN DIEGO GAS & ELECTRIC COMPANY POLES, WIRES, CABLES AND APPURTENANCES FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY AUGUST 2, 1989 AS FILE NO. 89-409482, OFFICIAL RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. AL 26. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME SCHEOBC-02/28/92•1rc PROFORMA Page 4 A LIEN ON SAID LAND. DISTRICT: DISCLOSED BY: RECORDED: SCHEDULE B (ContinuedL __ POLICY NO. 53010015P U13 BOUNDARY MAP ANNEXATION NO. 02/03-03 COMMUNITY FACILITIES DISTRICT NO. 1 CITY OF CARLSBAD, COUNTY OF SAN DIEGO ASSESSMENT DISTRICT BOUNDARY MARCH 14, 2003 AS FILE NO. 2003-0289326 OF OFFICIAL RECORDS AM AMENDMENT TO THE NOTICE OF SPECIAL TAX LIEN (NOTICE OF ANNEXATION) WAS RECORDED MARCH 14, 2003 AS FILE NO. 2003-0289329 OF OFFICIAL RECORDS. AN 27. INTENTIONALLY OMITTED. AO 28. A DOCUMENT ENTITLED "RECIPROCAL EASEMENT AGREEMENT", DATED JULY 23, 2003, EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND PALOMAR FORUM ASSOCIATES, L.P., A CALIFORNIA LIMITED PARTNERSHIP, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 24, 2003 AS FILE NO. 2003-0884893 OF OFFICIAL RECORDS. AP 29. NOTICE OF RESTRICTION ON REAL PROPERTY WAS RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109894 OF OFFICIAL RECORDS. AQ REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. AR 3 0 . A DOCUMENT ENTITLED "NOTICE AND WAIVER CONCERNING PROXIMITY OF THE PLANNED OR EXISTING PALOMAR AIRPORT ROAD AND MELROSE DRIVE TRANSPORTATION CORRIDOR(S) COASE NO: CT 98-1011 , EXECUTED BY LSOF CARLSBAD LAND, L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED FEBRUARY 11, 2004 AS FILE NO. 2004-0109898 OF OFFICIAL RECORDS. AS • 31. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", EXECUTED BY LSOF CARLSBAD LAND LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494021 OF OFFICIAL RECORDS. AT 32. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL P'AJ:LURE", EXECUTED BY LSOF CARLSBAD LAND L.P., A TEXAS LIMITED PARTNERSHIP AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 27, 2004 AS FILE NO. 2004-0494124 OF OFFICIAL RECORDS. AU 33. INTENTIONALLY OMITTED. AV 34. INTENTIONALLY OMITTED. AW 35. INTENTIONALLY OMITTED. SCHEDBC-02/26/92•1rc PROFORMA Page 5 SCHEDULE B (Continued) e POLICY NO. 53010015P Ul3 AX 36. INTENTIONALLY OMITTED. AY 3 7 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: CITY OF VISTA SEWER LINES AND INCIDENTAL PURPOSES DECEMBER 9, 2004 AS FILE NO. 2004-1160412 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. AZ 38. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: BA 3 9 . INTENTIONALLY OMITTED . BB 40. INTENTIONALLY OMITTED. CITY OF VISTA SEWER ACCESS AND INCIDENTAL PURPOSES DECEMBER 9, 2004 AS FILE NO. 2004-1160413 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. DX 41. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT DRAINAGE", DATED OCTOBER 19, 2003, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005 AS FILE NO. 2005-0054704 OF OFFICIAL RECORDS. DY 42. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL P'AILURE11 , DATED OCTOBER 19, 2004, EXECUTED BY FENTON RACEWAY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JANUARY 21, 2005 AS FILE NO. 2005-0054705 OF OFFICIAL RECORDS. DZ 43. THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID TRACT. AFFECTS: LIONSHEAD AVENUE, MELROSE DRIVE, AND EAGLE DRIVE SAID LAND HOWEVER, ABUTS UPON A PUBLIC THOROUGHFARE OTHER THAN THE ROAD REFERRED TO ABOVE, OVER WHICH RIGHTS OF VEHICULAR INGRESS AND EGRESS HAVE NOT BEEN RELINQUISHED. EA 44. EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN SCHEDBC-o2/28/92~rc PROFORMA Page 6 SCHEDULE B (Continued) POLICY NO. 53010015P Ul3 OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW. MAP OF: EASEMENT PURPOSE: AFFECTS: CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO. 15013 SIGHT DISTANCE CORRIDOR, PUBLIC TRAIL PRIVATE DRAINAGE, STORM DRAIN LOT 19, 20, 21, 22, 23, 24, & 25 BB 45. THE FOLLOWING RECITAL AS CONTAINED ON CARLSBAD TRACT NO. 98-10 CARLSBAD RACEWAY, MAP NO: 15013 NO STRUCTURE, FENCE, WALL, TREE, SHRUB, SIGN OR OTHER OBJECT OVER 30 INCHES ABOVE THE STREET LEVEL MAY BE PLACED OR PERMITTED TO ENCROACH WITHIN THE AREA IDENTIFIED AS A SIGHT DISTANCE CORRIDOR IN ACCORDANCE WITH CITY STANDARD PUBLIC STREET-DESIGN CRITERIA, SECTION B.B.3 THE UNDERLYING PROPERTY OWNER SHALL MAINTAIN THIS CONDITIONS. ED 46. A MEMORANDUM OF PURCHASE RIGHTS MADE AS OF APRIL 1, 2005, BETWEEN FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY {11 SELLER 11 ), AND OPUS WEST CORPORATION, A MINNESOTA CORPORATION RECORDED APRIL 4, 2005 AS FILE NO. 2005-0269515 OF OFFICIAL RECORDS. REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. BB 4 7 . A DOCUMENT ENTITLED "WAIVER .AND CONSENT TO CREATION OF A COMMONITY FACILITIES DISTRICT .AND AGREEMENT TO PAY FAIR SHARE COST OF CT 98-10 {"AGREEMENT")", DATED DECEMBER 2, 2004, EXECUTED BY FENTON RACEWAY LLC, A CALIFORNIA LIMITED LIABILITY COMPANY; AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED MAY 3, 2005, AS DOCUMENT NO. 2005-0371021, OFFICIAL RECORDS. sc .