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CT 96-03; Pacific View Estates; Tentative Map (CT)
, JUH-13-2001 WED 11:09 AM CA^AD ENGINEERING FAX NO. 760Q2 1052 P. CITY OF CARLSBAD - ENGINEERING DEPARTMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING Complete all appropriate information. Write N/A whan not apollcabla. PROJECT NAME: Pacific View Estates DATE: 6-13-01 PROJECT DESCRIPTION: SFD PROJECT ADDRESS: 2914 Austin Terrace Carlsbad, CA 92008 LOTNO(S).: 14, i ^ i fi&i 7 MAP NO.: 9fi_m APN(S).: please see attached NO. OF DWELLING UNITS: 25 LFMPZONE: N/A # LOTS; N/A # ACRES: N/A ,-MA/MCD. .Carlsbad-25 OWNER: T.R/T.-fW^o-rrl-f^LLC Mailing Address: 1903 Wright Place Suite 120 Carlsbad, CA 92008 Phone Number ( 760) 804-1576 1 certify that 1 am the legal owner anotfhat all the above inffignation Isjme~ana-e9crea to tne nest or my Knowledge Signature^ ~^--^ ^-^J Date 6-13-01 OJt fut^rJf CIVIL ENGINEER: Firm: Dudek and Associates Mailing Address: 605 Third Street Encinitas, CA 92024 Phone Number ( 760) 942 5147 State Registration Number: RC E ^ 3 ^ ^^ APPLICANT: Concordia Homes Mailing Address: 1903 Wripht Place, Suite 120 Carlsbad, CA 92008 Phone Number: (760)804-1576 ^—-^ \^^•^MVSianature ^_ JL--^ ^ — ' Date 6-13 01 C»£ «^IJV<t- SOILS ENGINEER: Daniel Adler Firm: SOCAL Soils and Testing Mailing Address: 6280 Riverdale San Diego, CA 92160 Phone Number: (619)280-4321 State Registration Number RCE ^ ^° 05 *7 ADDITIONAL COMMENTS: IMPROVEMENT VALUATION 1 . What water district is the proposed project located in? (circle one) Carlsbad Municipal Water District Olivenhain Vallecitos 2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15% contingency fee, for water and reclaimed water improvements (if applicable)? ' $ N/A 3. What is the total cost estimate, including the 15% contingency fee, for sewer (for Carlsbad Municipal Water District only), street, public (median) landscape and irrigation, and drainage Improvements (if applicable)? $ N/A 4. What is the total cost of landscape and irrigation improvements on private property (if applicable)? $ N /-A GRADING QUANTITIES cut N/A cy fill N/A cy remedial N/A cy import/export N/A cy HiWORO/DOCS/MSFORMS/APFl.lCA'noN ENG PLMJCHECKOR PROCESSING % Received: 9/11/OO 11:57AM; S£P. II. 2000' 10:55AM29 AH f \SBAD ENGINEERING > CONCORDIA HOMES OF CALIF LLC; Page 2 FAX NO. . *i 602 1052NO. 6241 P. l/l\\ CITY OF CARLSBAD - ENGINEERING DEPARTMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING Complete all appropriate information. Write N/A when not applicable. PROJECT NAME:CT.DATE: PROJECT DESCRIPTION:UASlf AJa, 1. PROJECT ADDRESS: LOT NO(S).: g.MAP NO.: NO. OF DWELLING UNITS:•^LFMP ZONE: APN(S).: IL1'4&0-0& #LOTS: / NACRES: OWNER: Mailing Address: ». Ce.rUt»</ Phone Number ( 1 certify thai 1 am (he legal owner andjhat all the adove information is true arid cwrwt to ih^oest of mvjuiowlede Signature V /^\ / APPLICANT: Mailing Address: Phone Number ( / ) Signature CIVIL ENGINEER: Firm: Mailing Address:-7tf/*-O S~ SOILS ENGINEER: Firm: ___^ Mailing Address: Pnone Number Phone Number. () Stale Registration Number #2.<?2-State Registration Number: ADDITIONAL COMMENTS:JtML/^fiTZnV *>e IMPROVEMENT VALUATION 1. Wha£wa««»r Hifiiri^ j^ tha propQ^edjirnjeet located in? (circle one) Ccarlsbad Municipal Water District"^ Olivenhain Vallecitos 2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15% contingency fee, for water and reclaimed water improvements (if applicable)? $ 3. What Is the total cost estimate, including the 15% contingency fee, for sewer (for Carlsbad ~ Municipal Water District only), street, public (median) landscape and Irrigation, and drainage improvements (if applicable)? $ ../. 4. What is the total cost of landscape and Irrigation improvements on private property (if applicable)? $ l[lit$L* cut cy fill GRADING QUANTITIES cy remedial cy import/export cy H!WO»D/DOCSAt3FOHMS/WPilC*TlO« ENG PUMCHECK Oft PROCESSING REV. AUG-3Q-99MON 11535 P. 03 CITY OF CARLSBAD - ENGINEERING DEPARTMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING H jnaruntBBe InfaimaUun•bJBeWBlVsMBlUMa^KadUllSStii^BHBBiiU PROJECT NAME: PROJECT DESCRIPTION: PROJECT ADDRESS: LOTNO(S).: .MAP NO.: NO. OF DWELLING UMTS:LFMPZQNE: APN(S).: #LOTS:# ACRES: OWNER: Mailing Address:3o AjgikUCA l^ia I carWy ttwt i am 1h« lagal <wmw and that all ttw abuya InfonnatxiniatnMafuiajrrectlDthabastafrnyicnafwMge Signature -____^_—.„_____ APPUOWT: Signature Date Phone Number State Registration Number p gj Phone Number _t i Registration LANDSCAPE ARCHITECT: Firni: Mailing Address: ADDITIONAL COMMENTS: Phone Number State Registration Number IMPROVEMENT VALUATION 1. What water district is the proposed project located in (eindeone)? Cartsbad Municipal Water District Qttventiein 2. if in the Cartsbad Municipal Water District what is the total cost estimate, including the 15% contingency fee, for water and reclaimed water improvements (if applicable)? 3. What is the total cost estimate, including the 15% contingency fee, for sewer (for Cartsbad Municipal Water District only), street, public (median) landscape and irrigation, and drainage improvements (if applicable)? 4. What is the total cost of landscape and irrigation improvements on private property (if applicable)? S $ cut ffU GRADING QUANTITIES cy remedial tfnpoftnocpofl AUG-30-99 MON 11:35 P. 03 w CITY OF CARLSBAD - ENGINEERING DEPARTMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING Complete all appropriate information. Write M/A when net applicable. PROJECT NAME: PACIFIC V1£W UMirNO- 1 CT DATE: PROJECT DESCRIPTION: PROJECT ADDRESS: LOTNO(S).:|-(1. AS/VAP vfeW Mo. C*Z.\M&. MAP NO.: \?><=&O NO, OF DWELLING UNITS:LFMPZONE: APN(S).: # LOTS:11, # ACRES: 3.212, OWNER: LB/L-CoMcoRp/A Mailing Address: 71 %> Aven uta , <5k. 2co"UC Phone Number: I certify mat I am information is true fend Signature A A \ 7\ ) g o A- - ownar and thatatfme above to the besfof my knowledge Date APPLICANT: Mailing Address: Phone Number Signature CIVIL Firm: Vodek. Mailing Address: J.SOILS ENGINEER: Firm: Mailing Address: Phone Number: ("/(SO) ^42- Si 4-7 Phone Number: J ) State Registration Number:State Registration Number LANDSCAPE ARCHITECT: Firm: Mailing Address: ADDITIONAL COMMENTS: Tflis & AM AM AMeNJpQ? . THe Phone Number:() State Registration Number IMPROVEMENT VALUATION 1. What water district is the proposed project located in (circle one)? Carlsbad Municipal Water District Olivenhain Vallecitos 2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15% contingency fee, for water and reclaimed water improvements (if applicable)? 3. What is the total cost estimate, including the 15% contingency fee, for sewer (for Carlsbad Municipal Water District only), street, public (median) landscape and irrigation, and drainage improvements (if applicable)? 4. What is the total cost of landscape and irrigation improvements on private property (if applicable)? S S $' cut cy tin GRADING QUANTITIES cy remedial cy import/export cy OOCSMISFORMS/APPLICATION BUG PLANCHECK OR PROCESSING APPLICATION FOR: (/all that apply) Q Adjustment Plat Q Certificate of Compliance Q Dedication of Easement Type: Type: Q Encroachment Permit Q Engineering Standards Variance G Final Map Q Gradina Plancheck Q Grading Q Improvement Plancheck Q Landscape Plancheck Q Parcel Map Q Quitclaim of Easement Type: Type: Q Reversion to Acreage P Street Vacation Q Tentative Parcel Map Q Certificate of Correction G Covenant for Easement G Substantial Conformance Exhibit FOR CITY USE ONLY Plancheck Number Type ADJP COC DOE ENCROACH ESV FM GRPC GRADING IPC LPC PM QUITC RTA STV MS CCOR COVE SCE D O } ^ ~*i'l<:* *- / r~ J> , MASTER PROJECT ID: RECEIPT NUMBER: PRELIMINARY SIERRA SYSTEM INPUT INITIAL: SIERRA SYSTEM INPUT INITIAL: R:BASE INPUT INITIAL: MASTER FILE NUMBER: F Q OTHER: Drawing Number %~3-l A Project I.D. Deposit/Fees Paid "^T"% AU:1 3 0 IS33 - ~~ . '.. _i .T DATE STAMP APPLICATION RECEIVED DOCS/MISFORMS/APPLICATION ENG PLANCHECK OR PROCESSING REV 6/KW97 ENGINEERING DEP>OMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING Complete all appropriate information. Write N/A when not applicable. PROJECT NAME: PACIFIC VIEW ESTATES PHASE 2 GRADING DATE: Dec . 5, 1997 PROJECT DESCRIPTION: Rough Grading of Units 2 & 3 concurrent with Unit 1 Improvements PROJECT ADDRESS: 2903 Wintergreen Drive LOTNO(S).: MAP NO.: APN(S).: 167-250-1 6 NO. OF DWELLING UNITS: 23* LFMP ZONE: RA-10 # LOTS: 21* # ACRES: 5.52 *Future OWNER: Pacific View Communities Mailing Address: P.O.Box 2198 Carlsbad, CA 92018 PhoneNumber: (760)720-9785 I certify that I am the legal own«rf and that all the above information is tiw^djaiiiazuo the best of my knowledge Signature \ ^^^^^t — — D3Te i>/\o ^~~ — ~" CIVIL ENGINEER: Ronald D. Grunow Firm: R.D.G. Consultants Mailing Address: 3042 Harding Street Carlsbad, CA 92008 PhoneNumber: (760 ) 729-0150 State Registration Number: RCE 30452 LANDSCAPE ARCHITECT: Steve Ahles Firm: Steven M. Ahles, L.S.A. Mailing Address: PoO.Box 682 Cardiff, CA 92007 PhoneNumber: (760 ) 632-0288 State Registration Number: 2538 APPLICANT: Don Jack Mailing Address: P.O.Box 2198 Carlsbad, CA 92018 PhoneNumber: (760 ) 720-9785 Signature Ljp^^ Date l*7l*h'7 SOILS ENGINEER: Ziad Bayasi Firm: Adtech Engineering Mailing Address:8680 Navajo Rd. Ste . 218 San Diego, CA 921 19 PhoneNumber: (6 1 9 ) 589-1828 State Registration Number: RCE 46500 ADDITIONAL COMMENTS: n 1CI/~'TIT'V Tl 'l'\RJcXJblVED IMPROVEMENT VALUATION 1 . What water district is the proposed project located in (circle one)? UC.C 10 1997 ^Carlsbad Municipal Water District? Olivenhain Vallecitos 2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 1 5%^ppADTMENT contingency fee, for water and reclaimed water improvements (if applicable)? ' $ ^ 3. What is the total cost estimate, including the 15% contingency fee, for sewer (for Carlsbad Municipal Water District only), street, public (median) landscape and irrigation, and drainage improvements (if applicable)? $ 0 4. What is the total cost of landscape and irrigation improvements on private property (tf $ applicable)? Included w/ Unit 1 GRADING QUANTITIES cut 26,000 cy fin 21,000 cy remedial cy import/export 5,000 cy DOCS/MISFORMS/APPLICATION ENG PLANCHECK OR PROCESSING REV. 6/10/97 o APPLICATION FOR: (/ all that apply) Q Adjustment Plat Q Certificate of Compliance Q Dedication of Easement Type: Type: Q Encroachment Permit Q Engineering Standards Variance Q Final Map !