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GPA 16-04; GS CARLSBAD WEST OAKS OWNER LLC; 2026-0190487: Covenant
RECORDING REQUESTED BY AND) WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, California 92008-1989 DOC# 2026-0190487 1111111111111111111111111111111111111111111111111111111111111111111111 Jul 02, 2028 11 :01 AM OFFICIAL RECORDS JORDAN Z. MARKS, SAN DIEGO COUNTY RECORDER FEES: $431.00 (SB2 Atkins: $225.00) PAGES: 65 Space above this line for Recorder's use ASSESSOR'S PARCEL NO(s).: 212-110-05-00, 212-110-06-00, 212-110-07-00, 212-110-08-00, 212-040-26-00 PROJECT ID. : GPA 16-04 -----------------RELATED PROJECT ID.: ZC 16-03, LCPA 16-04, SDP 16-20, CDP 16-34, HMP 16-04, MS 2018-0005 DEV NO: DEV13018 PROJECT NAME: WEST OAKS ----------------- DECLARATION OF RESTRICTIVE COVENANTS This DECLARATION OF RESTRICTIVE COVENANTS ("Restrictive Covenant") is made this 2nd day of July, 2026 by GS Carlsbad West Oaks Owner LLC (hereinafter "Declarant"). RECITALS . . A. Declarant is the developer of that certain real property in Carlsbad, County of San Diego, State of California, commonly referred to as West Oaks -GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018) (the "Project"). The City Council adopted Ordinance CS-397 and Resolution 2021-097 approving the Project and incorporating those findings and conditions contained in Planning Commission Resolution Nos. 7395, 7396, and 7397. B. Declarant is the sole owner in fee simple of the open space lots of the Project, located in the City of Carlsbad, County of San Diego, State of California, and as further described in legal descriptions attached hereto as Exhibit "A" and depicted on Exhibit "B" and attached hereto and incorporated by this reference (the "Restricted Property''), which consists of approximately 3.95 acres. C. This Restrictive Covenant provides mitigation for certain impacts of the Project, pursuant to Condition No. 1 of City of Carlsbad Planning Commission Resolution No. 7395, dated January 20, 2021, recommending adoption of the Mitigated Negative Declaration, Mitigation Monitoring and Reporting Program ("MMRP") and Addendum for the Project. Condition No. 1 requires implementation of the MMRP, which provides mitigation measures to mitigate identified environmental impacts to a level of insignificance. Mitigation Measure BIO-12 requires Declarant to record a conservation easement or other protective measure for all on-site mitigation land including 3.95 acres of open space. This Restrictive Covenant Is Intended and shall be deemed to satisfy such requirements as to the Restricted Property. The amount of riparian and upland habitats to be preserved within the Restricted Property is 3.95 acres. D. The Restricted Property possesses wildlife and habitat values of great importance to the People of the State of California and currently is and will remain in a Natural Condition as defined herein CA 1/11/23 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS and is intended to be preserved in its natural, scenic, open condition to maintain its ecological, historical, visual and educational values (collectively, "Conservation Values"). E. Declarant desires to preserve and protect the Restricted Property pursuant to the Preserve Management Plan for the West Oaks Project dated October 2025 ("Management Plan"), an adaptive habitat management plan which may be revised from time to time, and which is incorporated herein by this reference and attached as Exhibit "E". F. The United States Fish and Wildlife Service ("USFWS") has jurisdiction over the conservation, protection, restoration, enhancement and management of fish, wildlife and native plants and the habitats on which they depend under the Endangered Species Act, 16 U .S.C. Section 1531 et. Seq., the Fish and Wildlife Coordination Act, 16 USC, Section 661-666c and other applicable federal laws. G. California Department of Fish and Wildlife ("CDFW") has jurisdiction, pursuant to Fish and Game Code Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and CDFW is authorized to hold easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of California law. H. The City of Carlsbad ("City") is a municipal corporation with a Habitat Management Plan for Natural Communities in the City of Carlsbad ("HMP") adopted by its City Council in November 2004, with the overall goal of contributing to regional biodiversity and the viability of rare, unique or sensitive biological resources throughout the City and the larger region while allowing public and private development to occur consistent with the Carlsbad General Plan and Growth Management Plan. COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS NOW THEREFORE, Declarant hereby declares the Restricted Property shall be held, transferred, conveyed, leased, occupied or otherwise disposed of and used subject to the following restrictive covenants, which shall run with the land and be binding on Declarant's heirs, successors in interest, administrators, assigns, lessees, or other occupiers and users of the Restricted Property or any portion of it. 1. Purpose. (a) The purpose of this Restrictive Covenant is to ensure the Restricted Property will be retained in perpetuity in a Natural Condition, defined below, and to prevent any use of the Restricted Property that will impair or interfere with the Conservation Values of the Restricted Property (the "Purpose"). Declarant intends that this Restrictive Covenant will confine the use of the Restricted Property to such activities, including without limitation, those involving the preservation and enhancement of native species and their habitat in a manner consistent with the habitat conservation purposes of this Restrictive Covenant. (b) The term "Natural Condition," as referenced in the preceding paragraph and other portions of this Restrictive Covenant, shall mean the condition of the Restricted Property as it exists at the time this Restrictive Covenant is executed, as well as future enhancements or changes to the Restricted Property that occur directly as a result of the following activities: 2 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS (1) Habitat creation or restoration, including implementation, maintenance and monitoring activities, required by City of Carlsbad Planning Commission Resolution Nos. 7395, 7396, and 7397 L dated January 20, 2021, for the Project. (2) Compensatory mitigation measures, including implementation, maintenance and monitoring activities, described in the "Conceptual Mitigation Plan for the West Oaks Project"," prepared by Dudek dated October 2025 ("Mitigation Plan11); (3) In-perpetuity management ("Long-Term Maintenance, Management, and Monitoring"), that occurs on the Restricted Property as described in the Management Plan and Section 6 herein; or (4) Activities described in Section 4 herein. (c) The City, CDFW, and USFWS have received that certain preliminary title report (the "Title Report") attached as Exhibit "C" which identifies, among other easements, an existing easement held by the Buena Sanitation District and the Vallecitos Water District that bisects the Restricted Property and that easement is hereby specifically excluded from this Restrictive Covenant. The current Natural Condition is evidenced in part by the depiction of the Restricted Property attached on Exhibit "D", showing all relevant and plottable property lines, easements, dedications, improvements, boundaries and major, distinct natural features. Declarant has delivered further evidence of the Natural Condition to City, CDFW, and USFWS including: (1) a color aerial photograph of the Restricted Property at an appropriate scale taken as close in time as possible to the date this Restrictive Covenant is executed; (2) an overlay of the Restricted Property boundaries on that aerial photograph; and (3) on-site color photographs showing all natural features of the Restricted Property. (d) If a controversy arises with respect to the Natural Condition of the Restricted Property, City, CDFW, USFWS, and/or USFWS shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy. (e) The term "Biological Monitor" shall mean an independent third-party consultant with knowledge of upland and wetland resources in the San Diego County area and expertise in the field of biology. 2. Declarant's Duties. Declarant, its successors and assigns shall: (a) Undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities would be inconsistent with the Conservation Values and would violate the permitted uses of the Restricted Property set forth in this Restrictive Covenant; and (b) Post and maintain sign age in or adjacent to the boundary areas of the Restricted Property as described in Section 4(d); and (c) Comply with the terms of this Restrictive Covenant and cooperate with City, CDFW, and USFWS in the protection of the Conservation Values; and 3 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/MS 2018-0005 (DEV 13018); WEST OAKS (d) Repair and restore damage to the Restricted Property directly or indirectly caused by Declarant, Declarant's guests, representatives or agents and third parties; provided, however, Declarant, its successors or assigns shall not engage in any repair or restoration work in the Restricted Property without first consulting with City, CDFW, and USFWS pursuant to Section 6; and (e) Undertake construction, maintenance and monitoring of mitigated areas pursuant to the Mitigation Plan until receipt of final approval of the success of the mitigation from City, CDFW, USFWS ("City/CDFW/USFWS Final Approval"); and (f) Obtain any applicable governmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements; and (g) Comply with the Long-Term Maintenance, Management, and Monitoring set forth in the Management Plan and Section 6 below; and (h) Perform an annual compliance inspection of the Restricted Property, prepare an inspection report and make reports available to City, CDFW, and USFWS upon request. 3. Prohibited Uses. Any activity on or use of the Restricted Property inconsistent with the Purpose of this Restrictive Covenant, except as permitted pursuant to Section 2 of this Restrictive Covenant and not reserved as set forth in Section 4 hereof is prohibited. Without limiting the generality of the foregoing, the following uses by Declarant, and its respective guests, agents, assigns, employees, representatives, successors and third parties, are expressly prohibited, except as otherwise provided herein or unless specifically provided for in the MMRP, Mitigation Plan, Management Plan, or any easements and reservations of rights recorded in the chain of title to the Restricted Property at the time of this conveyance (as set forth in Exhibit C hereto): (a) Supplemental watering except for habitat enhancement activities described in Section 4(b); (b) Use of herbicides, pesticides, rodenticides, biocides, fertilizers, or other agricultural chemicals or weed abatement activities, except weed abatement activities necessary to control or remove invasive, exotic plant species conducted by an herbicide applicator licensed to work within habitat preserve areas; (c) Incompatible fire protection activities, except the fire prevention activities set forth in Section 4(f); (d) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways and as necessary to restore native plant communities consistent with Section 4. (e) Livestock grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing, except as allowed in the Management Plan; 4 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS (g) Residential, commercial, retail, institutional, or industrial uses except as set forth in Section 4: (h) Any legal or de facto division, subdivision or portioning of the Restricted Property, except transfers in accordance with Section 17 below; (i) Construction, reconstruction or placement of any building or other improvement, billboard, or signs except signs permitted in Section 2(b) and Section 4; (j) Depositing, dumping or accumulating soil, trash, ashes, refuse, waste, bio-solids or any other material; (k) Planting, introduction or dispersal of non-native or exotic plant or animal species; (I) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Restricted Property, except as set forth in Section 4; (m) Altering the general topography of the Restricted Property, including but not limited to building of roads, trails, and flood control work, except as set forth in Section 4; (n) Removing, destroying, or cutting of trees, shrubs or other vegetation, except as necessary for (1) emergency fire protection as required by fire safety officials as set forth in Section 4(f), (2) controlling invasive, exotic plants which threaten the integrity of the habitat, (3) preventing or treating disease, (4) completing the MMRP, Management Plan, and/or Mitigation Plan, (5) activities described in Section 2, Section 4 and Section 13; (o) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Restricted Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters, except as set forth in Section ,1; and Fuel modification zones (defined as a strip of mowed land or the planting of vegetation possessing low combustibility for purposes of fire suppression). 