• END OF SCHEDULE B BH NOTE NO. l: IN ADDITION TO THE MATTERS SHOWN IN SCHEDULE B ABOVE, THE TITLE INSURANCE POLICY, WHEN ISSUED, WILL EXCEPT FROM THE COVERAGE AFFORDED ANY DEFECT, LIEN, ENCUMBRANCE OR OTHER MATTER AFFECTING THE ESTATE OR INTEREST COVERED BY THE POLICY WHICH SHALL HAVE INTERVENED OR OCCURRED, OR BECOME FOR THE FIRST TIME DISCLOSED TO THE COMPANY, BETWEEN THE DATE THIS PROFORMA POLICY WAS PREPARED AND THE ULTIMATE DATE OF THE POLICY OF TITLE INSURANCE. THIS PROFORMA POLICY DOES NOT REFLECT THE PRESENT CONDITION OF TITLE BUT, RATHER, INDICATES THE FORM OF TITLE INSURANCE POLICY, TOGETHER WITH THE SCHEDULES THEREOF AND THE ENDORSEMENTS THERETO, WHICH THE COMPANY IS PREPARED TO ISSUE WHEN ALL NECESSARY DOCUMENTS ARE RECEIVED AND ALL ACTS PERFORMED TO ITS SATISFACTION. THIS PROFORMA POLICY IS TO BE USED FOR INFORMATIONAL PURPOSES ONLY, IS NOT A COMMITMENT TO INSURE, AND NO LIABILITY IS ASSUMED BY ITS ISSUANCE. BI JP lAMEND/JP SCHEDBC-02/26/92-lrc PROFORMA ENDORSEMENT --·--·-------Attached to and forming a part of . Policy No. 53010015P Ul3 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY INSURES THE INSURED AGAINST LOSS OR DAMAGE AND COSTS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, WHICH THE INSURED SHALL SUSTAIN IN THE EVENT THE OWNER OF THE EASEMENT REFERRED TO IN PARAGRAPH(S) 9, 10, 16, 20, 21, 23 OF SCHEDULE B, SHALL FOR THE PURPOSE OF "EXERCISING THE RIGHT OF USE AND/OR MAINTENANCE OF SAID EASEMENT" COMPEL THE REMOVAL OF ANY PORTION OF EXISTING OR FUTURE IMPROVEMENTS ON SAID LAND WHICH ENCROACH UPON SAID EASEMENT OR ANY ATTEMPT, SUCCESSFUL OR OTHERWISE, TO ASSERT SUCH RIGHTS. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROYISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. THIS ENDORSEMENT WILL BE ISSUED BY THE COMPANY TO ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE INSURED AND ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE LAND DESCRIBED IN SCHEDULE A, OF OR FROM THE INSURED OR ANY SUCCESSOR THERETO BASED ON PREMIUMS THEN IN EFFECT FOR THE STANDARD ENDORSEMENT NUMBER 103.3. DATED: CHICAGO TITLE INSURANCE COMPANY BY: PROFORMA AUTHORIZED SIGNATORY CLTA FORM MOD 103.3 (REV. 2-20-61) MODENDI -Ofi/19/tB ENDORSEMENT Attached to and forming a part of Policy No. 53010015P Ul3 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY HEREBY INSURES THE INSURED AGAINST LOSS, DAMAGES AND COSTS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND DESCRIBED IN SCHEDULE A TO ABUT UPON AND PROVIDE VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS TO AND FROM A PHYSICALLY OPEN PUBLIC STREET KNOWN AS 38TH STREET, OR ANY ATTEMPT, SUCCESSFUL OR OTHERWISE, TO ASSERT SUCH FAILURE. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. THIS ENDORSEMENT WILL BE ISSUED BY THE COMPANY TO ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE INSURED AND ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE LAND DESCRIBED IN SCHEDULE A, OF OR FROM THE INSURED OR ANY SUCCESSOR THERETO BASED ON PREMIUMS THEN IN EFFECT FOR THE STANDARD ENDORSEMENT NUMBER 103.7 DATED: - CHICAGO TITLE INSURANCE COMPANY PROFORMA BY: AUTHORIZED SIGNATORY MODEND3. 06/09/tS • ENDORSEMENT Attached to and forming a part of Policy No. 530100J.5P Ul3 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY INSURES THE INSURED AGAINST LOSS, DAMAGES AND COSTS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES AND COSTS, WHICH THE INSURED SHALL SUSTAIN BY REASON OF THE FAILURE OF THE LAND DESCRIBED IN SCHEDULE A TO CONSTITUTE A.LAWFULLY CREATED PARCEL ACCORDING TO THE SUBDIVISION MAP ACT (SECTION 66410, ET SEQ., OF THE CALIFORNIA GOVERNMENT CODE) AND LOCAL ORDINANCES ADOPTED PURSUANT THERETO OR ANY ATTEMPT, SUCCESSFUL OR OTHERWISE, TO ASSERT SUCH FAILURE. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF .. THIS ENDORSEMENT WILL BE ISSUED BY THE COMPANY TO ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE INSURED AND ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE LAND DESCRIBED IN SCHEDULE A, OF OR FROM THE INSURED OR ANY SUCCESSOR THERETO BASED ON PREMIUMS THEN IN EFFECT FOR THE STANDARD ENDORSEMENT NUMBER 116.7 DATED: - CHICAGO TITLE INSURANCE COMPANY BY: PROFORMA A'OTHORIZED SIGNATORY CLTA FORM 116.7M OWNER OR LENDER MODEND4 • 06/r:B/ts ENDORSEMENT Attached to and forming a part of Policy No. 530100151? U13 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY INSURES THE INSURED AGAINST LOSS, DAMAGES AND COSTS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, WHICH THE INSURED SHALL SUSTAIN OR INCUR BY REASON OF ANY OF THE FOLLOWING MATTERS, OR ANY ATTEMPT, SUCCESSFUL OR OTHERWISE, TO ASSERT SUCH RIGHTS: 1. THE EXISTENCE OF ANY PRESENT VIOLATIONS ON THE LAND OF ANY ENFORCEABLE COVENANTS, CONDITIONS, OR RESTRICTIONS; 2. EXCEPT AS SHOWN IN SCHEDULE B, ANY PRESENT ENCROACHMENTS ONTO THE LAND OF BUILDINGS, STRVCTURES, OR IMPROVEMENTS LOCATED ON ADJOINING LANDS; AND 3. UNMARKETABILITY OF THE TITLE TO THE ESTATE OR INTEREST BY REASON OF ANY VIOLATIONS ON THE LAND, OCCURRING PRIOR TO ACQUISITION OF TITLE TO THE ESTATE OR INTEREST BY THE INSURED, OF ANY COVENANTS, CONDITIONS OR RESTRICTIONS. WHEREVER IN THIS ENDORSEMENT ANY OR