^TGrading Plancheck Q Grading Q Improvement Plancheck Q Landscape Plancheck Q Parcel Map Q Quitclaim of Easement Type: Type: Q Reversion to Acreage Q Street Vacation Q Tentative Parcel Map Q Certificate of Correction Q Covenant for Easement Q Substantial Conformance Exhibit FOR CITY USE ONLY Plancheck Number Type ADJP COC DOE ENCROACH ESV FM GRPC GRADING IPC LPC PM QUITC RTA STV MS CCOR COVE SCE APPLICATION ACCEPTED BY: 5^). £.V ^ MASTER PROJECT ID: CT <?£ ^d 3> RECEIPT NUMBER: PRELIMINARY SIERRA SYSTEM INPUT INITIAL: SIERRA SYSTEM INPUT INITIAL: R:BASE INPUT INITIAL: MASTER FILE NUMBER: F Q OTHER: Drawing Number SS^-ft? Project I.D. CT76-47 Deposit/Fees Paid 2,260.00 RECEIVED DEC 1 0 1997 ENGINEERING DEPARTMENT DATE STAMP APPLICATION RECEIVED DOCS/MISFORMS/APPUCATION ENG PLANCHECK OR PROCESSING REV. 6/10/97 CARLSBAD - ENGINEERING DEPARTMENT APPLICATION FOR ENGINEERING PLAN CHECK OR PROCESSING Complete all appropriate information. Write N/A when not applicable. PROJECT NAME: PACIFIC VIEW ESTATES UNIT NO. 1 DATE: Aug . 8, 1997 PROJECT DESCRIPTION: Single family residential subdivision PROJECT ADDRESS: 2903 WINTERGREEN DRIVE LOTNO(S).: MAP NO.: APN(S).: 167-250-16 NO. OF DWELLING UNITS: 7 LFMPZONE: RA-10 # LOTS: 12 # ACRES: 3.64 OWNER: PACIFIC VIEW Ltd. Mailing Address: P.O.Box 2198 Carlsbad, CA 92018 Phone Number: (760) 720-9785 I certify that 1 am the legahowner and that all the above information is true and correct to the best of my knowledge Signature L5x*«V~~ ' Date CIVIL ENGINEER: Ronald Grunow Firm: R.D.G. Consultants Mailing Address: 3042 Harding Street Carlsbad, CA 92008 Phone Number: ( 760* 72Q-Q1 50 State Registration Number: C - 3 0 4 5 2 LANDSCAPE ARCHITECT: Steve Ahles Firm: Steven M. Ahles Mailing Address: P . 0 . Box 5 6 8 2 Cardiff, CA 92007 PhoneNumber: (760)632-0288 State Registration Number: 2538 APPLICANT: Don Jcfk Mailing Address: P.O. Box 2198 Carlsbad, CA 92018 PhoneNumber: ( 760) 720-9785 -^Signature Lj^^s — "~" 'Date SOILS ENGINEER: Ziad Bayasi Firm: Adtech Enginee-ring Mailing Address: 8680 Navajo Rd . Ste.218 San Dieao, CA 92119 Phone Number: (619 )5 89-1828 State Registration Number: C - 4 6 5 0 0 ADDITIONAL COMMENTS: Request for Fee Credit to be applied to City's share of cost for the traffic signal at Carlsbad Village Dr. & Donna (see cond . 55) IMPROVEMENT VALUATION 1 . What water district is the proposed project located in (circle one)? (^Carlsbad Municipal Water DistrlcD Olivenhain Vallecitos 2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15% contingency fee, for water and reclaimed water improvements (if applicable)? $ 1 2 1 ,290.0 3. What is the total cost estimate, including the 1 5% conti Municipal Water District only), street, public (media drainage improvements (if applicable)? 4. What is the total cost of landscape and irrigation improx applicable)? igency fee, for sewer (for Carlsbad n) landscape and irrigation, and $105,765.0 moments on private property (if <£ $ *rT TT/7 """r*) " ' £^ " • " GRADING QUANTITIES from phase 2 cut 15,000 cy fill 37,000 cy remedial 0 cy import/expert- 227 000 cy DOCS/MISFORMS/APPLICATION ENG PLANCHECK OR PROCESSING REV. W10/97 o APPLICATION FOR: (/ all that apply) Q Adjustment Plat Q Certificate of Compliance Q Dedication of Easement Type: Type: Q Encroachment Permit Q Engineering Standards Variance x9 Final Map ^ Grading Plancheck Q Grading 3QJ Improvement Plancheck ; ^ Landscape Plancheck Q Parcel Map Q Quitclaim of Easement Type: Type: Q Reversion to Acreage Q Street Vacation Q Tentative Parcel Map Q Certificate of Correction Q Covenant for Easement Q Substantial Conformance Exhibit FOR CITY USE ONLY Plancheck Number i Type ADJP COC DOE ENCROACH ESV FM GRPC GRADING IPC LPC PM QUITC •• RTA STV MS CCOR COVE. SCE APPLICATION ACCEPTED BY: O- R^c^ MASTER PROJECT ID: £-~\~ C] & - &3 RECEIPT NUMBER: PRELIMINARY SIERRA SYSTEM INPUT INITIAL: SIERRA SYSTEM INPUT INITIAL: R:BASE INPUT INITIAL: , , «*.,» . »}^ • MASTER FILE NUMBER: F Q OTHER: Drawing Number it 3$v-tA Jtf't 3S$-9L Project I.D. Deposit/Fees Paid ^-, -,o~ ,, CT1C'*) Cr 3£,~03 RECEIVED AU6 2 9 1997 ENGINEERING DEPARTMENT DATE STAMP APPLICATION RECEIVED DOCS/MISFORMS/APPLICATION ENG PLANCHECK OR PROCESSING REV. 6/10/97 PROJECT PLAN REVIEW COMPLETION The following project plans have been reviewed and are recommended for approval: Project Name: fftC-L^t^- Project No:_ Drawing No:_ Sheets No. ( through DECLARATION OF RESPONSIBLE CHARGE I hereby declare that I have exercised responsible charge over the plan review of this project as defined in Section 6703 of the Business and Professions Code to determine that the plans are found to be in substantial compliance with applicable codes and standards. Plan review of these project drawings does not relieve the Engineer of Work of the responsibilities for the project design. Firm: Ellorin Consulting Engineers (seal) Address' 1045 Linda Vista Drive, Suite 106 San Marcos,_CAr 92069 Telephone: - .(76-(n 744-4987 Date: P.E. (Civil) No: 3^3 ^3 . Expiration: Rev. 2/8/96 F:\USERS\RALLE\WPDATA\PLANREV.EL PROJECT PLAN REVIEW COMPLETION The following project plans have been reviewed and are recommended for approval: Project Name: 'p&^lFiC- i> l&d ^7/VTfe^ uvit \ Project Drawing No: Sheets No. / through DECLARATION OF RESPONSIBLE CHARGE I hereby declare that I have exercised responsible charge over the plan review of this project as defined in Section 6703 of the Business and Professions Code to determine that the plans are found to be in substantial compliance with applicable codes and standards. Plan review of these project drawings does not relieve the Engineer of Work of the responsibilities for the project design. Firm: Ellorin Consulting Engineers Address: 1^5 Linda Vista Drive, Suite 106 San Marcos,...CAV 92069 Telephone: , ..f7&n> 744-4987 Date: P.E.' (Civil) No:"S<g3^3 Expiration: (seal) Rev. 2/8/96 F:\USERS\RALLE\WPDATA\PLANREV.EL PROJECT PLAN REVIEW COMPLETION The following project plans have been reviewed and are recommended for approval: Project Name: ftt^£_ J Project No: Drawing No: CT *?6 — Sheets No. f through r? DECLARATION OF RESPONSIBLE CHARGE I hereby declare that I have exercised responsible charge over the plan review of this project as defined in Section 6703 of the Business and Professions Code to determine that the plans are found to be in substantial compliance with applicable codes and standards. Plan review of these project drawings does not relieve the Engineer of Work of the responsibilities for the project design. Firm: Ellorin Consulting Engineers _ Address: 1045 Linda Vista Drive, Suite 106 San Marcos, _CAV 92069 _ Telephone: , (seal) P.E. (Civil) Rev. 2/8/96 F:\USERS\RALLE\WPDATA\PLANREV. EL PROJECT REVIEW COMPLETION The following project has been reviewed and are recommended for approval: Project Name: Amended Map of Map no. 13560 (Pacific View Estates, Unit 1) Project No.: CT 96-03 Drawing No.: FM 96-03-01 Sheets No.: 1 Through: 6 DECLARATION OF RESPONSIBLE CHARGE I hereby declare that I have exercised responsible charge over the review of this project as defined in Section 6703 of the Business and Professions Code to determine that the project is found to be in substantial compliance with applicable codes and standards. Review of this project does not relieve the Land Surveyor or Engineer of Work of the responsibilities with state and local ordinances. John Powell and Associates, Inc. 175 Calle Magdalena Encinitas,CA 92024 (760)753-1120 Signed Paul Cooley, RCE 315-7I Expiration Date I Z\ 31) oO Date PROJECT REVIEW COMPLETION.doc From: Cheryl Mast To: Donna Harvey; Steve Didier Date: 2/6/02 9:01AM Subject: Reimbursement Payment to Contractor Steve and/or Donna, We need some guidance to reimburse a developer for installation of a traffic signal at CVD and Donna Drive (was this named after you, Donna?). On January 8, 2002, the City Council approved payment to Concordia in the amount of $103,947. This amount represents 75% of the costs of installing the traffic signal at CVD and Donna Drive under project no. CT 96-03. Jeremy Riddle, the project engineer, was in contact with Barbara Honig of Finance in order to get the warrant processed. At this point, she stated that she is waiting for paperwork. Is there a specific form we should use to request this check? Or should we process an invoice from the developer, even though there was no separate agreement for this reimbursement (it was part of the conditions of the project)? The developer has already been waiting for a month to get his money. Can you help me process the necessary paper work in order to get him paid as soon as possible? THANK YOU, Cheryl Mast Management Analyst Engineering Dept. 602-2772 CC: Jeremy Riddle cr From: Skip Hammann To: Joe McMahon Date: 1/28/02 11:20AM Subject: Re: Pacific View Estates\Courtney Heinamen I understand the issue of needing a recorded easement and this is clearly needed. However, if the HOA is requesting that it be done and they will hold the City harmless, I think we should allow the work to be done. If we don't allow the work to be done the HOA may have an issue of damage to their property. This is a case of the lesser of two evils. Again, I say get the work done if we get permission from the HOA, the fact that they are requesting the work, could be agrued permission to do the work. I don't want to have to answer why the City would not allow the work to be done if the HOA is requesting the work. The City can with hold processing the security releases until the easement is granted. >» Joe McMahon 01/28/02 07:46AM >» Just read your last e-mail. Once again I am not sure if you (the city) can build a D-75 and D-25 on private property with bond money lacking a recorded easement. I am waiting for there Engineer to send drawings for this problem area. Once I see what they are proposing and agree with it, will I allow them to build it, with or without a recorded easement. I will call them today and find out the status of proposed as-built drawing. I will keep you up to speed on this. Joe >» Skip Hammann 01/25/02 01:06PM >» Joe just tell them to do it within two weeks or we will do it and use the cash deposit. Make sure we have enough $$ though. >» Bob Wojcik 01/25/02 11:30AM >» Courtney will be calling you again about their drainage problem from Pacific View. He is not getting any response at all from the developer and he may ask us to use the erosion control cash deposit to install the underdrain. CC: Bob Wojcik; Don Moore; Jeremy Riddle City of Carlsbad Public Works - Engineering June 28, 2001 Cathlynn E. Aguirre LB/L-Concordia Carlsbad-25, LLC 1903 Wright Place Suite 120 Carlsbad, CA 92008 SUBJECT: AUDIT OF TRAFFIC SIGNAL COST AT CARLSBAD VILLAGE DRIVE AND DONNA DRIVE ASSOCIATED WITH PACIFIC VIEW ESTATES DEVELOPMENT (CT 96-03) Dear Ms. Aguirre: We have performed an audit based on the package you submitted on June 4, 2001. As a result of the Pacific View Estates project (CT 96-03), Concordia constructed a new traffic signal at Donna Drive and Carlsbad Village Drive. Per City Council Resolution No. 97-561, the City shall reimburse the Developer 75% of the cost to design and construct this signal. This signal is currently listed in the City's Capital Improvement Program. Based on our review, we have determined the submittal to be incomplete and are unable to process a City Council resolution authorizing payment of reimbursable work associated with this signal. I have listed the comments below that must be clarified before I can prepare a resolution for Council action. Soft Cost 1. The Concordia cover sheet identifies traffic signal design cost to be $14,736 from RCE Traffic and Transportation Engineering. Based on our review of RCE's contract and invoices, the total traffic signal design cost appears to total $6,143.00. 