4. Declarant's Reserved Rights. Declarant reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Restricted Property, including the right to engage in or to permit or invite others to engage in all uses of the Restricted Property that are consistent with the Purpose of this Restrictive Covenant, including the following uses: (a) Access. Reasonable access through the Restricted Property to adjacent land over existing roads, or to perform obligations or other activities permitted by this Restrictive Covenant or that are required under the MMRP, Management Plan, and/or Mitigation Plan. In addition, police and other public safety organizations and their personnel may enter the Restricted Property to address any legitimate public health or safety matter. (b) Habitat Enhancement Activities. Enhancement of native plant communities, including the right to plant trees and shrubs of the same type as currently existing on the Restricted Property, so long 5 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS as such activities do not harm the habitat types identified in the MMRP, Management Plan, and/or Mitigation Plan. For purposes of preventing erosion and reestablishing native vegetation, the Declarant shall have the right to revegetate areas that may be damaged by the permitted activities under this Section 4, naturally occurring events or by the acts of persons wrongfully damaging the Natural Condition of the Restricted Property. Prior to any habitat enhancement activities, Declarant shall have its Biological Monitor submit detailed plans to City, CDFW, and USFWS for review and approval. Habitat enhancement activities shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements and Management Plan. (c) Vegetation, Debris, and Exotic Species Removal. Removal or trimming of vegetation downed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species. Vegetation, debris, and exotic plant species removal shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements, and Management Plan. (d) Erection and Maintenance of Informative Signage. Erection and maintenance of signage and other notification features saying, "Natural Area Open Space," "Protected Natural Area," or similar descriptions that inform persons of the nature and restrictions on the Restricted Property. Prior to erection of such signage, the Declarant shall submit detailed plans showing the location of such signs to City, CDFW, and USFWS for review and approval. The erection and maintenance of informative signage shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, and permitting requirements. (e) No Interference with Development of Adjoining Property. Notwithstanding anything set forth herein to the contrary, nothing in this Restrictive Covenant is intended nor shall be applied to in any way limit Declarant or any of Declarant's successors and assigns from (1) constructing, placing, installing, and/or erecting any improvements upon the portions of the Project not constituting the Restricted Property, (2) installing and/or maintaining the subsurface infrastructure improvements, utility lines, landscaping (including irrigation and runoff), landscape mitigation, and/or similar non-structural improvements within the Restricted Property, and/or (3) developing adjoining property for any purposes, except as limited by any local, state or federal permit requirements for such development and provided that for all of the above clauses (1), (2), and (3) neither such activity nor any effect resulting from such activity amounts to a use of the Restricted Property, or has an impact upon the Restricted Property, that is prohibited by Section 3 above. (f) Fire Protection. The right, in an emergency situation only, to maintain firebreaks (defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove brush, otherwise perform preventative measures required by the fire department to protect structures and other improvements from encroaching fire. All other brush management activities shall be limited to areas outside the Restricted Property. 5. Access. This Restrictive Covenant does not convey a general right of access to the public or a general right of access to the Restricted Property. In accordance with Section 4(d), Declarant shall install signage at all 6 Assessor's Parcel Number: 212-110-05, 212-1 J0-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS likely points of entry informing persons of the nature and restrictions on the Restricted Property. This Restrictive Covenant will allow for access to the Restricted Property by City, CDFW, USFWS, and third party easement holders of record at the time of this conveyance at locations designated in easements and reservations of rights recorded in the chain of title to the Restricted Property at the time of this conveyance 6. Long-Term Maintenance, Management, and Monitoring. In addition to the other terms contained herein, Declarant, its successors or assigns shall be responsible for the maintenance/repair of the Restricted Property in perpetuity, which will be implemented and funded via the endowment set forth in Section 7. Such long-term maintenance shall consist of the following activities: (a) annual removal, by hand, of trash or man-made debris, (b) annual maintenance of signage and other notification features or similar descriptions that inform persons of the nature and restrictions on the Restricted Property pursuant to Section 2(b), (c) implement its responsibilities under the Management Plan and any amendments thereto, and (d) annual restoration of the Restricted Property damaged by any activities prohibited by Section 3 herein. Declarant, its successors and assigns shall prepare a monitoring and maintenance report documenting activities performed under subsections (a) through (c) above and shall make reports available to City/CDFW/USFWS upon request. When activities are performed pursuant to subsection {d) above, Declarant shall retain a qualified Biological Monitor to prepare a Restoration Plan and to oversee/monitor such restoration activities. Declarant shall have its Biological Monitor submit a draft Restoration Plan to City/CDFW/USFWS for review and approval prior to its implementation. Upon completion of restoration as specified in the City/CDFW/USFWS -approved Restoration Plan, Declarant shall have its Biological Monitor prepare a detailed monitoring report, and Declarant shall make the report available to City/CDFW/USFWS within thirty {30) days of completion of restoration activities. Declarant, its successors or assigns and the Biological Monitor shall sign the monitoring report, and the report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on-site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performed by the Declarant, its successors or assigns, or its contractor in accordance with the City/CDFW/USFWS-approved Restoration Plan, and corrections recommended and implemented. 7. Endowment Declarant shall establish an endowment fund to be held in trust, invested and the interest disbursed therefrom to provide sufficient funds for the perpetual management, maintenance, and monitoring of the Property as required under this Restrictive Covenant. City, CDFW, and USFWS shall have the right to review and approve the terms of the endowment agreement and shall be a third party beneficiary of that agreement with the right to review and approve any amendments. (a) Include the following principles offiduciary duty in the endowment fund agreement: (1) The endowment holder shall have a fiduciary duty to hold the endowment funds in trust for the Property. {2) The endowment holder shall not commingle the endowment funds with other funds. Funds may be pooled for investment management purposes only. (3) The endowment holder shall have a duty of loyalty and shall not use the endowment funds for its own personal benefit. 7 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS (4) The endowment holder shall act as a prudent investor of the endowment funds. (S) The endowment holder shall not delegate the responsibility for managing the funds to a third party but may delegate authority to invest the funds with Declarant's oversight. The endowment holder shall act with prudence when delegating authority and in the selection of agents. (6) The endowment holder shall have an annual audit of the endowment performed by a licensed CPA, and shall submit the auditor's written report to City, CDFW, and USFWS upon completion. (7) Endowment funds set aside for the management of the Property shall not be used to pay any damages for liability due to acts or omissions of the endowment holder or any other party. 8. City, CDFW, and USFWS Rights. To accomplish the Purpose of this Restrictive Covenant, Declarant hereby grants and conveys the following rights to City, CDFW, and USFWS (but without obligation of the City, CDFW, and USFWS): (a) A non-exclusive easement on and over the Restricted Property to preserve and protect the Conservation Values of the Restricted Property; and (b) A non-exclusive easement on and over the Restricted Property to enter upon the Restricted Property to monitor Declarant's compliance with and to otherwise enforce the terms of this Restrictive Covenant; and (c) A non-exclusive easement on and over the Restricted Property to prevent any activity on or use of the Restricted Property that is inconsistent with the Purpose of this Restrictive Covenant and to require the restoration of such areas or features of the Restricted Property that may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Restrictive Covenant; and (d) All present and future development rights allocated, implied, reserved or inherent in the Property; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property; and (e) The right to enforce by means, including, without limitation, injunctive relief, the terms and conditions of this Restrictive Covenant. 9. Enforcement. (a) Right to Enforce. Declarant, its successors and assigns, grant to CDFW, USFWS, Department of Justice, and the State Attorney General, as well as the City, a discretionary right to enforce these restrictive covenants in a judicial or administrative action against any person(s) or other entity(ies) violating or attempting to violate these restrictive covenants; provided, however, that no violation of these restrictive covenants shall result in a forfeiture or reversion of title. The rights under this Section are in addition to, and do not limit rights conferred in Section 8 above, or any rights of the various documents created thereunder or referred to therein. (b) Notice. 8 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS (1) If City, CDFW, and/or USFWS determines Declarant is in violation of the terms of this Restrictive Covenant or that a violation is threatened, City/CDFW /USFWS may demand the cure of such violation. In such a case, City/CDFW /USFWS shall issue a written notice to Declarant (hereinafter "Notice of Violation") informing Declarant of the violation and demanding cure of such violation. (2) Declarant shall cure the noticed violation within fifteen (15) days of receipt of said written notice from City, CDFW, and/or USFWS. If said cure reasonably requires more than fifteen (15) days, Declarant shall, within the fifteen (15) day period submit to City/CDFW/USFWS for review and approval a plan and time schedule to diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. If Declarant disputes the Notice of Violation, it shall issue a written notice of such dispute (hereinafter "Notice of Dispute") to the City/CDFW/USFWS within fifteen (15) days of receipt of written notice of violation. (3) If Declarant fails to cure the noticed violation(s) within the time period(s) described in Section 9(b)(2) above, or Section 9(c) below, City/CDFW/USFWS may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Declarant with the terms of this Restrictive Covenant. In such action, the City/CDFW/USFWS may (i) recover any damages to which they may be entitled for violation by Declarant of the terms of this Restrictive Covenant, (ii) enjoin the violation, ex parte if necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or (iii) pursue other equitable relief, including, but not limited to, the restoration of the Restricted Property to the condition in which it existed prior to any such violation or injury. City/CDFW/USFWS may apply any damages recovered to the cost of undertaking any corrective action on the Restricted Property. (4) If Declarant provides City/CDFW/USFWS with a notice of dispute, as provided herein, City/CDFW/USFWS shall meet and confer with Declarant at a mutually agreeable place and time, not to exceed thirty (30) days from the date that City/CDFW/USFWS receives the notice of dispute. City/CDFW/USFWS shall consider all relevant information concerning the disputed violation provided by Declarant and shall determine whether a violation has in fact occurred and, if so, whether the notice of violation and demand for cure issued by City/CDFW/USFWS is appropriate in light ofthe violation. (5) If, after reviewing Declarant's notice of dispute, conferring with Declarant, and considering all relevant information related to the violation, City, CDFW, and/or USFWS determines that a violation has occurred, City/CDFW/USFWS shall give Declarant notice of such determination in writing. Upon receipt of such determination, Declarant shall have fifteen (15) days to cure the violation. If said cure reasonably requires more than fifteen (15) days, Declarant shall, within the fifteen (15) day period submit to City/CDFW/USFWS for review and approval a plan and time schedule to diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. (c) Immediate Action. If City/CDFW/USFWS, in its reasonable discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Restricted Property, City/CDFW/USFWS may immediately pursue all available remedies, 9 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS including injunctive relief, available pursuant to both this Restrictive Covenant and state and federal law after giving Declarant at least twenty four (24) hours' written notice before pursuing such remedies. So long as such twenty four (24) hours' notice is given, City/CDFW/USFWS may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or notice of dispute as described in Section 9(b)(2). The written notice pursuant to this paragraph may be transmitted to Declarant by e-mail. The rights of City/CDFW/USFWS under this paragraph apply equally to actual or threatened violations of the terms of this Restrictive Covenant. Declarant agrees that the remedies at law for City/CDFW /USFWS for any violation of the terms of this Restrictive Covenant are inadequate and that City/CDFW/USFWS shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which City/CDFW/USFWS may be entitled, including specific performance of the terms of this Restrictive Covenant, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this Section 9(c) shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. (d) Costs of Enforcement. Any costs incurred by City/CDFW/USFWS in enforcing the terms of this Restrictive Covenant against Declarant including, but not limited to, costs of suit and, any costs of restoration necessitated by Declarant's violation or negligence under the terms of this Restrictive Covenant shall be borne by Declarant. (e) Enforcement Discretion. Enforcement of the terms ofthis Restrictive Covenant shall be at the discretion of City/CDFW /USFWS. Any forbearance by City/CDFW /USFWS to exercise rights under this Restrictive Covenant in the event of any breach of any term of this Restrictive Covenant by Declarant shall not be deemed or construed to be a waiver by City/CDFW/USFWS of such term or of any subsequent breach of the same or any other term of this Restrictive Covenant or of any of the rights of City/CDFW/USFWS under this Restrictive Covenant. No delay or omission by City/CDFW/USFWS in the exercise of any right or remedy upon any breach by Declarant shall impair such right or remedy or be construed as a waiver. (f) Acts Beyond Declarant's Control. Nothing contained in this Restrictive Covenant shall be construed to entitle City/CDFW/USFWS to bring any action against Declarant for any injury to or change in the Restricted Property resulting from: (1) Any natural cause beyond Declarant's control, including without limitation, fire, flood, storm, and earth movement; or (2) Any prudent action taken by Declarant under emergency conditions to prevent, abate, or mitigate significant injury to persons and/or the Restricted Property. (g) Notwithstanding the foregoing, even actions undertaken during emergency conditions must receive prior authorization from the City before any ground-disturbing activities occur in the Restricted Property. 10. Costs and Liabilities. Declarant, its successors or assigns, retain all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Restricted Property. Declarant agrees City, CDFW, and USFWS shall not have any duty or responsibility for the operation, upkeep, or maintenance of the Restricted Property, the monitoring of hazardous conditions thereon, or Assessor's Parcel Number: 212-1 I0-05, 212-110-06, 212-110-07, 212-1 I0-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/CDP 16-31/ HMP 16-04/MS 2018-0005 (DEV 13018); WEST OAKS the protection of Declarant, the public or any third parties from risks relating to conditions on the Restricted Property. Declarant, its successors or assigns, remain solely responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements. 11. Taxes. Declarant, its successors or assigns shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Restricted Property by competent authority, including any taxes imposed upon, or incurred as a result of, this Restrictive Covenant, and agrees to furnish City, CDFW, and USFWS with satisfactory evidence of payment upon request. 12. No Hazardous Materials Liability. (a) Declarant represents and warrants that it has no knowledge of any release or threatened release of Hazardous Materials (defined below) in, on, under, about or affecting the Restricted Property. (b) Despite any contrary provision of this Restrictive Covenant, the parties do not intend this Restrictive Covenant to be, and this Restrictive Covenant shall not be, construed such that it creates in or gives City, CDFW, and USFWS any of the following: (1) The obligations or liabilities of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a){3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or (4) The right to investigate and remediate any Hazardous Materials associated with the Restricted Property; or (5) Any control over Declarant's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Restricted Property. (c) The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Restrictive Covenant. 11 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS (d) The term "Environmental Laws" includes, without limitation, any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Declarant represents, warrants and covenants to City, CDFW, and USFWS that activities upon and use of the Restricted Property by Declarant, its agents, employees, invitees and contractors will comply with all Environmental Laws. 13. Additional Easements. Deel a rant shall not grant any additional easements, rights of way or other interests in the surface or subsurface of the Restricted Property (other than a security interest that is subordinate to this Restrictive Covenant), or grant or otherwise abandon or relinquish any rights relating to the Restricted Property, without first obtaining the written consent of City, CDFW, and USFWS. City, CDFW, and/or USFWS may withhold such consent if it determines that the proposed interest or transfer is inconsistent with the Purpose of this Restrictive Covenant or will impair or interfere with the Conservation Values of the Restricted Property. This Section shall not prohibit transfer of a fee or leasehold interest in the Restricted Property that is subject to this Restrictive Covenant and complies with Section 17 below. Declarant, its successors and assigns shall record any additional easements or other interests in the Restricted Property approved by the City, CDFW, and USFWS in the official records of San Diego County, California and provide a copy of the recorded document to the City, CDFW, and USFWS. 14. Hold Harmless. Declarant shall hold harmless, protect and indemnify City and its, officials (elected or appointed), directors, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each a "City Indemnified Party" and, collectively, "City's Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation, reasonable attorneys' fees and experts' fees), causes of action, claims, demands, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that this indemnification shall be inapplicable with respect to any Claim due solely to the negligence or willful misconduct of any City Indemnified Party. If any action or proceeding is brought against any of City's Indemnified Parties by reason of any such Claim, Declarant shall, at the election of and upon written notice from any of the City's Indemnified Parties defend such action or proceeding with counsel reasonably acceptable to the City Indemnified Party, or reimburse the party for all charges incurred for services, including attorneys' fees, in defending the action or proceeding. 15. Amendment. Declarant may amend this Restrictive Covenant only after written concurrence by City, CDFW, and USFWS. Any such amendment shall be consistent with the Purpose of this Restrictive Covenant and shall not affect its perpetual duration. Declarant shall record any amendments to this Restrictive Covenant approved by City, CDFW, and USFWS in the official records of San Diego County, California, and shall provide a copy of the recorded document to City, CDFW, and USFWS. 16. Recordation. Declarant shall promptly record this instrument in the official records of San Diego County, California, and provide a copy of the recorded document to City, CDFW, and USFWS. 12 17. Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ZC 16-03/LCPA 16-04/SDP 16-20/CDP 16-31/HMP 16-04/MS2018-0005 (DEV 13018); WEST OAKS Assignment and Subsequent Transfers. (a) Declarant agrees to incorporate the terms of this Restrictive Covenant in any deed or other legal instrument by which Declarant divests itself of any interest in all or a portion of the Restricted Property. Declarant, its successor or assign agrees to (i) incorporate by reference to the title of and the recording information for this Restrictive Covenant in any deed or other legal instrument by which each divests itself of any interest in all or a portion of the Restricted Property, including, without limitation, a leasehold interest and (ii) give actual notice to any such transferee or lessee of the existence of this Restrictive Covenant. Declarant, its successor or assign agrees to give written notice to City, CDFW, and USFWS of the intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Any subsequent transferee shall be deemed to have assumed the obligations of this Restrictive Covenant and to have accepted the restrictions contained herein. The failure of Declarant, its successor or assign to perform any act provided in this Section shall not impair the validity of this Restrictive Covenant_ or limit its enforceability in any way. (b) From and after the date of any transfer of all or any portion of the Restricted Property by Declarant and each transfer thereafter, (i) the transferee shall be deemed to have assumed all of the obligations of Declarant as to the portion transferred, as set forth in this Restrictive Covenant, (ii) the transferee shall be deemed to have accepted the restrictions contained herein as to the portion transferred, (iii) the transferor, as applicable, shall have no further obligations hereunder except for the obligations set forth above in this paragraph and pursuant to Section 24, and (iv) all references to Declarant in this Restrictive Covenant shall thereafter be deemed to refer to such transferee. 18. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and be served personally or sent by first class mail, postage prepaid, addressed as follows: To Declarant: To: GS Carlsbad West Oaks Owner LLC City of Carlsbad 13 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/MS 2018-0005 (DEV 13018); WEST OAKS 1635 Faraday Avenue Carlsbad, CA 92008 California Dept. of Fish and Wildlife, Region 5 3883 Ruffin Road San Diego, CA 92123 US Fish and Wildlife Service 2177 Salk Avenue, Suite 250 Carlsbad, CA 92008 FAX 760-431-5902 or to such other address as either party shall designate by written notice to the other. Notice shall be deemed effective upon delivery in the case of personal delivery or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail. 19. Controlling Law. The laws of the United States and the State of California shall govern the interpretation and performance of this Restrictive Covenant. 20. Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Restrictive Covenant shall be liberally construed in favor of the deed to effect the purpose of this Restrictive Covenant and the policy and purpose of California Civil Code Section 815, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Restrictive Covenant that would render the provision valid shall be favored over any interpretation that would render it invalid. 21. Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Restrictive Covenant, such action shall not affect the remainder of this Restrictive Covenant. If a court of competent jurisdiction voids or invalidates the application of any provision of this Restrictive Covenant to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. 22. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Declarant's title in any respect. 23. Successors. The covenants, terms, conditions, and restrictions of this Restrictive Covenant shall be binding upon, and inure to the benefit of the parties hereto and their respective personal representatives, heirs, 14 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/MS 2018-0005 (DEV 13018); WEST OAKS successors, and assigns and shall continue as a servitude running in perpetuity with the Restricted Property. 