ALL OF THE WORDS" COVENANTS 11 , "CONDITIONS", OR "RESTRICTIONS" APPEAR, THEY SHALL NOT BE DEEMED TO REFER TO OR INCLUDE THE TERMS, COVENANTS, CONDITIONS OR RESTRICTIONS CONTAINED IN ANY LEASE. THIS ENDORSEMENT IS MADE A PART OF THE POLICY AND IS SUBJECT TO ALL OF THE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF. THIS ENDORSEMENT WILL BE ISSUED BY THE COMPANY TO ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE INSURED AND ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE LAND DESCRIBED IN SCHEDULE A, OF OR FROM THE INSURED OR ANY SUCCESSOR THERETO BASED ON PREMIUMS THEN IN EFFECT FOR THE STANDARD ENDORSEMENT NUMBER 31.2 DATED: - CHICAGO TITLE INSURANCE COMPANY PROFORMA BY: AUTHORIZED SIGNATORY MODENDS•06/rB/!B ,. .. ENDORSEMENT Attached to and forniing-a part of Policy No. 530J.0015P U13 Issued by CHICAGO TITLE INSURANCE COMPANY THE COMPANY AGREES THAT IF WITHIN ELEVEN YEARS AFTER THE DATE OF THIS POLICY, APPLICATION IS MADE TO INCREASE THE FACE AMOLMT OF THE POLICY AND/OR TO ISSUE A NEW POLICY TO THE THEN INSURED UNDER THE POLICY AND/OR TO ISSUE A POLICY TO SUCH MORTGAGEE(S), TRUSTEE(S) UNDER OEED(S) OF TRUST, BENEFICIARY(S) OF OEED(S) OF TRUST, PARTIES TO SALE AND LEASEBACK OR OTHER TYPES OF FINANCIAL TRANSACTIONS (HEREINAFTER SEVERALLY AND COLLECTIVELY AS INDICATED BY THE CONTEXT, REFERRED TO AS "LENDING INSTITUTION(S)11 AS MAY BE DESIGNATED BY THE PRESENT INSURED OR THE THEN INSURED UNDER THE POLICY, IT WILL ISSUE ADDITIONAL TITLE INSURANCE COVERAGE INSURING SUCH TITLE AND/OR INTEREST AS MAY THEN EXIST IN THE INSURED AND/OR LENDING INSTITUTION(S) IN AND TO SAID PREMISES, NOT TO EXCEED THE VALUE OF THE LAND AND THE IMPROVEMENTS CONSTRUCTED THEREON ON THE DATE OF SAID APPLICATION, PROVIDED THE COMPANY MAY THEN EXTEND ITS EXAMINATION OF THE TITLE TO THE THEN CURRENT DATE AND SUBJECT TO SUCH MATTERS, IF ANY, CREATED FIRST APPEARING IN THE PUBLIC RECORDS, ATTACHING AND/OR WHICH HAS BECOME KNOWN (BUT DID NOT APPEAR IN THE PUBLIC RECORDS PRIOR TO THE EFFECTIVE DATE OF THIS POLICY) TO EITHER THE INSURED OR THE COMPANY SUBSEQUENT TO THE EFFECTIVE DATE OF THIS POLICY, WILL INCREASE ITS LIABILITY TO THE REQUESTED AMOUNT UPON PAYMENT OF ITS USUAL CHARGES FOR SUCH ADDITIONAL INSURANCE COVERAGE. THE INSURANCE TO BE ISSUED SHALL BE SUBJECT TO THE RULES, REGULATIONS, AND RATES IN EFFECT AT THE DATE THE SUBSEQUENT INSURANCE COVERAGE IS ISSUED. THE COMPANY SHALL NOT BE OBLIGATED TO ISSUE ADDITIONAL INSURANCE COVERAGE WHICH WOULD EXCEED THE AMOUNT OF THE USUAL REINSURANCE RETENTION OF THE COMPANY IF, AFTER THE EXERCISE OF REASONABLE EFFORT, THE COMPANY IS UNABLE TO OBTAIN REINSURANCE OR ADDITIONAL INSURANCE FOR WHICH APPLICATION IS MADE A PART OF SAID POLICY. NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS EXTENDING OR CHANGING THE EFFECTIVE DATE OF SAID POLICY, UNLESS OTHERWISE EXPRESSLY STATED. THIS ENDORSEMENT, WHEN COUNTERSIGNED BELOW BY A VALIDATING SIGNATORY, IS MADE A PART OF SAID POLICY AND IS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, SCHEDULES, CONDITIONS AND STIPULATIONS THEREIN, EXCEPT AS MODIFIED BY THE PROVISIONS HEREOF DATED: - MODEND6 • 06/r:9/l!B CHICAGO TITLE INSURANCE COMPANY PROFORMA BY: AUTHORIZED SIGNATORY SEARS ENDORSEMENT ENDORSEMENT ATTACHED TO POLICY NO. 50010015P -Ul3 ISSUED BY CHICAGO TITLE INSURANCE COMPANY THE COMPANY INSURES THE INSURED AGAINST LOSS, DAMAGES, AND COSTS, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COSTS, WHICH THE INSURED SHALL SUSTAIN BY REASON OF DAMAGE TO EXISTING IMPROVEMENTS, INCLUDING LAWNS, SHRUBBERY, OR TREES RESULTING FROM THE EXERCISE OF ANY RIGHT TO USE THE SURFACE OF THE LAND FOR THE EXTRACTION OF OR DEVELOPMENT OF THE MINERALS EXCEPTED FROM THE DESCRIPTION OF THE LAND OR SHOWN AS A RESERVATION IN SCHEDULE B, OR ANY .ATTEMPT, SUCCESSFUL OR OTHERWISE, TO ASSERT SUCH RIGHTS. THIS ENDORSEMENT IS MADE A PART OFTHE POLICY AND IS SUBJECT TO ALL OFTHE TERMS AND PROVISIONS THEREOF AND OF ANY PRIOR ENDORSEMENTS THERETO. EXCEPT TO THE EXTENT EXPRESSLY STATED, IT NEITHER MODIFIES ANY OF THE TERMS AND PROVISIONS OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT EXTEND THE EFFECTIVE DATE OF THE POLICY AND ANY PRIOR ENDORSEMENTS, NOR DOES IT INCREASE THE FACE AMOUNT THEREOF THIS ENDORSEMENT·WILL BE ISSUED BY THE COMPANY TO ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE INSURED AND ALL FUTURE OWNERS, LENDERS OR TENANTS OF THE LAND DESCRIBED IN SCHEDULE B, OF OR FROM THE INSURED OR ANY SUCCESSOR THERETO BASED ON PREMIUMS THEN IN EFFECT FOR THE STANDARD ENDORSEMENT NUMBER 100.29. DP2 CHICAGO TITLE INSURANCE COMPANY PROFORMA BY: AUTHORIZED SIGNATORY CLTA FORM 100.29 MODIFIED OWNER OR LENDER .. • CONDITIONS ANO STIPULATIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant": an insured claiming loss or damage. (c} "knowledge" or "known": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart construc- tive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improve- ments affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but noth· ing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or dam- age for which