2. Provide copies of all cancelled checks related to payment for the traffic signal design (to RCE). Traffic Signal Construction 3. Provide copies of all lien releases for contractors that performed any reimbursable work. 4. Provide copies of all cancelled checks verifying payment of all change order work. 5. Not all surface improvements performed by Palomar Grading are considered reimbursable. The discrepancies are: 1635 Faraday Avenue • Carlsbad, CA 92008-7314 • (76O) 6O3^2720/ FAX (760) 602-8562 Concordia June 28, 2001 Page 2 of 3 a) Change Order No. 6222.6 (EWT# 6763) includes an item described as "balancing sidewalk for transformers" for a cost of $1,258.10. This item does not have a breakdown, unit price, or clear description as it relates to the new signal. This item needs clarification or it may not qualify as being reimbursable. b) Change Order No. 6222.6 (EWT# 6764) includes a breakdown of area, unit cost and figures that appear to total $1,044. However, the cost appears to be listed as $1,262.70. Please address the discrepancy. c) An extra work authorization (Change Order No. 6222.15) dated February 6, 2001 outlines removal and replacement of about 500 linear feet of curb and gutter for about $18,000. This invoice does not list any specific location for the proposed work. This appears to be part of the development construction for CT 96-03. This item is not considered reimbursable as it extends beyond signal installation work. d) An extra work authorization (Change Order No. 6222.16) dated February 12, 2001 indicates about $4,238.01 of additional work. The first item, called "scoring the pedestrian ramps, is considered reimbursable. The second and third items are not descriptive enough to qualify them as reimbursable. The fourth item regarding overtime costs is a result of the contractor's improper scheduling of work and/or difficulty in constructing the improvements to public standards. This item does not qualify as being reimbursable. The reimbursable amount appears to be $440. Overhead 1. Provide copies of all cancelled checks showing payments to Ladwig Design and Gallagher & Moore. 2. The Concordia cover sheet identifies an overhead cost of $10,746.95. Based on our review, the costs of Concordia's staff, Ladwig Design and Gallagher & Moore totals to $1,436.59. I have returned a marked set of the submittal package to help you understand our comments. Once you have addressed or confirmed our comments, please resubmit the information for review and further processing. Based on our review of the available information, the summary of qualifying reimbursable costs are: Soft Cost RCE Traffic Signal Design *$6143.00 Hard Costs LEKOS Traffic Signal and appurtenances **$118,432 Concordia June 28, 2001 Page 3 of 3 Palomar Grading Overhead Costs Galleger & Moore LOG Concordia Pedestrian ramps and Portion of cross-gutter Legal Council Project Management Project Management Total Project Cost Apparent Reimbursable Amount (75% of Total) **$5996.25 *$528.05 *$485.50 $423.04 $132,007.84 $99001*88 Once you have addressed or confirmed our comments, please resubmit the information for review and further processing. If you have any questions please feel free to call me at 760-602-2737. Sincerel c: Skip Hammann, Senior Civil Engineer David Mauser, Deputy City Engineer- Planning & Programs Joe McMahon, Project Inspector * Qualifying reimbursable costs are subject to providing copies of cancelled checks verifying payment of cost. ** Qualifying reimbursable costs are subject to proof of all contractor lien releases and copies of cancelled checks verifying payment of change order work. or Carkbad-Woodridge Homeowners Association 2879 Woodridge Circle Carlsbad, Catifonria 92008 760434-3006 September 15,2000 Mr. Michael Ugar Concordia Homes of California 7130 Avenida Encinas, Ste 201 Carlsbad, California 92009 Dear Mr. Ugar: FY At the suggestion of Scott Dickson, superintendent of the Pacific View Estates project, 1 am writing you regarding a couple of matters that affect Carlsbad-Woodridge Homeowners Association, the planned unit development I manage, and which borders your property on the west. First, our board has given Scott permission for Concordia to spread out along our property the dirt excavated for the swale behind the homes on David Place that abut our property, and to dry hydroseed it. It was also agreed that your people would keep the area irrigated until the plants got a good start. The second matter I wanted to mention is runoff from the rip rap field which is going to be used to dissipate the energy of water draining along the David Place swale and additional drainage coming down from the lots at a higher elevation. It is my understanding that once the water has entered the rip rap and become a gentle flow, it will overflow the rip rap and, according to your engineers, be absorbed in the ground along Hosp. We believe, on the basis of many years' experience, that your engineers may be wrong. Seepage from the area of the rip rap has been going on for years and, until the city added drains and a curb cut to release the water, kept the sidewalk on the south side of Hosp a slimy, slippery mess. We are afraid that the overflow from the rip rap will do the same thing and also will cut channels down the slope in a couple of areas where school kids have made paths through our ice plant. We strongly urge you to think about channeling the overflow from the rip rap into a ditch or a pipe and through a curb cut that will take it down the gutter drain on Hosp. If you have any questions, piease give us a caii. Thank you. Since] Courtney E. Heineman, Manager Carlsbad-Woodridge HOA for the Board of Directors cc: All directors Scott Dickson, Concordia Homes vxJeremy Riddle, City of Carlsbad Joe McMahon, City of Carlsbad3 REED ADLER P.O. Box301 BLACKFOOT,W 83221 June 23, 2000 Mr. Robert J. Wojcik, P.E. Deputy City Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008-7314 Dear Mr. Wojcik: Thank you for researching and responding to our inquiries of Tuesday, June 20, 2000 concerning the Adler property bordering Donna Drive, AP# 156-030-41. Unfortunately, we have rsathad proper notification of public hearings and/or changes to the original proposal and we could not participate in the process concerning changes granted to the new developer, Concordia. Those changes have produced economic hardship to our property It seems that it would be advantageous to the City of Carlsbad, Concordia, and ourselves if utility laterals including sewer, water and gas were brought to our property with the construction of Donna Drive. We also believe that full street improvements including curbs, gutters, sidewalks, and lighting on the west side be incorporated and constructed at this time as per the original project proposal. We would certainly be in agreement to grading being done on our property to facilitate the above. We would also Sfcquire three t driveways and a roadway entrance for accessibility to the lower portion of our property. Please evaluate and respond to our requests at your earliest convenience. We are not looking for problems, but we do feel that wNtyfe&beeik dealt with unfairly in the development of this adjoining property. We look forward to speaking with you soon. Sincerely, Reed Adler RA:sby RECEIVED NGINEERING r ,, April 5, 2000 TO: Ray Patchett, City Manager FROM: Lloyd Hubbs, City Engine^ SUBJECT: DABBS/MARRON ACCESS (CT 96-03) Over the last week, both Kenneth Dabbs and Gail Marron have contacted our Engineering Department staff regarding their access, as it relates to ongoing construction of the Pacific View Estates project (CT 96-03). Ms. Marron and Mr. Dabbs have agreed to modify access configurations to their lots. The change involves both Marron and Dabbs using one access road, versus two as shown on the Tentative Map and Grading Plans. The change is a result of evaluating their driveway slopes due to the recent grading. The physical driveway slopes (although per plan) do not fit their needs. They have negotiated with the developer to widen the single access road (with less slope) to 26-feet. The two properties owned by both Marron and Dabbs appear to have the potential to split lots in the future (the two lots may become four). The are both concerned that the access may not be sufficient and contacted city staff to find if there were apparent issues with their proposal. Both owners were informed that a 26' wide private access road may be sufficient to serve the 4 single farnily lots, however, this was not a secure approval, since staff did not have a formal application to review. They were informed to contact the Fire Marshal to verify if he would object to this proposal (for fire protection issues). Ms. Dabbs indicated she would call the Fire Marshal for feedback. It is our understanding that Dabbs and Marron are both preparing easement and maintenance documents for the shared driveway. Let me know if I can help with anything else in this matter. c: Bob Wojcik, Deputy City Engineer CT CITY OF CARLSBAD CARLSBAD, CALIFORNIA RE: CONCORDIA HOMES (PACIFIC VIEW ESTATES), MARRON/ DABBS ATTENTION: JERIMY RIDDLE DATE: MARCH 29,2000 WHERE AS THE DABBS PROPERTY AND THE MARRON PROPERTY ARE CONTIGUOUS AND IT IS TO THE MUTUAL BENEFIT OF BOTH PARTIES TO HAVE A THIRTY FOOT (30') WIDE JOINT ACCESS DRIVEWAY. iT IS UNERSTOOD BY ALL PARTIES THAT EACH PARTY WILL HAVE INGRESS TO AND EGRESS FROM THEIR PREMISES, IN ADDITION TO THE PUBLIC EASEMENT IN THE STREET (DAVID PLACE). IT IS FURTHER UNDERSTOOD THAT MARRONS GIVES ACCESS RIGHTS TO DABBS AND DABBS GIVES ACCESS RIGHTS TO MARRONS OVER THEIR RESPECTIVE PROPERTIES. KENNETH AND CAROLYN DABBS CONCORDIA HOMES (PACIFIC VIEW ESTATES) Ui < u,U fK- .J - •JJ.