24. Termination of Rights and Obligations. A party's rights and obligations under this Restrictive Covenant terminate upon transfer of the party's interest in the Restrictive Covenant or Restricted Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 25. Captions. The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 26. City, CDFW, and USFWS Benefited Parties Except for Section 23, the terms of this Restrictive Covenant are for the benefit of the City, CDFW, and USFWS only, and are not for the benefit of any other parties. [signatures on next page] 15 Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); WEST OAKS IN WITNESS WHEREOF, Declarant has executed this Restrictive Covenant on the day and year first above written. "Declarant" GS CARLSBAD WEST OAKS OWNER, LLC., a Delaware limited liability company By: GS CARLSBAD WEST OAKS LLC., a Delaware limited liability company its sole member and sole manager By: PR Ill Carlsbad West Oaks Investor LLC, a Delaware limited liability company, a Member By: PR Ill West Sub REIT LLC, a Delaware limited liability company, its Sole Member By: PRISA Ill Apartment Sub REIT TRS LLC, a Delaware limited liability company its Manager By: PR Ill Apartment REIT, LLC, a Delaware limited liability company, its Manager By: PRISA Ill Investments, LLC, a Delaware limited liability company, its Manager By: PRISA Ill REIT Operating LP, a Delaware limited partnership its Sole Member By: PRISA Ill OP GP, LLC, a Delaware limited liability company, its General Partner By: PRISA Ill Fund LP, a Delaware limited partnership its manager By: PRISA Ill Fund GP, LLC, a Delaware limited liability company its general partner By: PRISA Ill Fund PIM, LLC, a Delaware limited liability company, its sole member By: PGIM, Inc., a New Jersey corporation its sole member By: GS Carlsbad West Oaks Manager LLC., a Delaware limited liability company a member By: Greystar Development Manager LLC., a Delaware limited liability company its sole member By: (Name of Developer) Raul Tamez (print name here) Authorized Signatory GS Carlsbad West Oaks LLC (title and organization of signatory) See Attached Fann For Notary Upeksha Thennakoon Knox, Notary Public Dated-06 /~G j'202~ APPROVED AS TO FORM: CINDIE K. MCMAHON City Attorney By: Date: C. Dalton Sorich Assistant City Attorney City of Carlsbad CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On Uune. 2,6f\ ~ '20~b before me, Upeksha Thennakoon Knox, N otary Public Date Here Insert Name and Title of the Officer personally appeared ---~-----=---0.-'----'-'-l_Tc_Q....:....:....:ro'-"--"'ee....;-z.=----------------- Name(sJ of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ✓.-;;,!\1,,1;~ UPEKSHA THENNAKOON KNOX Notary Public • Calffornla ,. Los Angeles County f ~ Corlimlnlop # 2470248 • •' My Comm. Elcplm Nov a, 2021 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _D~e~c=\~a~r-~~l-i~' -C~0~0-\-: __ <1<~-e~s_h_;c~n_v~e~~eo~"~e.~h~C\~N~Lt-S~-- Document Date: ---------~~--------Number of Pages: __ -___ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □Other:-----~--~-~-- Signer Is Representing: cSis O:u-lsbca& WeSt- -0 o\c,S U.C. Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other: _____________ _ Signer Is Representing: _________ _ Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); EXHIBIT A-LEGAL DESCRIPTION OF RESTRICTED PROPERTY 17 EXHIBIT A RESTRICTIVE COVENANT LEGAL DESCRIPTION THOSE PORTIONS OF LOTS 5 THROUGH 8, WEST OAKS WAY AND THE EASEMENT FOR PUBLIC RIGHT-OF-WAY SHOWN ON CARLSBAD TRACT NO. 82-4 PALOMAR OAKS II, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 11358, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, OCTOBER 23, 1985, AND THAT PORTION OF THE LAND SHOWN ON RECORD OF SURVEY MAP NO. 17412, FILED IN SAID OFFICE OF THE COUNTY RECORDED, MAY 23, 2002, BEING A PORTION OF LOT "G" OF THE RANCHO AGUA HEDIONDA, ACCORDING TO MAP NO. 823, FILED IN SAID OFFICE OF THE COUNTY RECORDER, DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT THE MOST NORTHERLY CORNER OF LOT 7 OF SAID MAP 11358, SAID POINT BEING THE NORTHERLY TERMINUS OF A CURVE HAVING A RADIUS OF 1,933.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 21°15'3311 EAST (RECORD NORTH 21°15'36" EAST PER MAP 11358); THENCE WESTERLY ALONG THE NORTHWESTERLY PROLONGATION OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 02°07'0811 , A DISTANCE OF 71.49 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1,933.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 19°08'2511 EAST; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02°07'5811 , A DISTANCE OF 71.96 FEET TO THE WESTERLY LINE OF THE LAND SHOWN ON SAID RECORD OF SURVEY MAP NO. 17412; THENCE ALONG SAID WESTERLY LINE AND THE SOUTHWESTERLY LINES OF SAID RECORD OF SURVEY MAP NO. 17412 AND SAID MAP 11358, SOUTH 08°00'21 11 WEST (RECORD SOUTH 08°02'5511 WEST PER RECORD OF SURVEY MAP NO. 17412), 179.52 FEET AND SOUTH 56°48'4811 EAST (RECORD SOUTH 56°54'41 11 EAST PER RECORD OF SURVEY MAP NO. 17412 -RECORD SOUTH 56°39'5911 EAST PER MAP 11358), 133.22 FEET; THENCE ALONG THE SOUTHERLY RIGHT-OF-WAY OF WEST OAKS WAY, SOUTH 56°37'4911 EAST, 3.61 FEET; THENCE LEAVING SAID SOUTHERLY RIGHT-OF WAY, NORTH 05°52'1711 WEST, 144.70 FEET; THENCE NORTH 76°28'4011 WEST, 13.36 FEET; THENCE NORTH 13°31'2011 EAST, 68.33 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 18.75 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 68°22'2311 EAST; THENCE NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 49°26'4611 , A DISTANCE OF 16.18 FEET; EXHIBIT A -Page 1 of 5 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-005CE_exA.docx EXHIBIT A RESTRICTIVE COVENANT LEGAL DESCRIPTION THENCE NORTH 18°55'33" EAST, 6.38 FEET TO THE TRUE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL CONTAINS 18,450 SQUARE FEET OR 0.424 ACRES, MORE OR LESS. PARCEL 2 BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 7, SAID POINT BEING THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1,933.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 21°15'33" EAST (RECORD NORTH 21°15'36" EAST PER MAP 11358); THENCE ALONG THE NORTHERLY LINE OF SAID MAP 11358, EASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 0°29'24", A DISTANCE OF 16.53 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1,933.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 21°44'22" EAST; THENCE CONTINUING ALONG THE NORTHERLY AND NORTHEASTERLY LINES OF SAID MAP 11358, THE FOLLOWING COURSES: 1) SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°06'24", A DISTANCE OF 678.34 FEET; 2) SOUTH 48°08'39" EAST, 388.68 FEET (RECORD SOUTH 48°08'16" EAST, 388.64 PER MAP 11358) TO THE BEGINNING OF A TANGENT CURVE, CONCAVE, NORTHEASTERLY AND HAVING A RADIUS OF 2,067.00 FEET; 3) TANGENT TO SAID CURVE, SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 14°44'22", A DISTANCE OF 531.74 FEET; THENCE LEAVING SAID NORTHEASTERLY LINE, THE FOLLOWING COURSES: 1) SOUTH 9°34'17" WEST, 10.16 FEET; 2) SOUTH 2°26'20" WEST, 1.58 FEET TO A POINT OF INTERSECTION WITH A LINE PARALLEL WITH AND 7.00 FEET NORTHWESTERLY OF THAT PORTION OF THE NORTHWESTERLY RIGHT-OF-WAY LINE OF PALOMAR OAKS WAY HAVING A BEARING AND DISTANCE OF NORTH 24°15'47" EAST, 103.79 FEET AS SHOWN ON SAID MAP 11358; THENCE ALONG SAID PARALLEL LINE, SOUTH 24°14'37" WEST, 107.55 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 28.00 FEET, SAID CURVE BEING CONCENTRIC WITH AND 7.00 FEET NORTHERLY OF THE NORTHERLY RIGHT-OF-WAY LINE OF SAID PALOMAR OAKS WAY; EXHIBIT A-Page 2 of 5 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-005CE_exA.docx EXHIBIT A RESTRICTIVE COVENANT LEGAL DESCRIPTION THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 91 °32'1 O", A DISTANCE OF 44.73; THENCE SOUTH 26°56'38" WEST, 4.00 FEET TO A POINT OF INTERSECTION WITH A LINE CONCENTRIC AND PARALLEL WITH AND 3.00 FEET NORTHEASTERLY OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF WEST OAKS WAY AS SHOWN ON SAID MAP 11358, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 115.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 25°55'31" WEST; THENCE ALONG SAID CONCENTRIC AND PARALLEL LINE, THE FOLLOWING COURSES: 1) NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 22°21'41", A DISTANCE OF 44.88 FEET; 2) TANGENT TO SAID CURVE, NORTH 41°42'48" WEST, 42.22 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE, SOUTHWESTERLY AND HAVING A RADIUS OF 952.00 FEET; 3) NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 03°51'30", A DISTANCE OF 64.11 FEET; THENCE LEAVING SAID CONCENTRIC AND PARALLEL LINE, NON-TANGENT TO SAID CURVE, NORTH 45°04'04" EAST, 4.91 FEET; THENCE NORTH 46°19'19" WEST, 19.84 FEET; THENCE SOUTH 47°17'28" WEST, 4.87 FEET TO A POINT OF INTERSECTION WITH LAST SAID CONCENTRIC AND PARALLEL LINE, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 952.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 43°13'23" EAST; THENCE ALONG SAID CONCENTRIC AND PARALLEL LINE, THE FOLLOWING COURSES: 1) NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 07°29'18", A DISTANCE OF 124.42 FEET TO THE BEGINNING OF A REVERSE CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 941.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS SOUTH 35°44'05" WEST; 2) NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°28'56", A DISTANCE OF 172.16 FEET; 3) TANGENT TO SAID CURVE, NORTH 43°46'59" WEST, 101.23 FEET; EXHIBIT A -Page 3 of 5 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SCE_exA.docx EXHIBIT A RESTRICTIVE COVENANT LEGAL DESCRIPTION THENCE LEAVING SAID CONCENTRIC AND PARALLEL LINE, NORTH 44°08'24" EAST, 6.58 FEET; THENCE NORTH 45°09'55" WEST, 38.71 FEET; THENCE SOUTH 45°25'44" WEST, 6.84 FEET TO A POINT OF INTERSECTION WITH LAST SAID CONCENTRIC AND PARALLEL LINE, SAID POINT BEING THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 219.00 FEET, A RADIAL LINE TO SAID BEGINNING OF CURVE BEARS NORTH 40°12'49" EAST; THENCE ALONG SAID CONCENTRIC AND PARALLEL LINE, THE FOLLOWING COURSES: 1) NORTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 39°31'39", A DISTANCE OF 151.09 FEET; 2) NORTH 89°18'50" WEST, 29.11 FEET; THENCE LEAVING SAID CONCENTRIC AND PARALLEL LINE, NORTH 21°14'39" WEST, 86.45 FEET; THENCE NORTH 35°44'19" WEST, 15.37 FEET; THENCE NORTH 45°27'36" WEST, 25.55 FEET; THENCE NORTH 54°14'03" WEST, 25.99 FEET; THENCE NORTH 59°10'13" WEST, 20.52 FEET; THENCE NORTH 44°24'43" WEST, 62.99 FEET; THENCE NORTH 42°21 '42" WEST, 70.60 FEET; THENCE NORTH 48°06'17" WEST, 114.67 FEET; THENCE NORTH 44°05'31" WEST, 6.44 FEET; THENCE NORTH 57°12'42" WEST, 113.93 FEET; THENCE NORTH 64°28'52" WEST, 20.72 FEET; THENCE NORTH 41°47'09" EAST, 28.05 FEET; THENCE NORTH 5°58'58" EAST, 3.53 FEET; THENCE NORTH 84°01'02" WEST, 9.79 FEET; EXHIBIT A -Page 4 of 5 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SCE_exA.docx EXHIBIT A RESTRICTIVE COVENANT LEGAL DESCRIPTION THENCE SOUTH 41°47'09" WEST, 28.11 FEET; THENCE NORTH 64°28'52" WEST, 91.63 FEET; THENCE NORTH 67°24'22" WEST, 148.88 FEET; THENCE NORTH 5°54'27" WEST, 38.77 FEET; THENCE NORTH 14°05'40" EAST, 55.62 FEET; THENCE SOUTH 87°59'37" EAST, 10.13 FEET; THENCE NORTH 80°33'04 WEST, 2.16 TO THE TRUE POINT OF BEGINNING; EXCEPTING THEREFROM THAT PORTION OF EASEMENTS IN FAVOR OF BUENA SANITATION DISTRICT RECORDED FEBRUARY 8, 1965, AS INSTRUMENT NO. 356276 AND RECORDED FEBRUARY 15, 1965, AS INSTRUMENT NO. 28063, BOTH OF OFFICIAL RECORDS THE ABOVE DESCRIBED PARCEL CONTAINS 154,266 SQUARE FEET OR 3.541 ACRES, MORE OR LESS. AS SHOWN ON EXHIBIT B, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT . . MART SMITH, P.L.S. 8070 DATE PREPARED: 07/21/2023 EXHIBIT A -Page 5 of 5 M :\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SCE_exA.docx Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); EXHIBIT B-PLAT MAP 18 AREA: EXHIBIT B PARCEL 2 SEE SHEETS 2 THROUGH 7 PARCEL 1: 18,450 SQUARE FEET / 0.424 ACRES PARCEL 2 -N'LY: 55,637 SQUARE FEET / 1.277 ACRES PARCEL 2 -S'LY: 98,629 SQUARE FEET / 2.264 ACRES TOTAL 172,716 SQUARE FEET / 3.965 ACRES t\\\\\1 RESTRICTIVE COVANENT AREA PARCEL 2 SEE SHEETS .l... 2 THROUGH 7 ~ ~ ~ Q;- NOTE: SEE SHEETS 8 & 9 FOR EASEMENT NOTES AND LOCATION LINE LEGEND: ---------SUBJECT PROPERTY LINES -----------CONSERVATION EASEMENT LINES ---------LOT LINES 07/21/2023 500' o' 250' 500' ~-c• I I SCALE: 111 = 500' EXHIBIT B DATE: 07/21/2023 FULL CIRCLE THINKING• 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe,com PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 1 OF 9 M:\Mapplng\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:10:25 PM S56'37'49"E 3.61' LINE TABLE LINE BEARING DISTANCE L1 N18'55'33"E 6.38' L2 S87'59'37"E 10.13' L3 N80'33'04"E 2.16' FULL CIRCLE THINKINo• 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe.com CURVE C1 11@'ii"ll IB]£[p ilil©@® 50' o' 25• 50' ~-c-! I SCALE: 1 " = 50' CURVE TABLE DELTA RADIUS LENGTH 49'2614611 18.75' 16.18' RECORD DATA: ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. EXHIBIT B DATE: 07/21/2023 1-w w I ti) w w ti) PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 2 or 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2: 10:39 PM N ILu Lu :c (/) Lu Lu (/) 11,@'TI"ll [rA)£[p il'il®@® EXHIBIT B -----1 ~, 0:: '-/1 ~, .~ I N J' G; I \.\.'\,,,.\ ~, 2"57'56" 09~ ~ [!:,@'TI'@ [rA)£[p 'il'il®@® ""'" ILu Lu :c (/) Lu Lu 1''l7'<9. (/) 06', 7> .. Ip RECORD DATA: ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. 50' o' 25' 50' ~-c• I I SCALE: 111 = 50' r•.., f~ ~tFUiCCE EXHIBIT B DATE: 07/21/2023 ~ ENGINEERING FULL CIRCLE THINKINCO 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe.com PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 3 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2: 10:52 PM ti) 1-w Lu :::c (/) Lu w (/) ~ J'.1-~ o ~ ~)-~+. ""' J' RECORD DATA: EXHIBIT B 50' o' 25' 50• ~-.-1 I SCALE: 1" = 50' SEE SHEET 5 ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. ,, . .., f~ ... tRli0m-~ ENGINEERING FULL CIRCLE TH1NK1Na 8 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe,com EXHIBIT B DATE: 07/21/2023 PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 4 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:11 :04 PM EXHIBIT B ,-0 .:.,,<o 50• o· 25• 50• ¾"' ,.._••r:•11.::111111:...l _ __,I ,, r::w. -. . -11p.,o SCALE: 1" = 50' O,pl' 1>o ~l) it) L{) LO N ;:-..- <.O ;:-!:'") CJ) r---..