the Company may be liable by virtue of this policy, or (iii} if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE (a) Upon written request by the insured and subject to the options con- tained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the nght of the insured to obfect for reasonable cause} to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not 1t shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph. it shall do so diligently. • (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent juris- diction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d} In all cases where this policy permits or requires the Company to prose- cute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or pro- ceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE In addition to and after the notices required under Section 3 of these Condi- tions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obliga- tion to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reason- able times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any autho- rized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspon- dence and memoranda in the custody or control of a third party, which reason- ably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reason- ably requested information or grant permission to secure reasonably neces- sary information from third parties as required in this paragraph shall termi- nate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or con- tinue any litigation, and the policy shall be surrendered to the Company tor cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of eithsAie options provided for in paragraphs (b){i) or {ii), the Company's obliga.9to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prose- cute or continue any litigation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE This policy is a contract of indemnity against actual monetary loss or dam- age sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not <?xceed the least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of •tie insured estate or interest subject to the defect, hen or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paitl for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial toss, the Company shall only pay the loss pro rata m the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or {ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the Impr.ovement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. {c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the toss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of ar:y improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, It shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or dam- age until there has been a final determination by a court of competent jurisdic- tion, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' tees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter ex- ecuted by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS (a) No payment shall be made without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company, (b) When liability and.tent of loss or damage has been definitely fixed in accordance with the nditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT (a) The Company's Right of Subriigation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the toss of the insured claimant, the Company shall be subrogated to these nghts and reme- dies in the proportion which the Company's payment bears to the whole amount of the toss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impair- ment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obllgors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indem- nities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion rights by reason of this policy. 14. ARBITRATION Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. 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 connec- tion with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance Is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitra- tion pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only 1f the laws of the state in which the land Is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the ArbItrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Com- pany. In interpreting any provision of this policy, this policy shall be construed as·a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at the issuing office or to: Chicago Title Insurance Company Claims Department 171 North Clark Street Chicago, Illinois 60601-3294 ,,, e City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 11111111111111!1111111111111111111111111111~1111111111111111111 Applicant: HOFMAN PLANNING ASSOCIATES Description PIP05018 Receipt Number: R0052601 Transaction Date: 09/14/2005 Pay Type Method Description Amount 3,875.00 Transaction ID: R0052601 Amount Payment Check 92621 3,875.00 Transaction Amount: 3,875.00 • PROJECT DESCRIPTION/EXPLANATION PROJECT NAME: Opus Point Lots 23 & 24 APPLICANT NAME: Opus Point West A request for a Planned Industrial Permit for a 7.2 