\ t— O •^^s * fc>» *5 3 UJ ? *•s ££ °& S<j 8 SE: £ Q ^ S 15^ 5 < £ ^ fegitl *t 8 ^ S ?=i*^1 ^ «• •y 5 •4J D 0 7 5 .• \> ^ jV 0, 0 !it -sis • "2gW1 :^-J f— -J Uj o u^ <^UJEMtNTu 0 u z 2 a H 2 2 ^ •s, t -^ > Oj 0-v *7 U. T) -J "VJ •^ '— 1o <r s A£ t! 3 X)/- M •--. i b Z «d 4c ooi s. \ 1W! Wfs. O 2 00oo a Carlsbt!k ^Cv I52 a: U- h < ^>— << f— ,^ *• '^* '^M Q »••• •^ C_ 2 b«^*e F •< H^ C*f- c_S ^™«^—<e- 5 03fid t» O ttCfco ^SS- .--Tr* — %. n a: ^^ -*^ >• *v«^'-> MM ••*t: •^ r—tj ,•M « * c(•^•j .•^ . 4 3 ' — H ' ••• ^ «* *** ^••« S^^" rf -> ^b3 5 O ^3 •T^j 1 r^ ^i 0 N." •0 L f c L i.r i &J« £=> O * i Q. ^ rS (y\QmnHOLZM1LLE"-» _jia £wS _^t1 (A « O •• K. jj T x><J J_j\/ •v X. ^ r E t * «=* ^8 V> •> t ^ ^> a o o wj v^ PQ 1 1 1 LJ ~^> LJ CL <Sc ^v (^./•..c xl < r | 1 f *\ -£ )^u ^A « 8 .i O § m »0 ^^ > 3 "=«I/ V2•^o^• ^^< , g p tia c ba ILL BEHCHIW!ItexCAVATION Q F^ CL'a INSPECTi iw I £ jjj 5! i;1 ' ' 1- l_ l~* S ^ •« C r k- r 4> \, C.c c ^Hr H uL C T J -J 7 N ••>— • 1< jQ /DJ ^-*•<^s •v ^-^ i^ *-S **~^ ^T"( ••••• J u UC T 1 >— UJ2:»— CL-<rCL LJ Q 5rs LJ UJ •— ' 1J\ ~Z. LJ —1 i i i t !/2< S cat- ; ^ C 2 C (f CCu =% c *c+* (V**ic ^ N 2r^r* ^ •4 3 » > ^ ; ) > * 5 3 ) 4 •*> J „ , .-,- ..- ( — g CO H — I i-M | ! ' 1 1 1 I I 1 1 j (S CC CCi1* u ^\ t^. Uj r^ ILLIna "* ^x^i 1 v<| •4 r\S ^^ 1 LJ 1 — 'I t — j \ i-o \. CXI CO ULJo: CL UJ oo00 ,0: Q: •_Lj O*-z. UJV o !f\ .,rtA\l ^0 \ -3 «4| ^XJ2S 1 ^ tt •*N. X * V \- UIj•sM t/ U <<; Kt o Cc •^ c 4 (. «c c 4. \- cL Ccc j:\- >a | c ^ b ^ "^ •) *. ja •> J » i j >4 -) D <j^ .D ^ '-T? . CO i 0~ 1 J o 3 L E— 1 11 '' 1 ' . » - CD CO ' QS : T:>i O CL _i _j i 1>& oeao_ ^ I INITIALPROVALLU a:H- uj < XQ H- O ^> CL QL O u") UJ O in UJ CL \ V I il CM ^•^•wg , \ EXIST.'-"45' ACCESS.CASEMENT PER 71-249983 ''10-29-71 N89'12'20"W 354i 13' i ELM RESERVOIR UCTEI). ENGINEER OF WORK R.D.G. rONRHTTANTS MEMORANDUM February 8, 2000 TO: KARL VON SCHLIEDER, CIS FROM: JEREMY RIDDLE, PUBLIC WORKS-ENGINEERING PROJECT: PACIFIC VIEW ESTATES, CT 96-03 AMENDED MAP This is an amended map of map no. 13560 recorded April 13, 1998. There are technical corrections to the map boundary and internal lots, due to discrepancies in the monuments used by the original land surveyor or work. If you have any questions, please feel free to call me at extension 2737. Thanks. PACIFIC VIEW ESTATES n_AP.O. BOX 2198 utc 0 1 ?ggg Carlsbad/ CA 92018 (760) 720-9785 FAX: (760) 720-9785 TELECOPIER / FACSIMILE / WRITTEN TRANSMITTAL November 17,1999 Michele Masterson City of Carlsbad Engineering 2075 Las Palmas Drive Carlsbad, CA 92009-1576 RE: Pacific View Estates CTM 96-03 Cash Deposits Dear Ms. Masterson, This letter shall serve to notify the City of Carlsbad that we have sold the Pacific View Estates project and assigned any and all interests therein to Concordia Homes. This letter will provide evidence that the prepaid $30.000.00 cash deposit which we paid towards the issuance of grading permit for said project is hereby transferred to Concordia Homes of California, "Concordia". Furthermore, said cash deposit shall henceforth be considered the sole and separate property of Concordia and shall be returned to Concordia Homes upon completion and City release. Should you have any further concerns regarding this issue please call me directly. Sincerely, PACIFIC VIEW ESTATES, LTD. PACIFIC VIEW COMMUNITIES, LLC Don Jack, Managing Member CHRON 1999 OCT-26-1999 15=21 FROM MGMT TO 917609429976 P.02 Sempra Energy City of Carlsbad 2075 Las Palmas Drive Carlsbad, CA 92009 ATTN: City Engineer October 26, 1999 RE: CITY OF CARLSBAD TENTATIVE MAP NO. 96-03 UNITS 2 & 3 Please be advised that the division, of the property shown on Tentative Map No. 96-03 UNITS 2 & 3 will not unreasonable interfere with the free and complete exercise of any easement(s), held by San Diego Gas & Electric Company within the boundaries of said map This letter should not be construed as a subordination of the Company's rights, title and of the provisions contained in said eascmcul(s), or a -waiver of costs for relocation of any interest in and to said easements), nor should this letter be construed as a waiver of any affected facilities. In the event that the development requires relocation of facilities, on the subject property, which facilities exist by right of easement or otherwise, the owner the owner/developer will be requested to bear the costs of such relocation and provide SDG&E with suitable replacement rights. Such costs and replacement rights are required prior to the performance of the relocation. If additional information is required in connection with the above mentioned subject, please call Rolanda Hayward at (858) 654-1256,1 am employed by Sempra Energy as a duly authorized agent for San Diego Gas & Electric. Rolanda F.: Administrative Associate Duly Authorized Agent for SDG&E Land Management Cc: Dudek & Associates TDTOI P.PIP City of Carlsbad" January 29, 1998 Gail Kobetich, Field Supervisor Ellen Berryman U.S. Fish and Wildlife Service 2730 Loker Avenue West Carlsbad, CA 92008 Planning Department RECEIVED William Tippets California Departmen 4949 Viewridge Drive San Diego, CA92123 FEB 0 2 1998 NEERING SUBJECT CT 96-03 - Habitat Loss Permit for the Pacific View Estates Project, (Pacific View LTD.) On December 16, 1998, a Habitat Loss Permit was approved by the Carlsbad City Council for the Pacific View Estates project. The subject property is located in the Northwest Quadrant of the City of Carlsbad, as shown on the attached location map. The project will take 1.95 acres of coastal sage scrub. Pursuant to the 4(d) rule for the California gnatcatcher, this Habitat Loss Permit is being transmitted to your offices for the required 30 day comment period. The comment period will close on February 29, 1998. A copy of the staff report to the City Council is attached. Supplemental materials will be provided by the property owner. Attached for your reference is a tabulation of all coastal sage scrub losses authorized by the City of Carlsbad since March 1993. If you have any questions regarding this project, please feel free to contact me at 438-1161 extension 4451. Thank you for your cooperation in this matter. Adrienne Landers Principal Planner Attachment c: Don Jack Engineering Dept. File 2O75 Las Palmas Dr. • Carlsbad, CA 92009-1576 - (76O) 438-1161 • FAX (76O) 438-O894 jlTY OF CARLSBAD - AGENt,A BILL AB# HSHXQ MTG. /*-/&- 17 DEPT. CD V^ TITLE: INTERIM COASTAL SAGE SCRUB TAKE PERMIT FOR CT 96-03 - PACIFIC VIEW ESTATES DEPT. HD. ~£yjv. CITY ATTY. (S3L2? • CITY MGR ~~5$^ QLU O CC Q.0. < _J O oo RECOMMENDED ACTION: That the City Council APPROVE Resolution No.approving an Interim Coastal Sage Scrub Take Permit for Pacific View Estates (CT 96-03), and subtracting 1.95 acres from the City's 5% allocation. ITEM EXPLANATION: The listing of the California gnatcatcher as a threatened species established the requirement for a federal permit to impact any coastal sage scrub vegetation. A special permit process was created to address projects with small impacts. This process is known as the 4(d) permit or Interim Coastal Sage Scrub Take Permit. Staff is recommending that an Interim Coastal Sage Scrub Take Permit be issued for the Pacific View Estates project. The property in question is located in the Northwest Quadrant of the City. A location map is provided as Exhibit 2. The 8.52 acre subject site, approved for the development of 30 single family lots and 7 secondary units consists of approximately 1.95 acres of Diegan Coastal Sage Scrub, 2.02 acres of Southern Mixed Chaparral and 4.37 acres of disturbed habitat. Direct impacts to Diegan Coastal Sage Scrub are considered to be significant but mitigable. Impacts to the remaining habitats are not considered significant. A focused survey indicated that no sensitive species including the California gnatcatcher inhabit the site. Subsequent to approval of the project, the applicant submitted the necessary documents to obtain a grading permit. The Engineering Department is processing the application and anticipates approval within approximately 30 days. The applicant wishes to process this 4(d) permit application concurrently with the grading permit application so that they will be able to grade the property promptly upon issuance of the grading permit. Staff recommends issuance of the Interim Take Permit for the Pacific View Estates project for the following reasons: 1. The impact is small, low quality, and will not jeopardize the City's ability to utilize the 4(d) process for other private or public projects. 2. Development of the project has significant economic and other benefits for the City by providing housing for 37 families. 