-N ~ i'.n """ """ i'.n z t0 z N I") RECORD DATA: ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. ~ ♦: :♦FUSCCE ~ ENGINEERING FULL CIRCLE THINKIN0 1 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe.com EXHIBIT B DATE: 07/21/2023 PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 5 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:11 :14 PM 1/) 1-w w ::c (/) w w (/) RECORD DATA: EXHIBIT B '° "4(a ~..P 50' o' 25' so' 4~A ~---I __ I V..p;-SCALE: 1 " = so· ..Po4b A IP 'il'il@II • " 1: ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. FULL CIRCLE THINKING• 1S53S Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe,com EXHIBIT B DATE: 07/21/2023 PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 6 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-005RC_ex8.dwg I PLOT: 7/21/2023 2:11 :54 PM SEE SHEET 6 [!:.@ii' 'U liV.il&lP '11~®@® RECORD DATA: EXHIBIT B {O 00 ci LC"? .,... 3: -;:; = 0 r---N <O N N (/) ( ... ) INDICATES RECORD DATA PER ROS 17412. [ ... ] INDICATES RECORD DATA PER MAP 11358. 50' o' 25' 50' ~--• I.___----JI FULL CIRCLE THINKINGO 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe.com SCALE: 1" = 501 EXHIBIT B DATE: 07/21/2023 PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_ex8 DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 7 OF 9 M:\Mopping\2690\005\Legols\Restrictive Covenont\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:12:10 PM SCALE: 1" = 500' ~ ♦~ :♦FUSCCE ~ ENGINEERING FULL CIRCLE THINKINOO 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe.com EXHIBIT B 1 PARCEL 2 500' I EXHIBIT B DATE: 07/21/2023 PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_ex8 DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 8 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:12:21 PM EXISTING EASEMENTS: EXHIBIT B 0 AN EASEMENT FOR PUBLIC UTILITES, INGRESS AND EGRESS AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO GAS & ELECTRIC COMPANY, A CORPORATION RECORDED APRIL 15, 1954 IN BOOK 5205, PAGE 419 OF OFFICIAL RECORDS .. AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED FEBRUARY 8, 1965 AS INSTRUMENT NO. 356276 OF OFFICIAL RECORDS. AN EASEMENT FOR SEWER AND INCIDENTAL PURPOSES, IN FAVOR OF THE COUNTY OF SAN DIEGO RECORDED APRIL 3, 1974 AS INSTRUMENT NO. 83017 AND JULY 5, 1978 AS INSTRUMENT NO. 279136, BOTH OF OFFICIAL RECORDS. AN EASEMENT FOR STORM DRAIN AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED JULY 10, 1986 AS INSTRUMENT NO. 86-284295 OF OFFICIAL RECORDS. AN EASEMENT FOR PUBLIC UTILITIES, INGRESS AND EGRESS AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO GAS AND ELECTRIC COMPANY RECORDED OCTOBER 12, 1988 AS INSTRUMENT NO. 88-519058 OF OFFICIAL RECORDS. AN EASEMENT FOR CONSTRUCTION, OPERATION, REPAIR, RECONSTRUCTION AND ALL ACTIVITIES REGARDING COLLECTING, TRANSPORTING, PUMPING AND TREATING ALL WATER, INCLUDING SURFACE WATER, STREAM WATER, FLOOD WATER AND GROUND WATER FLOWING INTO SAID FACILITIES AND ALL NATIONAL AND ARTIFICIAL DRAINAGE DITCHES AND STRUCTURES OF ANY KIND WHETHER ABOVE OR BELOW THE SURFACE OF THE GROUND AND INCIDENTAL PURPOSES, IN FAVOR OF CARLSBAD MUNICIPAL WATER RECORDED MAY 8, 1989 AS INSTRUMENT NO. 89-240832 OF OFFICIAL RECORDS. AN EASEMENT FOR STORM DRAIN AND RELATED PURPOSES AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED JULY 23, 1987 AS INSTRUMENT NO. 87-414670 OF OFFICIAL RECORDS. AN EASEMENT FOR SEWER FOR SEWER PIPELINES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED JANUARY 5, 1965 AS INSTRUMENT NO. 001288 AND SEPTEMBER 21, 1965 AS INSTRUMENT NO. 171355, BOTH OF OFFICIAL RECORDS, ALONG WITH AN EASEMENT FOR RIGHT OF WAY PURPOSES IN FAVOR OF SAN MARCOS COUNTY WATER DISTRICT (NOW VALLECITOS WATER DISTRICT) RECORDED MARCH 4, 1981, F /P 81-065865 OF OFFICIAL RECORDS. AN EASEMENT FOR SEWER PIPELINES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED FEBRUARY 15, 1965 AS INSTRUMENT NO. 28063 OF OFFICIAL RECORDS. AN EASEMENT FOR PUBLIC ROAD AND INCIDENTAL PURPOSES, IN FAVOR OF THE COUNTY OF SAN DIEGO RECORDED AUGUST 16, 1960 AS INSTRUMENT NO. 165716 OF OFFICIAL RECORDS. AN EASEMENT FOR PUBLIC HIGHWAY AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED OCTOBER 12, 1988 AS INSTRUMENT NO. 88-518899 OF OFFICIAL RECORDS. r•.., -♦~ .. ~ FUSCXE EXHIBIT B DATE: 07/21/2023 ~ ENGINEERING FULL CIRCLE THINKINa• 15535 Sand Canyon Avenue, Suite 100 Irvine, California 92615 949.474.1960 fuscoe,com PLAT TO ACCOMPANY LEGAL DESCRIPTION FN: 2690-00SRC_exB DRAWN BY: MS of: RESTRICTIVE COVENANT CHECKED BY: JR SHEET 9 OF 9 M:\Mapping\2690\005\Legals\Restrictive Covenant\2690-00SRC_exB.dwg I PLOT: 7/21/2023 2:13:09 PM Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SDP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); EXHIBIT C -TITLE REPORT 19 CLTA Preliminary Report Form (Rev. 11/06) Order Number: NHSC-6378170 (tc) Page Number: 1 Update #7 First American TitlefM First American Title Company Anne Nguyen Integral Communities 888 San Clemente Drive, Suite 100 Newport Beach, CA 92660 Customer Reference: Order Number: Title Officer: Phone: Fax No.: E-Mail: Buyer: 4140 Temescal Canyon Rd, Ste 301 Corona, CA 92883 APNs 212-110-01 through 08, and 212-040-26 NHSC-6378170 (tc) Terrell Crutchfield (951)256-5879 (866)558-2872 tcrutchfield@firstam.com PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Cl TA and ALT A Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is Important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the Issuance of a policy of title Insurance, a Binder or Commitment should be requested. First American Title Dated as of February 06, 2026 at 7:30 A.M. Order Number: NHSC-6378170 (tc) Page Number: 2 The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: THE CARLSBAD WESTOAKS PROJECT OWNER, LLC, A DELAWARE LIMITED LIABILITY COMPANY The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: A. General and special taxes and assessments for the fiscal year 2026-2027, a lien not yet due or payable. 1. Intentionally Deleted 2. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 1, as disclosed by Notice of Special Tax Lien recorded May 20, 1991 as Instrument No. 1991-0236959 of Official Records. Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No. 2003- 0289327 of Official Records. Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No. 2003- 0289328 of Official Records. Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No. 2003- 0289329 of Official Records. First American Title Order Number: NHSC-6378170 (tc) Page Number: 3 Document(s) declaring modifications thereof recorded June 24, 2013 as Instrument No. 2013- 0394405 of Official Records. Document(s) declaring modifications thereof recorded September 1, 2015 as Instrument No. 2015- 0462492 of Official Records. Document(s) declaring modifications thereof recorded October 2, 2019 as Instrument No. 2019- 0439364 of Official Records. Document(s) declaring modifications thereof recorded October 2, 2019 as Instrument No. 2019- 0439365 of Official Records. 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. The Following Matters Affect Parcel 1: A 4. An easement for public utilities, ingress and egress and incidental purposes, recorded April 15, 1954 in Book 5205, Page 419 of Official Records. Plotted In Favor of: San Diego Gas and Electric Company R 5. Plotted 6. Plotted B 1. Plotted Affects: Lots 1, 6, and 8 The terms and provisions contained in the document entitled Consent Agreeement and Covenant recorded August 11, 2022 as Instrument No. 2022-0325119 of Official Records. The privilege and right to extend drainage structures, excavation and embankment slopes beyond the limits of Palomar Airport Road where required for the construction and maintenance of said Palomar Airport Road as contained in Deed recorded June 25, 1958, in Book 7138 Page 318, February 16, 1960 as Instrument No. 31696 and October 4, 1960 as Instrument No. 198369, all of Official Records. (Affects Lots 5, 6, 7, and 8) An easement for sewer pipelines and incidental purposes, recorded January 5, 1965 as Instrument No. 001288 and September 21, 1965 as Instrument No. 171355, both of Official Records. In Favor of: Buena Sanitation District Affects: Lots 1 through 6 An easement for public utilities and incidental purposes, recorded February 8, 1965 as Instrument No. 356276 of Official Records. In Favor of: Affects: Buena Sanitation District As described therein The location of the easement cannot be determined from record information. First American Title Order Number: NHSC-6378170 (tc) Page Number: 4 J 8. An easement for sewer pipelines and incidental purposes, recorded February 15, 1965 as Instrument No. 28063 of Official Records. Plotted In Favor of: Buena Sanitation District C 9. Plotted Affects: As described therein The location of the easement cannot be determined from record information. An easement for sewer and incidental purposes, recorded April 3, 1974 as Instrument No. 83017 and July 5, 1978 as Instrument No. 279136, both of Official Records. In Favor of: The County of San Diego Affects: Lot 5 9a. An easement for pipeline and incidental purposes, recorded March 4, 1981 as Instrument No. 65865 of Official Records. Plotted NTP 10• NPFR 11. In Favor of: San Marcos County Water District Affects: Lot 1 The terms and provisions contained in the document entitled "An Agreement Regarding the Payment of a Public Facilities Fee" recorded August 27, 1981 as Instrument No. 81-274339 of Official Records. An easement for public utilities, ingress and egress and incidental purposes, recorded February 11, 1982 as Instrument No. 82-038313 of Official Records. In Favor of: The Pacific Telephone and Telegraph Company Affects: As described therein The location of the easement cannot be determined from record information. NTP 12. The terms and provisions contained in the document entitled "An Agreement Regarding Drainage" recorded June 28, 1982 as Instrument No. 82-198689 of Official Records. Document(s) declaring modifications thereof recorded June 21, 1983 as Instrument No. 83-208083 of Official Records. N PFR 13. An easement for public utilities, ingress and egress and incidental purposes, recorded April 12, 1983 as Instrument No. 83-115717 of Official Records. In Favor of: San Diego Gas and Electric Company Affects: As described therein The location of the easement cannot be determined from record information. First American Title Order Number: NHSC-6378170 (tc) Page Number: 5 DNA 14. An easement for public utilities and incidental purposes, recorded July 12, 1983 as Instrument No. 235405 of Official Records. In Favor of: Costa Real Municipal Water District Affects: As described therein The location of the easement cannot be determined from record information. NTP 15. The terms and provisions contained in the document entitled "An Agreement Regarding Payment of Public Facilities Fee" recorded August 1, 1984 as Instrument No. 84-292094 of Official Records. 16. An easement shown or dedicated on the Map as referred to in the legal description TO BE ABANDONED For: Public street and incidental purposes. 17. An easement shown or dedicated on the Map as referred to in the legal description TO BE ABANDONED For: Storm drain and incidental purposes. (Affects Lots 1, 4, 5, 7, and 8) 18. An easement shown or dedicated on the Map as referred to in the legal description TO BE ABANDONED D 19. Plotted For: Sewer and incidental purposes. (Affects Lots 1, 2, 3, 4, 5, 6, and 7) Abutter's rights of ingress and egress to or from Palomar Airport Road, have been dedicated or relinquished on the filed Map. (Affects Lots 5, 6, 7, and 8) NTP 20. "Covenants, conditions and restrictions in the document recorded October 23, 1985 as Instrument No. 85-395414 of Official Records, but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 21. Plotted An easement for storm drain and incidental purposes, recorded July 10, 1986 as Instrument No. 86- 284295 of Official Records. In Favor of: The City of Carlsbad Affects: Lots 5, 6, 7, and 8 First American Title F 22. Plotted G 23. Plotted Order Number: NHSC-6378170 (tc) Page Number: 6 An easement for public utilities, ingress and egress and incidental purposes, recorded October 12, 1988 as Instrument No. 88-519058 of Official Records. In Favor of: San Diego Gas and Electric Company Affects: Lots 5, 6, 7, and 8 An easement for construction, operation, repair, reconstruction and all activities regarding collecting storing transporting pumping and treating all water, including surface water, stream water, flood water and ground water flowing into said facilities and all national and artificial drainage ditches and structures of any kind whether above or below the surface of the ground and incidental purposes, recorded May 8, 1989 as Instrument No. 89-240832 of Official Records. In Favor of: Carlsbad Municipal Water Affects: Lot 7 NTP 24. "Covenants, conditions and restrictions in the document recorded December 14, 2012 as Instrument No. 2012-0786398 of Official Records, but deleting any covenant, condition, or restriction, if any, indicating a preference, limitation, or discrimination based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, handicap, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, to the extent that such covenants, conditions or restrictions violate applicable state or federal laws. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." R 25. Plotted H 26. Plotted 27. Plotted The Following Matters Affect Parcel 2: An easement for public road and incidental purposes, recorded August 16, 1960 as Instrument No. 165716 of Official Records. In Favor of: The County of San Diego Affects: A portion of said land as more particularly described in said document An easement for storm drain and related purposes and incidental purposes, recorded July 23, 1987 as Instrument No. 87-414670 of Official Records. In Favor of: The City of Carlsbad Affects: A portion of said land as more particularly described in said document An easement for public highway and incidental purposes, recorded October 12, 1988 as Instrument No. 88-518899 of Official Records. In Favor of: The City of Carlsbad Affects: A portion of said land as more particularly described in said document The Following Matters Affect All Parcels: First American Title Order Number: NHSC-6378170 (tc) Page Number: 7 NTP 28. A Deed of Trust to secure an original indebtedness of $4,025,000.00 recorded August 1, 2019 as Instrument No. 2019-0320120 of Official Records. Dated: July 31, 2019 Truster: The Carlsbad Westoaks Project Owner, LLC, a Delaware limited Trustee: Beneficiary: liability company The Northern Trust Company, an Illinois banking corporation The Northern Trust Company a. If this deed of trust is to be eliminated in the policy or policies contemplated by this report/commitment, the company will require the following for review prior to the recordation of any documents or the issuance of any policy of title insurance: i. Original note and deed of trust. ii. Payoff demand statement signed by all present beneficiaries. iii. Request for reconveyance or substitution of trustee and full reconveyance must be signed by all present beneficiaries and must be notarized by a First American approved notary. b. If the payoff demand statement or the request for reconveyance is to be signed by a servicer, we will also require a full copy of the loan servicing agreement executed by all present beneficiaries. c. If any of the beneficial interest is presently held by trustees under a trust agreement, we will require a certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. A document entitled "Assignment of Rents" recorded August 1, 2019 as Instrument No. 2019- 0320121 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust recorded August 1, 2019 as Instrument No. 2019-0320120 of Official Records. The terms and provisions contained in the document entitled "Amendment to Deed of Trust" recorded September 8, 2021 as Instrument No. 2021-0636212 of Official Records. The terms and provisions contained in the document entitled Second Amendment to Deed of Trust recorded August 9, 2022 as Instrument No. 2022-0322813 of Official Records. The terms and provisions contained in the document entitled "Amended and Restated Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing" recorded October 29, 2024 as Instrument No. 2024-0296554 of Official Records. 29. Rights of the public in and to that portion of the Land lying within any Road, Street, Alley or Highway. 30. Water rights, claims or title to water, whether or not shown by the Public Records. 31. Rights of parties in possession. Prior to the issuance of any policy of title insurance, the Company will require: First American Title Order Number: NHSC-6378170 (tc) Page Number: 8 32. With respect to The Carlsbad Westoaks Project Owner, LLC, a Delaware limited liability company: a. A copy of its operating agreement and any amendments thereto; b. If it is a California limited liability company, that a certified copy of its articles of organization (LLC- 1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) be recorded in the public records; c. If it is a foreign limited liability company, that a certified copy of its application for registration (LLC-5) be recorded in the public records; d. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, that such document or instrument be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such document must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. e. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require First American Title Order Number: NHSC-6378170 (tc) Page Number: 9 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance Is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 1. General and special taxes and assessments for the fiscal year 2025-2026. First Installment: $6,552.96, PAID Penalty: $0.00 Second Installment: $6,552.96, PAID Penalty: $0.00 Tax Rate Area: 09087 A. P. No.: 212-110-01-00 (Affects Lot 1 of Parcel 1) General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 2 of Parcel 1) $3,360.60, PAID $0.00 $3,360.60, PAID $0.00 09087 212-110-02-00 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 3 of Parcel 1) $3,198.64, PAID $0.00 $3,198.64, PAID $0.00 09087 212-110-03-00 First American Title Order Number: NHSC-6378170 (tc) Page Number: 10 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 4 of Parcel 1) $3,349.15, PAID $0.00 $3,349.15, PAID $0.00 09087 212-110-04-00 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 5 of Parcel 1) $5,464.74, PAID $0.00 $5,464.74, PAID $0.00 09087 212-110-05-00 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 6 of Parcel 1) $4,427.54, PAID $0.00 $4,427.54, PAID $0.00 09087 212-110-06-00 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 7 of Parcel 1) $3,934.16, PAID $0.00 $3,934.16, PAID $0.00 09087 212-110-07-00 First American Title Order Number: NHSC-6378170 (tc) Page Number: 11 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Lot 8 of Parcel 1) $690.64, PAID $0.00 $690.64, PAID $0.00 09087 212-110-08-00 General and special taxes and assessments for the fiscal year 2025-2026. First Installment: Penalty: Second Installment: Penalty: Tax Rate Area: A. P. No.: (Affects Parcel 2) $952.36, PAID $0.00 $952.36, PAID $0.00 09087 212-040-26-00 2. The property covered by this report is vacant land. 3. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: None The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. First American Title LEGAL DESCRIPTION Order Number: NHSC-6378170 (tc) Page Number: 12 Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 1: (APN: 212-110-01, 212-110-02, 212-110-03, 212-110-04, 212-110-05, 212-110-06, 212-110- 07 AND 212-110-08) LOTS 1 THROUGH 8, INCLUSIVE OF CARLSBAD TRACT NO. 82-4 PALOMAR OAKS II, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11358, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 23, 1985. PARCEL 2: (APN 212-040-26) THAT PORTION OF THAT CERTAIN PARCEL OF LAND SHOWN AND DESIGNATED AS "DESCRIPTION NO. 3, 78.07 ACRES" ON RECORD OF SURVEY MAP NO. 5715, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 19, 1960, BEING A PORTION OF LOT "G" OF THE RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE NORTHEASTERLY LINE OF PARCEL 3, NORTH 39°35'10" WEST, 1666.97 FEET TO THE INTERSECTION WITH THE CENTER LINE OF COUNTY ROAD SURVEY 1534 AS SHOWN ON SAID RECORD OF SURVEY MAP NO. 5715, BEING A POINT ON THE ARC OF A 1200 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY IN SAID CENTER LINE, A RADIAL LINE OF WHICH BEARS NORTH 26°52'26" EAST TO SAID POINT; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13°52'31" A DISTANCE OF 290.60 FEET TO ENGINEER'S STATION 99 PLUS 50.00 OF SAID ROAD SURVEY 1534; THENCE ALONG A RADIAL LINE OF SAID CURVE, SOUTH 12°58'19" WEST TO THE SOUTHWESTERLY LINE OF SAID PARCEL DESIGNATED AS "DESCRIPTION NO. 3" BEING THE TRUE POINT OF BEGINNING; THENCE RETRACING NORTH 12°58'19" EAST TO SAID 1200 FOOT RADIUS CURVE IN THE CENTER LINE OF COUNTY ROAD SURVEY 1534; THENCE WESTERLY ALONG SAID CURVE, 39.26 FEET TO THE WESTERLY END THEREOF; THENCE ALONG SAID CENTER LINE TANGENT TO SAID CURVE NORTH 78°54'09" WEST 110.74 FEET; THENCE SOUTHERLY IN A STRAIGHT LINE TO THE MOST NORTHERLY CORNER OF THAT PARCEL OF LAND DESIGNATED AS "DESCRIPTION NO. 5, 103.54 ACRES" ON SAID RECORD OF SURVEY MAP NO. 5715; THENCE ALONG THE NORTHEASTERLY LINE THEREOF, BEING THE SOUTHWESTERLY LINE OF SAID "DESCRIPTION NO. 3", SOUTH 57°12'36" EAST TO THE TRUE POINT OF BEGINNING. First American Title NOTICE Order Number: NHSC-6378170 (tc) Page Number: 13 Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. Arst American Title EXHIBIT A Order Number: NHSC-6378170 (tc) Page Number: 14 LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) CLTA 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; (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 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 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) 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 claimant 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. 5. Invalidity or unenforceability of the lien of the insureq 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. 6. 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. EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I 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 which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, 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. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy. First American Title Order Number: NHSC-6378170 (tc) Page Number: 15 CLTA/ ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21: Your Deductible Amount 1 % of Policy Amount Shown in Schedule A or $2,500 (whichever is less) 1 % of Policy Amount Shown in Schedule A or $5,000 (whichever is less) 1 % of Policy Amount Shown in Schedule A or $5,000 (whichever is less) 1 % of Policy Amount Shown in Schedule A or $2,500 ( whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE Our Maximum Dollar Limit of Liability $10,000 $25,000 $25,000 $5,000 The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; First American Title (iii) the subdivision of land; or (iv) environmental protection; Order Number: NHSC-6378170 (tc) Page Number: 16 or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE [Except as provided in Schedule B -Part II,[ t[or T]his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [PART I [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:] 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; First American Title (iii) the subdivision of land; or (iv) environmental protection; Order Number: NHSC-6378170 (tc) Page Number: 17 or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; ( c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 or 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: [The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material unless such lien is shown by the Public Records at Date of Policy. 7. [Variable exceptions such as taxes, easements, CC&R's, etc. shown here.] ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13( c), 13( d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters First American Title (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 1 o. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. First American Title First American Title™ Privacy Notice Effective: January 1, 2020 Notice Last Updated: January 1, 2020 This Privacy Notice describes how First American Financial Corporation and its subsidiaries and affiliates (together referred to as "First American,'1 "we," "us," or "our'') collect, use, store, and share your information. This Privacy Notice applies to information we receive from you offline only, as well as from third parties. For more information about our privacy practices, please visit https://www.firstam.com/privacy-policy/index.html. The practices described in this Privacy Notice are subject to applicable laws in the places in which we operate. What Type Of Information Do We Collect About You? We collect both personal and non-personal information about and from you. Personal information is non-public information that can be used to directly or indirectly identify or contact you. Non-personal information is any other type of information. How Do We Collect Your Information? We collect your personal and non-personal information: (1) directly from you; (2) automatically when you interact with us; and (3) from third parties, including business parties and affiliates. How Do We Use Your Information? We may use your personal information in a variety of ways, including but not limited to providing the services you have requested, fulfilling your transactions, comply with relevant laws and our policies, and handling a claim. We may use your non-personal information for any purpose. How Do We Share Your Personal Information? We do not sell your personal information to nonaffiliated third parties. We will only share your personal information, including to subsidiaries, affiliates, and to unaffiliated third parties: (1) with your consent; (2) in a business transfer; (3) to service providers; and (4) for legal process and protection. 