acre lot located north ofLionshead Road between Melrose and Business Park. The project is described as lots 23 & 24 detailed on approved Carlsbad Raceway Map CT 98-10. The lot will contain 5 one story buildings with floor areas ranging from 5,325 to 9,769 square feet and 2 two story buildings with a floor area of 12,056 square feet. Environmental compliance is established by way of Mitigated Negative Declaration and Addendum, and Mitigation Monitoring and Reporting Program GPA 98-05/LFMP 87-18 ZC 01-07/CT 98-10/HDP 98-09/PIP O 1-01 which was approved by Planning Commission (Resolution 5031) on October 17, 2001 and adopted by City Council (Resolution 2001-352) on December 4, 2001. The project is in conformance with PI General Plan Designation as well as the P- M zoning ordinance. A lot consolidation is, or will be in progress, with this application. ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The summary of environmental factors checked below would be potentially affected by this project. involving at least one impact that is a "Potentially Significant Impact." or "Potentially Significant Impact Unless Mitigation Incorporated" as indicated by the checklist on the following pages. D Aesthetics D Agricultural Resources D Air Quality D Biological Resources D Cultural Resources D Geology/Soils 0Noise D Hazards/Hazardous Materials D Population and Housing D Hydrology/Water Quality D Land Use and Planning D Mineral Resources D Mandatory F:indings of Significance 2 D Public Services D Recreation D Transportation/Circulation D Utilities & Service Systems Rev. 07/26/02 ENVIRONMENT AL IMPACTS STATE CEQA GUIDELINES, Chapter 3, Article 5. Section 15063 requires that the City conduct an Environmental Impact Assessment w determine if a project may have a significant effect on the environment. The Environmental Impact Assessment appears in the following pages in the form of a checklist. This checklist identifies any physical, biological and human factors that might be impacted by the proposed project and provides the City \Vith information to use as the basis for deciding whether to prepare an Environmental Impact Report (EIR), Negative Declaration, or to rely on a previously approved EIR or Negative Declaration. • A brief explanation is required for all answers except "No Impact" answers that are adequately supported by an infonnation source cited in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved. A "No Impact" answer should be explained when there is no source document to refer to, or it is based on project-specific factors as well as general standards. • "Less Than Significant Impact" applies where there is supporting evidence that the potential impact is not significantly adverse, and the impact does not exceed adopted general standards and policies. • "Potentially Significant Unless Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact." The developer must agree to the mitigation, and the City must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level. • "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect is significantly adverse. • Based on an "EIA-Part I", if a proposed project could have a potentially significant adverse effect on the environment, but all potentially significanr adverse effects (a) have been analyzed adequately in an earlier EIR or Mitigated Negative Declaration pursuant to applicable standards and (b) have been avoided or mitigated pursuant to that earlier EIR or Mitigated Negative Declaration, including revisions or mitigation measures that are imposed upon the proposed project, and none of the circumstances requiring a supplement to or supplemental EIR are present and all the mitigation measures required by the prior environmental document 1-iave been incorporated into this project, then no additional environmental document is required. • When "Potentially Significant Impact" is checked the project is not necessarily required to prepare an EIR if the significant adverse effect has been analyzed adequately in an earlier EIR pursuant to applicable standards and the effect will be mitigated, or a "Statement of Overriding Considerations" has been made pursuant to that earlier EIR. • A Negative Declaration may be prepared if the City perceives no substantial evidence that the project or any of its aspects may cause a significant adverse effect on the environment. • Ifthere are one or more potentially significant adverse et1ects, the City may avoid preparing an EIR if there are mitigation measures to clearly reduce adverse impacts to less than significant, and those mitigation measures are agreed to by the developer prior to public review. In this case, the appropriate "Potentially Significant Impact Unless Mitigation Incorporated" may be checked and a Mitigated Negative Declaration may be prepared. 