3. Without approval of the 4(d) permit, an alternative permitting mechanism for the coastal sage scrub impact would have to be pursued, potentially delaying construction of the project. PAGE 2 OF AGENDJiWSlLL NO. All of the required findings needed for issuance of an Interim Take Permit can be made, as stated in the attached Resolution. To briefly summarize those findings, the proposed habitat loss is consistent with the guidelines of Natural Communities Conservation Planning, it will not cumulatively exceed the City's 5% limitation, habitat connectivity will be maintained, and it will not preclude implementation of a regional habitat plan. Mitigation for the 1.95 acres of coastal sage scrub loss consists of the purchase of 2.0 acres of conservation credits at the Carlsbad Highland Conservation Bank. After approval of this coastal sage scrub loss, the City's remaining balance under the 5% limitation will be 29.59 acres. If the staff recommendation is approved, the Interim Take Permit will be submitted to the U.S. Fish and Wildlife Service and California Department of Fish and Game for the required 30 day review period. If no objection is filed by those agencies within the 30 day period, the permit will have final approval. The permit will be valid for one year following the date of final approval FISCAL IMPACT: There is no fiscal impact associated with the recommended action. EXHIBITS: 1 . City Council Resolution No. 30 -US 2. Location map. EXHBIT2 PACIFIC VIEW ESTATES CT 96-03/PUD 96-037 HDP 96-03/SDP 96-04 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 97-715 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN INTERIM COASTAL SAGE SCRUB TAKE PERMIT FOR 1.95 ACRES OF DIEGAN COASTAL SAGE ON THE PACIFIC VIEW ESTATES PROJECT. CASE NAME: PACIFIC VIEW ESTATES CASE NO: CT 96-03 WHEREAS, the United States Fish and Wildlife Service has listed the California gnatcatcher as a threatened species and, therefore, subject to certain protections afforded by the Endangered Species Act; and WHEREAS, the Secretary of the Interior has adopted a Special Rule as provided • under Section 4(d) of the Endangered Species Act for threatened species; and WHEREAS, the Special Rule provides guidelines for interim take of the California gnatcatcher pending completion and approval of larger scale plans pursuant to the Natural Communities Conservation Planning (NCCP) program of the State of California; and WHEREAS, among the provisions of the Special Rule is an expedited process for approval of interim impacts, which process may be used until the San Diego County region has taken 5% of the coastal sage scrub existing as of March 25,1993; and WHEREAS, the City of Carlsbad's portion of the 5% allowable take has been calculated to be 165.7 acres, and all impacts to coastal sage scrub during the interim period must be subtracted from this amount; and WHEREAS, the City of Carlsbad has adopted a prioritization system and guidelines for determining which projects should be allowed to deduct from the City's 5% allocation; and WHEREAS, Attachment 1 to this resolution is a listing of all projects which have been authorized pursuant to the Special Rule to impact coastal sage scrub habitat in Carlsbad since March 25, 1993, and a statement of the remaining number of acres available to the City from the 5% allocation; and :> o o 1 WHEREAS, in approving interim impacts to coastal sage scrub habitat under the 2 expedited process provided by the Special Rule, it is necessary for the City Council to adopt 3 seven specific findings which are outlined in the NCCP Conservation Guidelines and restated below in the Findings section of this resolution; and WHEREAS, the City Council has reviewed all pertinent information relating to 6 the Pacific View Estates project and has determined that it is appropriate to issue an interim take 7 permit for the project. 8 NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the 9 City of Carlsbad, California as follows: A. That the above recitations are true and correct. 12 B. That the City Council approves the issuance of the an interim take permit for the Pacific View Estates project. The City Council further directs that 1.95 acres 13 shall be subtracted from the available balance of coastal sage scrub impacts as shown on Attachment 1 of this resolution, which is incorporated herein by ^ reference. 15 Findings; In approving the issuance of this interim take permit, the City Council makes the following 17 findings with respect to the Pacific View Estates project. The City Council finds that: 18 1. The proposed habitat loss is consistent with the NCCP Conservation Guidelines. The impact of the loss of 1.95 acres of coastal sage scrub is consistent with the NCCP Guidelines in that this small acreage is considered an insignificant impact to CCS and to 2Q gnatcatcher habitat especially since no gnatcatchers have been observed on site. 21 2. The habitat loss will not cumulatively exceed the 5% limitation, either regionally or locally. The City of Carlsbad has 29.59 acres remaining in its 5 percent allocation. The 22 proposed project will take 1.95 acres with other projects currently under review proposing to take about 5 acres. Consequently, this project will not exceed the City's 5 percent allocation. 24 3. Connectivity between high value habitat areas will not be precluded. The site is 25 essentially an infill site in an area that is already developed. No habitat of value exists either on the subject site or on surrounding properties, therefore, connectivity is not 26 precluded in these areas. 27 28 -2- -/ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 •24 25 26 27 28 7. The habitat loss will not preclude preparation of the subregional NCCP plan. The Multi- species Habitat Conservation Plan, being worked on by regional agencies and jurisdictions, does not indicate the subject site as being important to the sub-regional plan. The habitat loss has been minimized and mitigated to the maximum extent practicable. The mitigation shall consist of the purchase of credits in the Carlsbad Highland Mitigation Bank. Habitat loss on the site has been minimized by sensitive site design which has limited impacts to 1.95 acres. The likelihood of survival and recovery of listed species will not be appreciably reduced. Neither gnatcatchers nor other sensitive species inhabit the site. The site is not important for wildlife movement or foraging and is not a use area for any listed species. The habitat loss is incidental to otherwise lawful activities. The habitat loss will be incidental to residential development of the property as envisioned in the Carlsbad General Plan. Grading will not be allowed until all_ applicable requirements are met. Environmental review has been completed and a Mitigated Negative Declaration was issued. -3- 1 2 7J 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8. That staff is hereby directed to transmit the City Council's action as expeditiously as possible to the U. S. Fish and Wildlife Service and California Department of Fish and Game to indicate that the permits have been issued subject to the required 30 day review period. In addition, following the conclusion of the 30 day review period objections to the issuance of the interim take permits from the U. S. Fish and Service and California Department of Fish and Game, staff is further directed appropriate actions to document the final approval of the project. PASSED, APPROVED AND ADOPTED at a regular meeting of the City of the Citv of Carlsbad. California, held on the 16th dav of December by the following vote, to wit: with no Wildlife to take Council . 1998 AYES: Council Members Lewis, Finnila, Nygaard, Kulchin, and Hall NOES: None ABSENT: X?e n// / f / lj?//^/W//^ (fc^DEAfL^STMyor ATTEST: / f£~ /^/f-A_ /\ . r\ (fat -"- — *-« A^u-, — — v ALEf HA L. RAUTENKRANZ, City Clerlj (SEAL) -4- ATTACHMENT 1 ITEMIZATION OF IMPACTS TO COASTAL SAGE SCRUB 5% ALLOCATION DESCRIPTION OF PROJECT Starting Balance ACRES 165.70 City and Other Public Agency Projects San Dieguito Union High School District for South Carlsbad High School site Section 7 permit issued, 1993 CalTrans for Poinsettia Lane/I-5 Freeway ramps and auxiliary lanes Section 7 permit issued, 1995 CMWD - lining and covering of Maerkle Reservoir - 4(d) permit issued, 1995 Poinsettia Park - 4(d) permit issued, 1995 Cannon Road Reach 1 - 4(d) permit issued, 1995 Hidden Valley Road - Section 7 permit issued, 1995 Maerkle Reservoir - additional impacts, 1997 1.46 2.10 4.30 0.04 2.40 6.32 0.53 Private Development Projects Aviara Phase II drainage structure, 1994 Aviara Phase III grading - 4(d) permit issued September 1995 Parkview West - 4(d) permit issued May 1996 Carlsbad Ranch - 4(d) permit issued May 1996 Rancho Verde - Section 7 permit issued, 1995 Mar Vista/Emerald Ridge West and East - 4(d) permit issued administratively November 1995 Carrillo Ranch Phase I grading - Section 7 permit issued, 1995 Arroyo La Costa - Section 7 permit issued, 1993 Cobblestone Sea Village - Pending Holly Springs agricultural impacts, 1997 Meadowlands - 4(d) - Pending Carlsbad Ranch - Hidden Valley Road Cobblestone Sea Village additional impact 1997 - Pending Carrillo Ranch Phase II Grading - authorized November 1997 Pacific View Estates - 4(d) Pending TOTAL ACRES AUTHORIZED TO BE TAKEN REMAINING ACRES 0.40 8.68 1.10 1.10 6.80 0.96 42.20 11.00 14.60 0.50 1.30 0.27 0.10 28.00 7.95 136.11 29.59 Note: Italics indicates that grading permit has not been issued PACIFIC VIEW COMMUNITIES, LLC P.O. Box 2198 Carlsbad, California, 92018 Tele:(760) 720-9785; Fax:(760) 720-9785 TELECOPIER FACSIMILE TRANSMITTAL DATE: 1/8/98 TO: MR. KEN QUON FAX #: 438-0894 RE: PACIFIC VIEW ESTATES, ct-96-03, 26 Single Family Residential Detached Homes. N.E.C. Donna Dr. at Carlsbad Village Drive, Carlsbad, CA. Dear KEN, Paragraph 92 of our conditions of approval states: "Some improvements shown on the tentative map and/or required by these conditions are located offslte on property which neither the City nor the owner has sufficient title or interest to permit the improvements to be made without acquisition of title or interest. The developer shall conform to Section 20.16.095 of the Carlsbad Municipal Code."t In our telephone conversation of December 3, 1997, you informed me that the City may need to condemn the Abler property (AP 156-090-41) in order to accommodate the City's wishes for a slope easement. We discussed that the subject slope easement is located at the only access to the Abler property and that it will be required when Abler developments. You advised me to procure an appraisal for the value of said slope easement, and to offer Mr. Abler the amount of value of this easement. You indicated that should Abler refuse, you will begin the condemnation proceedings. Will you please send me a letter to the above effect so that I may send it with my offer to Mr. Abler. I expect to receive the appraisal of value tomorrow, January 9, 1997. Please Date your letter as of the day we spoke, December 3, 1997. Should you have any questions or if I may be of any assistance, please don't hesitate to call me at (760) 720-9785. Thanking you in advance for your prompt response