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In accordance with applicable law, your controls and choices. You can learn more about your choices, and exercise these controls and choices, by sending an email to dataprivacy@firstam.com or toll free at 1-866-718-0097. International Jurisdictions: Our Products are hosted and offered in the United States of America (US), and are subject to US federal, state, and local law. If you are accessing the Products from another country, please be advised that you may be transferring your personal information to us in the US, and you consent to that transfer and use of your personal information in accordance with this Privacy Notice. You also agree to abide by the applicable laws of applicable US federal, state, and local laws concerning your use of the Products, and your agreements with us. We may change this Privacy Notice from time to time. Any and all changes to this Privacy Notice will be reflected on this page, and where appropriate provided In person or by another electronic method. YOUR CONTINUED USE, ACCESS, OR INTERACTION WITH OUR PRODUCTS OR YOUR CONTINUED COMMUNICATIONS WITH US AFTER THIS NOTICE HAS BEEN PROVIDED TO YOU WILL REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THIS PRIVACY NOTICE. Contact Us dataprivacy@firstam.com or toll free at 1-866-718-0097. © 2019 First American Financial Corporation and/or its affiliates. All rights reserved. NYSE:FAF !Form 10-PRIVACY19 (1-10-20) IPage 1 of 3 Privacy Notice (2019 First American Financial Corporation)! ~ l'irstAmericaa 1itle" For California Residents If you are a California resident, you may have certain rights under california law, including but not limited to the California Consumer Privacy Act of 2018 C'CCPA''). All phrases used In this section shall have the same meaning as those phrases are used under California law, including the CCPA. Right to Know. You have a right to request that we disclose the following Information to you: (1) the categories of personal information we have collected about or from you; (2) the categories of sources from which the personal information was collected; (3) the business or commercial purpose for such collection and/or disclosure of your personal information; (4) the categories of third parties with whom we have shared your personal information; and (5) the specific pieces of your personal information we have collected. To submit a verified request for this Information, go to our online privacy policy at www.firstam.com/privacy-policy to submit your request or call toll-free at 1-866-718-0097. You may also designate an authorized agent to submit a request on your behalf by going to our onllne privacy policy at www.firstam.com/privacy-policy to submit your request or by calling toll-free at 1-866-718-0097 and submitting written proof of such authorization to dataprivacy@firstam.com. Right of Deletion. You also have a right to request that we delete the personal information we have collected from you. This right is subject to certain exceptions available under the CCPA and other applicable law. To submit a verified request for deletion, go to our online privacy policy at www.firstam.com/privacy-policy to submit your request or call toll free at 1-866-718-0097. You may also designate an authorized agent to submit a request on your behalf by going to our online privacy policy at www.firstam.com/privacy-policy to submit your request or by calling toll-free at 1-866-718-0097 and submitting written proof of such authorization to dataprivacy@firstam.com. Verification Process. For either a request to know or delete, we will verify your identity before responding to your request. To verify your identity, we will generally match the identifying information provided In your request with the information we have on file about you. Depending on the sensitivity of the personal information requested, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury. Right to Opt-Out. We do not sell your personal information to third parties, and do not plan to do so in the future. Right of Non-Discrimination. You have a right to exercise your rights under California law, including under the CCPA, without suffering discrimination. Accordingly, First American will not discriminate against you in any way If you choose to exercise your rights under the CCPA. Collection Notice. The following Is a list of the categories of personal information we may have collected about California residents in the twelve months preceding the date this Privacy Notice was last updated, including the business or commercial purpose for said collection, the categories of sources from which we may have collected the personal information, and the categories of third parties with whom we may have shared the personal information: Categories of Personal Information Collected ategories of ources Business Purpose for Collection he categories of personal information we have collected include, but may not be limited to: real name; signature; alias; SSN; physical characteristics or description, including protected characteristics under ederal or state law; address; telephone number; passport number; driver's license number; state identification card number; IP address; policy number; file number; employment history; bank account number; credit card number; debit card number; financial account numbers; commercial information; internet or other electronic network activity; geolocatlon data; audio and visual information; professional r employment information; and inferences drawn from the above categories to create a profile about a onsumer. tegories of sources from which we've collected personal information include, but may not be limited to: the consumer directly; public records; governmental entities; non-affiliated third parties; social media networks· affiliated third arties he business purposes for which we've collected personal information include, but may not be limited o: completing a transaction for our Products; verifying eligibility for employment; facilitating employment; performing services on behalf of affiliated and non-affiliated third parties; debugging to identify and repair errors that impair existing intended functionality on our Websites, Applications, or Products· rotectin a ainst malicious dece tive fraudulent or Ille al activi © 2019 First American Financial Corporation and/or its affiliates. All rights reserved. NYSE:FAF form 10-PRIVACY19 (1-10-20) !Page 2 of 3 Privacy Notice (2019 First American Financial Corporation)! First American Title™ Categories of !Third Parties Shared !fhe categories of third parties with whom we've shared personal information include, but may not be limited to: advertising networks; internet service providers; data analytics providers; service providers; sovernment entities; operating systems and platforms; social media networks; non-affiliated third !Parties; affiliated third parties Categories of Personal Information We Have Sold In The Past Year. We have not sold any personal information of California residents to any third party in the twelve months preceding the date this Privacy Notice was last updated. Categories of Personal Information Disclosed For A Business Purpose In The Past Year. The following is a list of the categories of personal information of California residents we may have disclosed for a business purpose in the 12 months preceding the date this Privacy Notice was last updated: The categories of personal information we have collected include, but may not be limited to: real name; signature; alias; SSN; physical characteristics or description, including protected characteristics under federal or state law; address; telephone number; passport number; driver's license number; state identification card number; IP address; policy number; file number; employment history; bank account number; credit card number; debit card number; financial account numbers; commercial information; internet or other electronic network activity; geolocation data; audio and visual information; professional or employment information; and inferences drawn from the above categories to create a profile about a consumer. © 2019 First American Financial Corporation and/or Its affiliates. All rights reserved. NYSE:FAF !Form 10-PRIVACY19 (1-10-20) IPage 3 of 3 Privacy Notice (2019 First American Financial Corporation)! Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); EXHIBIT D-EASEMENT PLOT EXHIBIT 20 L CONVERGENCE ANGLE AT POINT A• -00•34'1a.10~ .a !1'1111 1l I 50' 100' I I SCALE: 1" = 100' 200· I PROPOSED EASEMENTS: 0 A VARIABLE WIDTH (MINIMUM 5') PEDESTRIAN ACCESS EASEMENT DEDICATED TD THE CITY DF CARLSBAD HEREON. (SEE DETAIL "E" ON SHEET 9 AND DETAIL "A" ON SHEET 10) A PERPETUAL EASEMENT FOR OPEN SPACE OVER THAT AREA SHOWN AS OPEN SPACE EASEMENT OVER PARCELS 1 AND 2, ALL SHOWN ON SAID MAP. (SEE SHEETS 5 & 6) A 10' WIDE PRIVATE SEWER EASEMENT OVER PARCEL 4 FOR THE BENEFIT OF PARCEL 3 DEDICATED AS A COVENANT OF EASEMENT. (SEE SHEET 6 AND DETAIL "F" ON SHEET 10) A RECIPROCAL ACCESS EASEMENT FDR PRIVATE DRIVE PURPOSES OVER PARCEL 3 FOR THE BENEFIT OF PARCEL 4 AND OVER PARCEL 4 FOR THE BENEFIT OF PARCEL 3, AS SHOWN ON SAID MAP, THIS COVENANT IS CREATED UNDER CARLSBAD MUNICIPAL CODE SECTION 20.04.140 AND IS SUBJECT TO THE REQUIREMENTS THEREIN, (SEE SHEET 5 & 6) AN EASEMENT FOR PUBLIC STREET AND UTILITY PURPOSES DEDICATED TO THE CITY OF CARLSBAD HEREON. (SEE SHEET 5) A 1 O' WIDE PRIVATE SEWER EASEMENT OVER PARCEL I FOR THE BENEFIT OF PARCEL 3 AND PARCEL 4 DEDICATED AS A COVENANT OF EASEMENT, (SEE SHEET 6) A 4' WIDE EASEMENT FOR PUBLIC STREET AND UTILITY PURPOSES DEDICATED TO THE CITY OF CARLSBAD HEREON. (SEE DETAIL "J" ON SHEET 4) EASEMENT PLOT EXHIBIT RESTRICTIVE COVENANT PARCEL 3 I -i..--. --- GPA 16-04/ZC 16-D3/LCPA 16-04/SDP 16-2D/CDP 16-31/HMP 16-04/MS 2018-005 (DEV 13018) EXISTING EASEMENTS: 0 AN EASEMENT FOR PUBLIC UTILITES, INGRESS AND EGRESS AND INCIDENTAL PURPOSES, IN FAVOR DF SAN DIEGO GAS & ELECTRIC COMPANY, A CORPORATION RECORDED APRIL 15, 1954 IN BOOK 5205, PAGE 419 OF OFFICIAL RECORDS. (SEE DETAIL "K" ON SHEET 8) AN EASEMENT FOR PUBLIC UTILITIES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED FEBRUARY 8, 1965 AS INSTRUMENT NO. 356276 OF OFFICIAL RECORDS. (SEE DETAIL "L" ON SHEET 8) AN EASEMENT FOR SEWER AND INCIDENTAL PURPOSES, IN FAVOR OF THE COUNTY OF SAN DIEGO RECORDED APRIL 3, 1974 AS INSTRUMENT NO. 83017 ANO JULY 5, 1978 AS INSTRUMENT NO. 279136, BOTH OF OFFICIAL RECORDS. (SEE DETAIL "M" ON SHEET 8) ABUTTER'S RIGHTS OF INGRESS AND EGRESS TD OR FROM PALOMAR AIRPORT ROAD, HAVE BEEN DEDICATED OR RELINQUISHED AS SHOWN ON MAP NO. 11358 RECORDED OCTOBER 23, 1985. (SEE SHEETS 5 & 6) AN EASEMENT FOR STORM DRAIN AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED JULY 1D, 1986 AS INSTRUMENT NO. 86-284295 OF OFFICIAL RECORDS. (SEE DETAIL "N" ON SHEET 8) AN EASEMENT FOR PUBLIC UTILITIES, INGRESS AND EGRESS AND INCIDENTAL PURPOSES, IN FAVOR OF SAN DIEGO GAS AND ELECTRIC COMPANY RECORDED OCTOBER 12, 1988 AS INSTRUMENT NO. 88-519D58 OF OFFICIAL RECORDS. (SEE DETAIL "O" DN SHEET 9) AN EASEMENT FOR CONSTRUCTION, OPERATION, REPAIR, RECONSTRUCTION AND ALL ACTIVITIES REGARDING COLLECTING, TRANSPORTING, PUMPING AND TREATING ALL WATER, INCLUDING SURFACE WATER, STREAM WATER, FLOOD WATER AND GROUND WATER FLOWING INTO SAID FACILITIES AND ALL NATIONAL AND ARTIFICIAL DRAINAGE DITCHES AND STRUCTURES OF ANY KIND WHETHER ABOVE OR BELOW THE SURFACE OF THE GROUND AND INCIDENTAL PURPOSES, IN FAVOR OF CARLSBAD MUNICIPAL WATER RECORDED MAY B, 1989 AS INSTRUMENT NO. 89-240832 OF OFFICIAL RECORDS. (SEE DETAIL "P" ON SHEET 9) AN EASEMENT FOR STORM DRAIN ANO RELATED PURPOSES AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED JULY 23, 1987 AS INSTRUMENT NO. 87-41467D OF OFFICIAL RECORDS. (SEE DETAIL "Q" ON SHEET 9) AN EASEMENT FOR SEWER FOR SEWER PIPELINES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED JANUARY 5, 1965 AS INSTRUMENT NO. 0D1288 AND SEPTEMBER 21, 1965 AS INSTRUMENT NO. 171355, BOTH OF OFFICIAL RECORDS, ALONG WITH AN EASEMENT FDR RIGHT OF WAY PURPOSES IN FAVOR DF SAN MARCOS COUNTY WATER DISTRICT (NOW VALLECITOS WATER DISTRICT) RECORDED MARCH 4, 1981, F/P 81-065865 OF OFFICIAL RECORDS. AN EASEMENT FOR SEWER PIPELINES AND INCIDENTAL PURPOSES, IN FAVOR OF BUENA SANITATION DISTRICT RECORDED FEBRUARY 15, 1965 AS INSTRUMENT NO. 28063 OF OFFICIAL RECORDS. (SEE DETAIL "L" ON SHEET 8) A 20' WIDE EASEMENT FOR WATER PURPOSES, IN FAVOR OF THE CARLSBAD MUNICIPAL WATER DISTRICT RECORDED _____ _,..s INSTRUMENT NO. _____ OF OFFICIAL RECORDS. (SEE SHEET 10) AN EASEMENT FOR PUBLIC ROAD AND INCIDENTAL PURPOSES, IN FAOVR OF THE COUNTY OF SAN DIEGO RECORDED AUGUST 16, 1960 AS INSTRUMENT NO. 165716 OF OFFICIAL RECORDS. (SEE DETAIL "0" ON SHEET 9) AN EASEMENT FOR PUBLIC HIGHWAY AND INCIDENTAL PURPOSES, IN FAVOR OF THE CITY OF CARLSBAD RECORDED OCTOBER 12, 1988 AS INSTRUMENT NO. 88-518899 OF OFFICIAL RECORDS. (SEE DETIAL "J" ON SHEET 4) A CONSERVATION EASEMENT OVER THOSE PORTIONS OF OPEN SPACE PARCEL I AND OPEN SPACE PARCEL 2 PER DOCUMENT RECORDED _____ AS DOCUMENT NO. -----~ Assessor's Parcel Number: 212-110-05, 212-110-06, 212-110-07, 212-110-08, 212-040-26 GPA 16-04/ ZC 16-03/LCPA 16-04/ SOP 16-20/ CDP 16-31/ HMP 16-04/ MS 2018-0005 (DEV 13018); EXHIBIT E -PRESERVE MANAGEMENT PLAN 21 Preserve Management Plan West Oaks Project City of Carlsbad, California OCTOBER 2025 Prepared for: THE CARLSBAD WESTOAKS PROJECT OWNER, LLC, A DELAWARE LIMITED LIABILITY COMPANY 703 Palomar Airport Road, Suite 170 DUDEK.COM Prepared by: u 687 S. Coast Highway 101, Suite 110 Encinitas, California 92024 Table of Contents SECTION PAGE NO. 1 Introduction .......................................................................................................................................................... 1 1.1 Purpose for Inclusion of the Preserve Area in the HMP ............................................................................. 1 1.2 Preserve Area History ............................................................................................................................. 2 1.3 Purpose of this Management Plan ........................................................................................................ 2 1.4 Project Location ...................................................................................................................................... 