3 Rev. 07/26/02 • An EIR must be prepared if "Potentially Significant Impact" is checked, and including but not limited to the following circumstances: ( 1) the potentially significant adverse effect has not been discussed or mitigated in an earlier EIR pursuant to applicable standards, and the developer does not agree to mitigation measures that reduce the adverse impact to less than significant: (2) a ''Statement of Overriding Considerations" for the significant adverse impact has not been made pursuant to an earlier ElR; (3) proposed mitigation measures do not reduce the adverse impact to less than significant; or ( 4) through the EIA-Part I analysis it is not possible to determine the level of significance for a potentially adverse effect, or determine the effectiveness of a mitigation measure in reducing a potentially significant effect to below a level of significance. A discussion of potential impacts and the proposed mitigation measures appears at the end of the form under DISCUSSION OF ENVIRONMENTAL EVALUATION. Particular attention should be given to discussing mitigation for impacts, which would otherwise be determined significant. 4 Rev. 07/26/02 Issues (and Supponing Information Sources). (Supplemental documents may be re~erred to and attached.) V. CULTURAL RESOURCES-Would the project: a) Cause a substantial adverse change in the significance of a historical resource as defined in §15064.5? b) Cause a substantial adverse change in the signifi- cance of an archeological resource pursuant to §15064.5? c) Directly or indirectly destroy a unique paleontologi- cal resource or site or unique geologic feature? d) Disturb any human remains, including those interred outside of formal cemeteries? VI. GEOLOGY AND SOILS -Would the project: a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury or death involving: i. Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area ·or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. ii. Strong seismic ground shaking? iii. Seismic-related ground failure, including liquefaction? iv. Landslides? b) Result in substantial soil erosion or the Joss of topsoil? c) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on-or off-site landslide, lateral spreading, subsidence, liquefaction, or collapse? d) Be located on expansive soils, as defined in Table 18 -1-B of the Uniform Building Code ( 1997), creating substantial risks to life or property? 7 Potentially Signii:,Jnt lmp..;ct □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ Less Than Significant No Impact Impact □ □ □ □ □ □ □ □ □ □ □ Rev. 07/26/02 Issues (and Supporting lnfonnation Sources). (Supplemental documents may be referred to and attached.) e) Have soils incapable of adequately supporting the use of septic tanks or alternative wastewater disposal systems where sewers are not available for the disposal of wastewater? VII. HAZARDS AND HAZARDOUS MATERIALS - Would the project: a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal ofhazardous materials'? b) Create a significant hazard to the public or environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment'! c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or environment? e) For a project within an airport land use plan, or where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area'? t) For a project within the vicinity of a priv:ne airstrip, would the project result in a safety hozard for people residing or working in the project area? g) Impair implementation of or physically int~rfere with an adopted emergency response plan or emergency evacuation plan? h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands'? VIII. HYDROLOGY AND WATER QUALITY-Would the project: a) Violate any water quality standards or waste discharge requirements? 8 Potentially Significant lmpact □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ D Less Than Significant No Impact lmpact □ [] □ El □ □ □ □ □ [ill □ □ □ □ Rev. 07/26/02 Issues (and Supporting Information Sources). (Supplemental documents·may be referred to and attached.) e) For a project located within an airport land use plan or. where such a plan has not been adopted, \virhin 2 miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a priYate airstrip, would the project expose people residing or working in the project area to excessive noise levels? XII. POPULATION AND HOUSING -Would the project: a) Induce substantial growth in an area either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension ofroads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? XIII. PUBLIC SERVICES a) Would the project result m substantial adverse physical impacts associated with the provision of new or physically altered government facilities, a need for new or physically altered government facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios. response times, or other performance objectives for any of the public services: i) Fire protection? ii) Police protection? iii) Schools? iv) Parks? v_1 Other public facilities? XIV. RECREATION a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 11 Potentially Significant l111pact □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ Less Than Significant No ln1pact Impact □ -□ □ □ □ □ □ □ □ □ Rev. 07/26/02 [8J .;,r Issues (and Supporting Infonnation Sources). (Supplemental documents may be referred to and attached.) b) Does