In this matter, I am, Respectfully. PACIFIC VIEW COMMUNITIES, LLC Do«vl« Jack Managing Member T0d WUSS:0T 3661 80 -uief S8L6 0ZL 619 : '°N 3NOHd *NbDI<d3Wd Fvom : *FfiRUEST RMERICflN* PHONE No. : 619 720 9785 Dec.01 1997 4:11PM P01 November 9, 1997 To whom it may concern: At this time we do not want any grading done on our property at Donna Drive, Carlsbad, California. Sincerely, Ernest R. Adler \" ' July 28, 1997 Mr. Reed Adler, c/o Mr. Steve Adler 3833 Gaviota Av., Long Beach, CA 90807 Re: YOUR CARLSBAD PROPERTY AP# 156-030-41 which abuts our property identified as AP# 167-250-16-00, located north of Carlsbad Village Drive at the Intersection of Donna Way, City of Carlsbad. Dear Mr. Adler, We have tried many times to contact you. Our firm is in the process of developing the parcel north of your property. As we were unsuccessful In reaching you, we have altered our plans as not to affect your property. However, the City of Carlsbad requires that we grade the City's street right-a-way. This is Donna Way and abuts your 2.7 acres on the north. They have requested we again attempt to contact you before grading. This letter 1$ to request your permission of same. Please let me explain! I have enclosed a copy of our Preliminary Grading Plan for your reference. The City owns the 45' wide street right-a-way Identified as Donna Drive. Your property will not be burdened with their street however, would have a portion of a 2:1 slope in order to support the street. This 2:1 slope is approximately 160* long. It starts at the northeast corner of your property at a width of approximately 18 feet and tapers down to 0 feet wide. We believe the Impact to your property as inconsequential. In fact it should help your future build out. Assuming the enclosed drawing Is acceptable, will you kindly sign the agreement below and return to me in the self address envelope enclosed. Or, should you wish to see the overall plans, will you please call our engineers office or the City of Carlsbad. Our project engineer is R.D.G. Consultants, located at 3042 Harding Street in Carlsbad. Or drawings at the City may be view at 2075 Las Palmas Drive Carlsbad, CA 92009. If this is not convenient, will you please call me or Mr. Ron Grunow at (619) 729-0150 so that we may arrange a meeting at your convenience to better apprise you of slope design and street layout or simply answer any questions you may have. We look forward to your early response. In the interim, should you have any questions please don't hesitate to call me at (619) 720-7985. Thanking you in advance for your consideration and prompt response in this matter, I am, j Respectfully, PACIFIC VIEW LTD. Don L. Jack, Managing Member APPROVAL TO GRADE I have reviewed the enclosed Preliminary Grading Plan for Pacific View Estates, Sheet 1 of 1, and accept and agree to allow the slope to be (installed as illustrated. REE& APLER, c/o STEVE ADLER Date chro 97 20d UldTT:f L661 T0 '^d SBifi 0Zi 619 : '°N 3NOHd *NbDId3Wd PACIFIC VIEW COMMUNITIES LLC P.O. Box 2193 Carlsbad, California, 93018 Tele:<760) 720-9785; Fax:(760) 720-9785 TELECOPIER FACSIMILE TRANSMITTAL DATE: 9/19/97 Fri 2pm TO: MR. KEN QUON FAX #: 438-0894 RE: PACIFIC VIEW ESTATES. CT 96-03 TENTATIVE TRACT MAP. 8.52 Acres, 26 Single Family Residential Detached Lots. N.E. Corner of Donna Drive at Carlsbad Village Drive, City of Carlsbad. COPY FOR YOUR RECORDS T0d Wd62:T <L66T 61 'das SBL6 BZ<L 6T9 : '°N 3NOHd 7 '^ PACIFIC VIEW LTD. A COMMERCIAL INVESTMENT & DEVELOPMENT COMPANY 1».O. Box 2198, Carlsbad, California 92018 Facsimile; (619)720-9785 Telephone: (619) 720-V785 September 19, 1997 Mr. Reed Adler, c/o Mr. Steve Adler 3833 Gavioto Av., Long Beach, CA 90807 Re: YOUR CARLSBAD PROPERTY AP# 156-030-41 which abuts our property identified as AP# 167-250-16-00, located north of Carlsbad Village Drive at the intersection of Donna Drive, City of Carlsbad, Dear Mr. Adler, This letter will again attempt to seek your consent to grade a small area of the future street, I.e. DONNA DRIVE, which Is the eastern most portion of your property, i.e. referenced above. Please let me explain! As indicated in my letter of July 28, 1997, our firm is in the process of developing the parcel north of your property. Our grading has been altered as not to affect your property. However, the City of Carlsbad still requires that we grade the City's street right-a-way on Donna Drive. Said rlgbt-a-way abuts your 2.75 acres on the east. As noted, the City has requested we attempt to contact you before we grade. In my July 28, 1997 letter, I sent you a copy of our Preliminary Grading Plan for your reference. Again, the City owns the 45' wide street right-a-way Identified as Donna Drive. Your property In question will eventually become the full width for Donna and will have a portion of a 2:1 slope in order to support the street. This 2:1 slope Ls approximately 160* long. It starts at the northeast corner of your property at a width of approximately 18 feet and tapers down to 0 feet wide. We believe the impact to your property as inconsequential. In fact it should help your future build out. Will you kindly sign the agreement below and return to me in the self address envelope enclosed. Or, should you wish additional information, please feel free to call me, the City of Carlsbad, or our engineers office. Our project engineer is R.D.G, Consultants, located at 3042 Harding Street in Carlsbad. Or drawings at the City may be view at 2075 Las Palmas Drive Carlsbad, CA 92009. If this is not convenient, will you please call me or Mr. Ron Grunow at (619) 729-0150 so that we may arrange a meeting at your convenience to better apprise you of slope design and street layout or simply answer any questions you may have. We look forward to your early response. In the interim, should you have any questions please don't hesitate to call me at (619) 720-7985. Thanking you In advance for your consideration and prompt response in this matter, I am, Respectfully, PACIFIC VIEW LTD. Don L. Jack, Managing Member I have reviewed the enclosed Preliminary Grading Plan for Pacific View Estates, Sheet 1 of 1, and accept and agree to allow the slope to be installed as illustrated. REED ADLER, c/o STEVE ADLER Date o; Mr, Ken Quon, P.E,, City of Carlsbad 20d Wd0£:T A66T6T'd3S SBL& QZL 619 : 'ON 3NOHd *NbOId3Wd March 24, 2000 City of Carlsbad Michelle Masterson RE: Pacific View Estates 96-03 Operating agreements DearirMjehelle,l^U^^ Pursuant to verifying who is capable of signing the bond agreements, I am forwarding to you the following: 1: LB/L-CONCORDIA MASTER LLC, 2: LB/LAKESIDE CAPITAL PARTNERS LLC, 3: CONCORDIA COMMUNITIES, LLC, 4: LB/L-CONCORDIA CARLSBAD-25 LLC. This should provide you with sufficient verification, if not, please feel free to give me a call. Sincerely, RECEIVED 2 4 2000 ENGINEERING DEPARTMENT 7130 Avenida Encinas * Suite 201 * Carlsbad, CA 92009-4657 Telephone No: (760) 804-1576 * Fax No: (760) 804-1577 Received: 12/22/99 11:23; 9098849583 -> CONCORDIA HOMES OF CALIF LLC; Page 2 DEC.22. 1999 10:i4flM REDU' "&SHERRILL NO.834 P.2 OPERATING AGREEMENT TOR CONCORDIA COMMUNITIES, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Operating Agreement, is made as of r_(2 -iz'3.-^°t , by and among the parties listed on the signature pages hereof, with reference to the following facts: A. On Articles of Organization for CONCORDIA COMMUNITIES, L'LC (the "Company"), a limited liability ' company under the laws of the State of Delaware were filed with the appropriate Delaware governmental office. B. The parties desire to adopt and approve an operating agreement fbr the Company. " \ NOW, THEREFORE, the parties (hereinafter sometimes collectively referred to as "Members," or individually as the- "Member") by this Agreement set forth the operating agreement for the Company under the laws of the State of Delaware upon the terms and subject to the conditions of this Agreement. ARTICLE I DEFINITIONS When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this- Agreement) : 1.1 "Apt" shall mean such act under Delaware law codifying limited liability companies as the same may be amended from time to time. 1.2 "Agreement** shall mean this Operating Agreement, as originally executed and as amended from time to time. 1.3 "Articles" shall mean the articles of organization for the Company originally filed with the appropriate officials in the State of Delaware as amended from time to time. 1..4 "Capital Contribution" shall mean the total value of cash and fair market value of property (including promissory notes or other obligation to contribute cash or property) OPEBATC.AGR [12/22/99] Received: 12/22/99 11:23; 9O96849583 -> CONCORDIA HOMES OF CALIF LLC; Page 3 DEC.22.1999 10:14ftM RED^E&SHERRILL "*" NO.834 f P. 3 contributed and/or services rendered or to be rendered to the Company by Members. . , 1.5 "code" shall mean the Internal Revenue Code of 1936, amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations. 1.6 "company" shall mean CONCORDIA COMMUNITIES, LLC, a Delaware limited liability company. .1.7 "Corporations Code" shall mean the Codes of the State of Delaware codifying limited liability companies, as amended from time to time, and the provisions of succeeding law.' 1.8 "Dissolution liyent" shall mean with respect to any Member one or more of the following: the death, insanity, withdrawal, resignation, expulsion, Bankruptcy, dissolution or occurrence of any other event which terminates the continued membership of any Member unless the other Members consent to continue the business of the Company pursuant to Section 8.1. *1.9 "Distributable Cash" shall mean the amount of cash which the Managers deem available for distribution to the Members, taking into account all Company debts, liabilities, and obligations of the Company then due and amounts which the Managers deem necessary to place into reserve for customary and usual claims with respect to the Company's business. 1.10 "Economic Interest" shall mean a Member's or Economic Interest Owner's share of one or more of the Company's Net Profits, Net Losses, and distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management, or except as provided in the Corporations Code, any right to information concerning the business and affairs of Company. 1.11 "Economic Interest owner" shall mean the owner of an Economic Interest who is not a Member. 