2 2 Preserve Area Description ................................................................................................................................... 9 2.1 Geographic Setting ................................................................................................................................. 9 2.2 Geology, Soils, Climate and Hydrology .................................................................................................. 9 2.3 Preserve Area Boundaries and Historic/ Adjacent Land Use ........................................................... 10 2.4 Ownership and Legal Description ....................................................................................................... 10 2.5 Restrictive Covenant Compliance ....................................................................................................... 10 3 Habitat and Species Description ...................................................................................................................... 13 3.1 Baseline Vegetation Communities ..................................................................................................... 13 3.2 Plant Species ....................................................................................................................................... 17 3.3 Wildlife Species ................................................................................................................................... 17 3.4 HMP Covered Species and Other Sensitive Species ......................................................................... 18 3.5 Fire History ........................................................................................................................................... 29 3.6 Threats ................................................................................................................................................. 29 4 Management and Monitoring Goals ................................................................................................................ 31 4.1 Biological Goals ................................................................................................................................... 32 4.1.1 Constraints ............................................................................................................................. 32 4.1.2 Potential Impacts ................................................................................................................... 32 4.2 Area Specific Management Directives (ASMDs) ................................................................................ 32 4.3 Public Use Goals .................................................................................................................................. 33 4.4 Fire Management Goals ...................................................................................................................... 33 5 Adaptive Management. ..................................................................................................................................... 35 6 Administration and Reporting .......................................................................................................................... 37 6.1 Annual Reports, Work Plans, and Preserve Management Plan ....................................................... 37 6.2 Data Management .............................................................................................................................. 37 6.3 Communication and Coordination ...................................................................................................... 37 6.4 Budget/ Endowment Management ................................................................................................... 38 6.5 Operations and Staffing ...................................................................................................................... 38 7 References ....................................... • ................................................................................................................. 39 13761 OCTOBER 2025 WEST OAl<S PROJECT CITY OF CARLSBAD, CALIFORNIA/ PRESERVE MANAGEMENT PLAN TABLES 1 Existing Plant Communities/Land Covers on the West Oaks Integral Project Site ................................................ 13 2 Special-Status Plants, Potentially Occurring on Site ....................................................................................... 19 3 Special-Status Wildlife Potentially Occurring On Site ..................................................................................... 23 FIGURES 1 Regional Map ....................................................................................................................................................... 3 2 Vicinity Map .......................................................................................................................................................... 5 3 Approved Preserve Area ...................................................................................................................................... 7 4 Biological Resources ......................................................................................................................................... 15 APPENDICES A List of Plant Species Observed on Site B Wildlife Species Observed on Site C Fire Protection Plan 13761 OCTOBER 2025 ii 1 Introduction This Preserve Management Plan (PMP) has been prepared to provide guidance on the long-term management of approximately 3.97 acres of open space located along Encinas Creek in Carlsbad, California. Implementation of this preserve is associated with the West Oaks Project, located approximately 0.5-mile east of Aviara Parkway, directly west of Palomar Oaks Way, and immediately south of Palomar Airport Road (Figures 1 through 3). The proposed project would develop 200-unit multi-family apartment homes in a 3-story walk-up Type VB construction. The proposed project includes a new driveway entrance and bridge at the western end of Westoaks Way as well as a new internal loop road. The preserve site is located along Encinas Creek (Figures 3 and 4) and includes riparian habitat, Encinas Creek, coastal sage scrub, and riparian buffer areas. The preserve will be protected by a restrictive covenant in accordance with the City of Carlsbad Habitat Management Plan (HMP) and managed by a City-approved habitat manager. There is an existing easement held by the Buena Sanitation District and the Vallecitos Water District that bisects the open space lot and this existing easement will be excluded from the restrictive covenant (Figure 3). Implementation of long-term open space management is directed through the City of Carlsbad's HMP, approved Habitat Conservation Plan (HCP) and Natural Communities Conservation Plan (NCCP). Portions of the Preserve will be restored and enhanced as a part of the West Oaks Project mitigation, including on-site restoration of suitable disturbed habitat within the Coastal Zone for all of the impacts. There is a 0.22-acre area of disturbed habitat at the eastern end of the site, which will be restored to functional coastal sage scrub and southern mixed chaparral, and incorporated into the overall preserve's long-term management program following completion of its maintenance and monitoring period. In addition, non-native invasive species throughout the riparian habitat will be removed. The proposed riparian buffer area is currently disturbed habitat dominated by annual grasses, other herbaceous weeds and bare ground. Impacts to individual oak trees will be mitigated at a 1.5:1 ratio and shall be planted in the riparian buffer and project landscaping areas. 1 .1 Purpose for Inclusion of the Preserve Area in the HMP This PMP provides a framework for the management of biological resources within the preserve and identifies parties responsible for implementation of required management tasks. The purpose of the PMP is to maximize and maintain the wildlife habitat qualities of the open space of the preserved area within the project site. The Habitat Manager is identified as the entity responsible for overseeing the management program (as defined in Section 6). The Habitat Manager is responsible to the City, which has authority over the preserve area, as designated by the City of Carlsbad HMP. Per the Project's regulatory requirements, the applicant will: ■ Record a Restrictive Covenant, as defined by California Civil Code Section 815.1 or other protective measure over all on-site and off-site mitigation land; ■ Select a qualified conservation entity to manage the conserved land; ■ Prepare a Property Analysis Record (PAR) to estimate costs of in-perpetuity management and monitoring; ■ Provide a non-wasting endowment based on the PAR to sufficiently cover the costs of in-perpetuity management and monitoring; and 13761 OCTOBER 2025 WEST OAl<S PROJECT CITY OF CARLSBAD, CALIFORNIA/ PRESERVE MANAGEMENT PLAN ■ Prepare a management plan, which will be approved by the City and Wildlife Agencies. ■ Work with the City to amend the Carlsbad HMP to incorporate the riparian habitat and the riparian buffer 1.2 Preserve Area History The site was originally approved for grading for the Bircher Business Center (Final Map No. 11358) in 1985 and is currently zoned Planned Industrial (P-M). Carlsbad Tract maps CT 82-4/PUD-38 describe the grading and creek channelization that was done within the property and the construction of West Oaks Way. 1.3 Purpose of this Management Plan This PMP outlines the maintenance, monitoring, and reporting requirements for the preserve area and provides the basis for development of the endowment PAR noted in Section 1.1. The PAR assumes the funding of an endowment for perpetual management at the time of issuance of the project's grading permit. Long-term management will be conducted in two phases. The 3 year start-up phase, referred to herein as the Initial & Capital (l&C) Period, would occur outside of the mitigation areas while the restoration and enhancement activities are being performed. Start up management during the l&C Period, which is funded separately from the endowment, could be performed by the land manager or the restoration contractor (if qualified to conduct land management activities). Once the mitigation areas have met the restoration plan success criteria and are signed off by the City, they would be placed under long-term management with the rest of the Preserve, initiating the second phase of long-term management. The second phase consists of ongoing management in perpetuity, and is funded by the non-wasting endowment. This endowment will generate interest for a period of 3 years prior to the initiation of ongoing long-term management activities. During this time, long-term management of the site will be funded by the Initial and Capital fund. The City of Carlsbad HMP is a comprehensive, citywide conservation program whose purpose is to identify and preserve sensitive biological resources within the City while allowing for additional development consistent with the City's General Plan and Growth Management Plan. Specific biological objectives of the HMP are to conserve the full range of vegetation types remaining in the City, with a focus on protecting rare and special-status habitats and species. The HMP acts as a Subarea Plan to the overall MHCP that was approved and finalized in 2003 (SAN DAG 2003). This PMP guides management of habitats, species and programs described herein to achieve the City's obligation to protect and enhance wildlife values under the MHCP, HMP and Implementing Agreement. It will serve as a guide for appropriate public uses, and provide a descriptive inventory of native plant and wildlife species and habitat which occur in this preserve area. The preserve area will be under the ownership of the homeowners' association (HOA) and managed by a designated qualified land manager. 1.4 Project Location The approximate 12.53-acre project development site (including West Oaks Way) is located within the City of Carlsbad, California (City), San Diego County, California. The site is located roughly 2.1 miles east of the Pacific Ocean and is within the Coastal Zone Boundary (Figure 1). Specifically, the site is located approximately 0.5-mile east of Aviara Parkway, directly west of Palomar Oaks Way, and immediately south of Palomar Airport Road. The approximate centroid of the project site is at longitude 117.2925° West and latitude 33.1210° North within Section 22, Township 12 South, Range 4 West on the U.S. Geological Survey 7.5-minute Encinitas Quadrangle map (Figure 2). According to the San Diego Basin Plan, the site is located within the Carlsbad Watershed Encinas Hydrologic Area (904.4) within the Canyon del las Encinas Basin (4.40) (RWQCB 1994). The project is located on Assessor's Parcel Numbers: 212-110-01 through 212-110-07 and 212-040-26. 13761 OCTOBER 2025 2 n ,, 1 ,'l /'J y '6 (~~:tt Highl~h,ds 6t, ,,, '1,11; San Diego ,,,,, ' ,df' C t :,,, 1 dfo? oun y ~ .1~~:;.~~'.'.!JF'. -,.;.;:trP 'e nte11 "';;> '''f .1 ,1, Project Site Pacific 0 c e a n 6 °--===-5--===10Miles SOURCE: ESRI 2021 DUDEI< FIGURE 1 Regional Map Preserve Management Plan for the Westoaks Project WEST OAl(S PROJECT CITY OF CARLSBAD, CALIFORNIA/ PRESERVE MANAGEMENT PLAN The remainder of this document may be obtained from the City of carlsbad upon request 13761 OCTOBER 2025 4