the project include recreational facilities or require the construction or expansion of recreational facilities, which might have an adverse physical effect on the environment? XV. TRANSPORTATION/TRAFFIC -Would the project: a) Cause an increase in traffic, which is substantial in relation to the existing traffic load and capacity of the street system (i.e., result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? b) Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways? c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks'? d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatibl'e uses (e.g., faim equipment)? e) Result in inadequate emergency access? f) Result in insufficient parking capacity'? g) Conflict with adopted policies, plans, or programs supporting alternative transportauon (e.g., bus turn- outs, bicycle racks)? XVI. UTILITIES AND SERVICES SYSTEMS -Would the project: a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which would cause significant environmental effects'! c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? 12 Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ Less Than Significant No Impact Impact □ □ □ □ □ □ □ □ □ □ Rev. 07/26/02 [8J [x] Issues (and Supporting Information Sources). (Supplemental documents may be referred to and attached.) e) Result in a determination by the wastewater treatment provider, which serves or may serYe the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments'! f) Be served by a landfill with sufficient pennitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state, and local statutes and regulations related to solid waste'? xvn~ MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Doc~ the project have impacts that are individually limned, but cumulatively considerable'! ("Cumula- tively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects?) c) Does the project have environmental effects, which will cause the substantial adverse effects on human beings, either directly or indirectly? XVIII. EARLIER ANALYSES Potentially Significant Impact □ □ □ □ □ □ Potentially Significant Unless Mitigation lncorporatel. □ □ □ □ □ □ Less Than Significant Impact □ CJ □ □ □ □ No Impact Earlier analyses may be used where, pursuant to the tiering, program EIR, or other CEQA process, one or more effects have been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). In this case a discussion should identify the following on attached sheets: a) Earlier analyses used. Identify earlier analyses and state where they are available for review. b) Impacts adequately addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation measures. For effects that are "Less Than Significant with Mitigation Incorporated," describe the mitigation measures, which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. 13 Rev. 07/26/02 ---·· ---- DISCUSSION OF ENVIRONMENTAL EVALUATION AIR QUALITY-Would the project: a) Conflict with or obstruct implementation of the applicable air quality plan? No Impact. The project site is located in the San Diego Air Basin which is a federal and state non-attainment area for ozone (03), and a state non-attainment area for particulate m:itter less than or equal to 10 microns in diameter {PM10). The periodic violations of national Ambient Air Quality Standards (AAQS) in the San Diego Air Basin (SDAB), particularly for ozone in inland foothill areas, requires that a plan be developed outlining the pollution controls that will be undertaken to improve air quality. In San Diego County, this attainment planning process is embodied in the Regional Air Quality Strategies (RAQS) developed jointly by the Air Pollution Control District (APCD) and the San Diego Association of Governments (SANDAG). A plan to meet the federal standard for ozone was developed in 1994 during the process of updating the 1991 state- mandated plan. This local plan was combined with plans from all other California non-attainment areas having serious ozone problems and used to create the California State Implementation Plan (SIP). The SIP was adopted by the Air Resources Board (ARB) after public hearings on November 9th through 10th in 1994, and was forwarded to the Environmental Protection Agency (EPA) for approval. After considerable analysis and debate, particularly regarding airsheds with the worst smog problems. EPA approved the SIP in mid-1996. The proposed project relates to the SIP and/or RA.QS through the land use and growth assumptions that are incorporated into the air quality planning document. These growth assumptions are based on each city's and the County's general plan. If a proposed project is cons_istent with its applicable General Plan, then the project presumably has been anticipated with the regional air quality planning process. Such consistency would ensure that the project would not have an adverse regional air quality impact. Section 15125(B) of the State of California Environment Quality Act (CEQA) Guidelines contains specific reference to the need to evaluate any inconsistencies between the proposed project and the applicable air