1.12 "Fiscal Year" shall mean the Company's fiscal •year, which shall be the calendar year, 1.13 "Former Member" shall have the meaning ascribed, to its in Section a.i.- 1.14 ' "Former Member'a interest" shall have the meaning ascribed to it in Section 8,1. 1.15 "Majority Interest1* shall mean one or more -2- Received: 12/22/99 11:24; 9OQ6849S83 -> CONCORDIA HOMES OF CALIF LLC; Page 4 DEC. 22.1999 10: 14flM RE^^SE&SHERRILL • • " "^ NO. 834 P. 4 Percentage Interests of Members which taken together exceed:fifty percent (50%) of the aggregate of all percentage Interests. 1.16 "Manager" shall mean one or more managers. Specifically, "Manager" shall mean O. Randolph Hall, Jr., Michael Ugar and Don Underwood, or any other persons that succeed any of them in that capacity. 1.17 "Member" shall mean each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Articles of this Agreement or is an assignee who has become a Member in accordance with Article VII and (b) has not resigned, withdrawn, been expelled or, if other than an individual, dissolved. It 18 "Member Nonrecourse Deductions" shall mean items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt. 1.19 "Membership Interest" shall mean a Member's entire interest in the Company including the Member's Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company. 1.20 "Net Profits" and "Net Losses" shall mean the income, gain, loss, deductions-, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with generally accepted accounting principles employed under the method of accounting at the close of each fiscal year on the Company's information tax return filed for federal income ax. purposes. 1.21 "Percentage interest" shall mean the percentage of.a Member set forth opposite the name of such Member under the column "Member's Percentage Interest" in Exhibit A hereto, as such percentage may be adjusted from time to time pursuant to the terms of this Agreement. Percentage Interests shall be- determined annually, unless otherwise provided herein, in accordance with the relative proportions of the Capital Accounts •• of the Members, effective as of the first day of the Company's Fiscal Year but with all distributions under this Agreement to be deemed to have occurred on such day as immediately prior to determination of the Percentage Interest of a Member. 1.22 "Person" shall mean an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate .investment trust association or any other entity. -3- Received: 12/22/99 11:24; 9O96S49583 -> CONCORDIA HOMES OF CALIF LLC; Page's DEC. 22.1999 10= 15PM RED^C&SHERRILL - ^ NO. 834 P. 5 1.23 "Regulations" shall, unless the context clearly indicates otherwise, mean the regulations concurrently in force as finaL or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code. 1.24 "Remaining Members" shall have the meaning ascribed to it in Section 8.1. 1.25 "Tax Matters Partner" shall be Michael Ugar or his or her successor as designated pursuant to Section 9.6. ARTICLE II ORGANIZATIONAL MATTERS 2.1 Formation. Pursuant to the Act, the Members have formed a Delaware limited liability company under the laws of the State of Delaware by filing the Articles with the Delaware Secretary of State and entering into this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. 2.2 Name. The name of th'e Company shall be "CONCORDIA COMMUNITIES, LLC." The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Managers deem appropriate or advisable. The Managers shall file any fictitious name certificates and similar filings, and any amendments thereto, that the Managers consider appropriate or advisable. 2.3 Term. The term of this Agreement shall be coterminous with the period of duration of the Company provided in the Articles, unless extended or sooner terminated as. hereinafter provided, 2.4 Office and Acfent. The Company shall continuously maintain such offices and registered- agents as required by. the Act. The principal office of the Company shall be as the Managers may determine. The company also may have such offices, anywhere within and without the State of Delaware, as the Managers from time to time may determine, or the business of the Company may require. The registered agent shall be as stated in the Articles or as otherwise determined- by the Managers. 2.s addresses of the Members and the Managers* The Received: 12/22/99 11:24; 9O968495S3 -> CONCORDIA HOMES OF CALIF LLC; Page 6 DEC.22.1999 10:15ftM REI^IE&SHERRILL , ' "^ NO.834- P.6, respective addresses of the Members and the Managers are set forth on Exhibit A. 2 . 6 purpose, of company. The purpose of. the Company is to engage in any lawful activity for which a limited liability company may be organized under the Act. Notwithstanding the • foregoing, without the consent of the Members, the Company shall not engage in any business other than the following: (a.) (i) the purchase of any real or personal property, (ii) the ownership, subdivision, improvement or sale of real or personal property, and (iii) make any investment, and engage in any joint venture, general partnership, limited partnership, limited liability company or other business activity proposed by the Managers and not prohibited by law or this Agreement; and (b) such other activities directly related to the foregoing business as may be necessary, advisable, or appropriate, in the reasonable opinion of the Managers to . further the foregoing business. ARTICLE III CAPITAL CONTRIBUTIONS 3.3L Initial capital Contribution. Each Member shall contribute such amount as is set forth on Exhibit A as his initial Capital Contribution, which Exhibit A shall be revised to reflect any additional contributions contributed in accordance . with Section 3.2. 3.2 Additional Capital Contributions. No Member shall be required to make any additional Capital Contributions. To the extent unanimously approved by the Managers and Members who hold a Majority Interest, from time to time, the Members may be permitted to make additional capital contributions if and to the extent they so desire, and if the Managers determine that such additional Capital Contributions are necessary or appropriate for the conduct of the Company's business. In that event, the Members shall have the opportunity, but not the obligation, to participate in such additional capital Contributions on a pro rata basis in accordance with their Percentage Interests. 3.3 Capital Accounts. The Company shall establish an individual capital Account for each Member. The Company shall determine and maintain each Capital Account in accordance with Regulations Section 1.704-1(b)(2)(iv). If a Member transfers all or part of her or h.er Membership Interest in accordance with this -5- Received: 12/22/39 11:25; 9098849583 - =- CONCORDIA HOMES OF CALIF LLC; Page 7 DEC. 22.1999 10:16RM RED^E&SHERRILL ' _• NO. 834 P. 7 Agreement, such Member's Capital Account attributable to the transferred Membership Interest shall carry over to the new owner of such Membership Interest pursuant to Regulations Section 1.704-l(b)(2)(iv)(1). 3.4 Ko interest. No Member shall be entitled to receive any interest on his or her Capital Contributions. ARTICLE IV MEMBERS 4.1 Limited Liability. Except as required under the Act or .as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the. Company, whether that liability or obligation arises in contract, tort, or otherwise. 4.2 Admission of Additional Members. The Managers, with the approval of the Members, may admit to the Company additional Members. Notwithstanding the foregoing, substitute members may only be admitted in accordance with Article VII. 4.3 Withdrawals or Resignations. No Member may withdraw or resign from the Company. 4.4 Transactions with the Company. Subject to any limitations set forth in this Agreement and with the prior approval of the Managers after full disclosure of the Member's involvement, a Member may lend money to and transact other, business with the Company. Subject to other applicable law/ such Member has the same rights and obligations with respect thereto as a Person who is not a Member. 4.5 Remuneration To Members. Except as otherwise authorized in, or pursuant to, this Agreement, no Member is entitled to remuneration for acting in the Company business. 4.6 Members Are Kot Agents. The management of the Company is vested in the Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind nor execute any instrument on behalf of the Company. 4.7 voting- Rights. Except as expressly provided in this Agreement- or the Articles, Members shall have no voting, approval or consent rights. Members shall have the right to approve or disapprove matters as specifically stated in this Agreement, including the foregoing: -6- Received: 12/22/99 11:25; 9098849583 - =• CONCORDIA HOMES OF CALIF LLC; Page 8 ' DEC. 22. 1999 10:i6fin REEf^lE&SHERRILL . NO. 834 P. 8 A. unanimous Approval. The following matters shall require the unanimous vote, approval or consent of all . Members who are not the subject to a Dissolution Event or an assignor of a Membership Interest: (i) A decision to continue the business of the Company after the occurrence of a Dissolution Event. (ii) Except as provided in Article VII, the transfer of a Membership Interest and admission of the assignee '" as a Member of the Company. (iii) Any amendment of. the Articles or this Agreement. B. Approval by M^fnb^ys Holding a Majority Interest. Except as set forth herein in all other matters in which a vote, approval or consent of the Members be is required, a vote, consent or approval of Members holding a Majority Interest (or, in instances in which there are defaulting Members, non-defaulting Members who hold a majority of the Percentage Interests held by all non-defaulting Members) shall be sufficient to authorize or approve such act. 4.8 Meetings of Members. A. Pate. Time and Place of Meetings of Members; secretary. Meetings of Members may be held at such date, time • and place within or without the State of Delaware as the Managers may fix from time to time, or if there are two or more Managers and they'are unable to agree to such-time and place, Members holding a Majority Interest shall determine the time and place. No annual or regular meetings of Members is required. At any Members' meeting, the Managers shall appoint a person to preside , at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting which shall be placed in the minute books of the Company. B. Power to Call Meetings. Unless otherwise prescribed by the Act or by the Articles, meetings of the Members may be called by any Manager, or upon written demand of Members holding more than ten percent (10%) of the Percentage Interests for the purpose of addressing any matters on which the Members may vote. C. Notice_of Meetings. Written notice of a meeting of Members shall be sent or otherwise given to each Member in accordance with Section 4.8D not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and -7- Received: 12/22/99 11:57; SO96849583 - => CONCORDIA HOMES OF CALIF LLC; Page 32 DEC. 22. 