quality management plan. Transportation Control Measures (TCMs) are part of the RAQS. The RAQS and TCM plan set forth the steps needed to accomplish attainment of state and federal ambient air quality standards. The California Air Resources Board provides criteria for determining whether a project conforms with the RAQS which include the following: • Is a regional air quality plan being implemented in the project area? • ls the project consistent with the growth assumptions in the regional air quality plan? The project area is located in the San Diego Air Basin, and as such, is located in an area where a RAQS is being implemented. The project is consistent with the growth assumptions of the City's General Plan and the RAQS. Therefore, the project is consistent with the regional air quality plan and will in no way conflict or obstruct implementation of the regional plan. b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? Less Than Significant Impact. The closest air quality monitoring station to the project site is in the City of Oceanside. Data available for this monitormg site through April, 2002 indicate that the most recent air quality violations recorded were for the state one hour standard for ozone (one day in both 2000 and 2001) and one day in 2001 for the federal 8-hour average for ozone and one day for the 24-hour state standard for suspended particulates in 1996. No violations of any other air quality standards have been recorded recently. If there is grading associated with the project, the project would involve minimal short-term emissions associated with grading and construction. Such emissions woul'd be minimized through standard construction measures such as the use of properly tuned equipment and watering the site for dust control. Long-term emissions associated with travel to and from the project will be minimal. Although air pollutant emissions would be associated with the project, they would neither result in the violation of any air quality standard (comprising only an incremental contribution to overall air basin quality readings), nor contribute substantially to an existing or projected air quality violation. Any impact is assessed as less than significant. c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard? 14 Rev. 07/26/02 Less Than Significant Impact. The Air Basin is currently in a non-attainment zone for ozone and suspended fine particulates. The proposed project would represent a contribution to a cumulatively considerable potential net increase in emissions throughout the air basin. As described above, however, emissions associated w1:11 the proposed project would be minimal. Given the limited emissions potentially associated with the proposed project. air quality would be essentially the same whether or not the proposed project is implem::nted. According to the CEQA Guidelines Section 15130 (a)(4), the proposed project ·s contribution to tile cumulam·e impact is considered de minimus. Any impact is assessed as less than significant. EARLIER ANALYSIS USED AND SUPPORTING INFORMATIOl'i SOURCES The following documents were used in the analysis of this project and are on file in the City of Carlsbad Planning Department located at 1635 Faraday Avenue, Carlsbad, California, 92008. 1. Final Master Environmental Impact Report for the City of Carlsbad General Plan Update (MEIR 93-01). City of Carlsbad Planning Department. March 1994. 2. "Carlsbad Raceway/Palomar Forum Storm Water Pollution Prevention", prepared by O'Day Consultants, dated June 6, 2001. 3. "Carlsbad Raceway Transportation Analysis", prepared by Urban Systems Associates, Inc. dated September 20, 2000. 4. "PAR 62 Property Biological Technical Report" prepared by Helix Environmental Planning, Inc., dated January 15, 1999; "Palomar Forum Biological Mitigation", prepared by Helix Environmental Planning, Inc., dated April 16, 1999; Letters from Barry Jones, Helix Environmental Planning, Inc., to: Julie Vanderwier, USFWS dated July 1, 1998; Letter ("Year 2001 Protocol gnatcatcher survey report for the Carlsbad Raceway"), dated April 19, 2001; Letter to Ms Hysong dated August 28, 2001. 5. "EIA Form Part I dated June 4, 1998. 6. "EIA Form Part 11, dated May 3, 2001. 7. "Mitigared Negative Declaration" dated July 15, 2001. 8. "Planning Commission Resolution No. 5024, 5025, 5026, 5027, 5028, 5029, 5030" adopted August 15,2001. 9. "City Council Resolution No. 5024-5030" adopted December 4, 2001. 10. "Environmental Mitigation Monitoring Checklist" dated July 15, 2001. 11. "Conceptual Coastal Sage Scrub Mitigation Plan" dated October 1, 2002. 12. "Final Riparian Mitigation Plan" dated September 10, 2004. 15 Rev. 07/26/02 LIST OF MITIGATING MEASURES (IF APPLICABLE) A Copy of the Mitigating Measures for GPA 01-07/ZC 01-06/CT 99-06/HDP 99-03/PIP 01-03 is on file at the City of Carlsbad Planning Department. ATTACH MITIGATION MONITORING PROGRAM {IF APPLICABLE) A Copy of the Mitigating Monitoring Program for GPA 01-07/ZC 01-06/CT 99-06/HDP 99-03/PIP 01-03 is on file at the City of Carlsbad Planning Department. 16 Rev. 07/26/02