1999 10=47FlM . REDli^£&SHERRILL NO. 836 P. 32 the general nature of the business to be transacted.' No other business may be transacted at this meeting.' Upon written request to a ;Manager by any person entitled to call a meeting of Members, the Managers shall immediately cause notice to be given to the Members entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than ten (10) days nor more than sixty (60) days after the receipt of the request. If the notice is not given within (20) days after the receipt of the request/ the person entitled to call the meeting may give the notice. D. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Members shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Member at the address o'f that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice. If no such address appears on the Company's books or is given, notice shall be deemed to have been given if sent to that Member by first-class mail or telegraphic or other written communication to the Company's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have ben given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. E. Validity of Action. Any action approved at a meeting, other than by unanimous approval of those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice. F. Quorum. The presence in person or by proxy of the holders of a Majority Interest shall constitute a quorum, at a meeting of Members. The Members present at a duly called or held meeting at which a quorum is present may continue to do. business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum (other than adjournment) is approved by at least Members holding a Majority Interest. ARTICLE V MANAGEMENT AND CONTROL OF THE COMPANY 5.1 Management of the Company by Managers. A. Exclusive Management by Managers. The business, property and affairs of the Company shall be managed exclusively by the Managers. Except for situations in which the -a- Received: 12/22/99 11:57; 9098849583 -> CONCORDIA HOMES OF CALIF LUC; Page 33 DEC. 22. 1999 10-'48fiM REDU :&SHERRILL ' ' NO. 836 P. 33 approval of the Members is expressly required by the Articles or this Agreement, the managers shall have full, complete and exclusive authority, power, and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, property and affairs. B. Agency Authority of Managers. Any Manager, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company: All checks, drafts, and other instruments obligating the Company to pay money may be signed by any one Manager. Any one Manager, acting alone, shall be authorized to sign contracts ' and obligations on behalf of the Company. 5.2 Managers. A. Kuiaber, Term and Qualifications. The Company will initially have three (3) Managers. The number of Managers of the Company shall be fixed from time to time by the affirmative vote or written consent of Members holding a Majority Interest, provided that in no instance shall there be less than one Manager and provided further that if the number of Managers is reduced from more than one to one, the Articles shall be amended to so state, and if the number of Managers is reduced from more than one to one, the Articles shall be amended to so state, and if the number of Managers is increased to more than one, the Articles shall be amended to delete the statement that the Company has only one Manager. Unless he resigns or is. removed, each Manager shall hold office until a successor shall have been elected and qualified. Managers shall be elected by the affirmative vote or written consent of Members holding a Majority Interest. B. Resignation. Any Manager may resign at any time by giving written notice to the Members and remaining Managers without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the'resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. C. Removal. All or any lesser number of Managers may be removed at any time, with or without cause, by the affirmative vote of Members holding a Majority Interest at a Received: 12/22/99 11:26; 9OS6849583 -> CONCORDIA HOMES OF CALIF LLC; Page 11 DEC.22.1999 10:17RM RED^E&SHERRILL . ' NO.834 P. 11 meeting called expressly for that purpose, or by the written consent of the Members holding a Majority Interest. A Manager also way be removed by the affirmative vote or written consent of a majority of the remaining Managers if such Manager becomes incapable of fulfilling his ox: her obligations under this Agreement because of injury or physical or mental illness and such incapacity shall exist for thirty (30). working days in the aggregate during any consecutive six (6) month period. D. vacancies. Any vagancy occurring for any reason in the number of Managers may be filled by the affirmative vote or written consent of Members holding a Majority Interest. 5.3 Powers of Managers, without limiting the generality of Section 5.1, the Managers shall have all necessary powers to manage and carry out the purposes, business, property, and affairs of the Company, including, without limitation, the power to exercise on behalf and in the name of the .Company all of the powers described in the Corporations code. 5.4 Members Have No Managerial Authority. The Members shall have no power to participate in the management of the Company except as expressly authorized by this Agreement or the Articles and except as expressly required by the Act, Unless expressly and duly authorized in writing to do so by a Manager or Managers, no Member shall have any power'or authority to bind or act on behalf of the Company in any way, to pledge its credit or to render its liable for any purpose. 5.5 Performance of Duties; LiabjLlj.'bv of Managers. A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. The Managers shall perform their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company. 5.6 Devotion of Time. The Managers are not obligated to devote all of their time or business efforts to the affairs of the Company. The Managers shall devote whatever time, effort, and skill as they deem appropriate for the operation of the Company. -10- Received: 12/22/99 11:27; 9O96S49583 -> CONCORDIA HOMES OF CALIF LLC; Page 12 DEC.22.1999 10= 17ftM RE, NE&SHERRILL • ""' NO.834 . P. 12' 5.7 Competing Activities > The Managers and their Affiliates may engage or invest in, independently or- with others, any business activity of any type of description, including without limitation those that might be the same as or similar to the Company's business and that might be in direct or indirect competition with the Company. Neither the Company nor any Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom. The Managers shall be obligated to present any investment opportunity or prospective economic advantage to the Company. The Members acknowledge that the Managers and their Affiliates own and/or manage other businesses. The Members hereby waive any and all rights and claims which they may otherwise have against the Manager and their officers, directors, shareholders, partners, members, managers, agents, employees, and Affiliates as a result of any of such activities. 5.8 Transactions between the company and the Managers. Notwithstanding that it may constitute a conflict of interest the Managers may, and may cause their Affiliates to, engage in any transaction with written notice and unanimous written consent of the Members and Managers (including, without limitation, the • purchase, sale lease, or exchange of any property or the rendering of any service, o'r the establishment of any salary, other compensation, or other terms of employment) with the Company so long as (1) such transaction is not expressly prohibited by this Agreement, (2) there is written notice to all Members and Managers and (3) so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the•Company as those that are generally available from Persons capable of similarly performing them and in similar transactions between parties operating at arm's length. 5.9 Payments to Managers. A. Management Fee. The Company may pay the Managers a reasonable management fee or salary monthly fee for services in connection with the management of the Company. B. Expenses. The company shall reimburse the Managers and their Affiliates for the actual cost of goods and materials used for or by the Company. The Company shall also pay or reimburse the Managers or their Affiliates for organizational expenses (including, without limitation, legal and accounting fees and costs) incurred to form the Company and prepare the Articles and this Agreement. 5.10 Acts of Managers as conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, -11- Received: 12/22/99 11:27; 9096849583 -> CONCORDIA HOMES OF CALIF LLC; Page 13 DEC.2E.1999 10:18PM 'REDf ""^E&SHERRILL ' NO.834. P. 13\^jf contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other person, when signed by at least one Manager, is not invalidated as tp the Company by any lack of authority of the signing Manager in the absence of actual knowledge on the part of the other person that the signing Manager had no authority to execute the same. 5,11 Limited Liability. No person who is a Manager of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligations/ or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Manager of officer or both a Manager. ARTICLE VI ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS 6.1 Allocations of Net Profit and Net Loss. A. Net Loss. Net loss shall be allocated to the Members in proportion to their Percentage Interests. B. Net Profit. Net profit shall be allocated to the Members in proportion to their Percentage Interests. 6.2 Special Allocations* A. Minimum Gain Charaeback. Notwithstanding Section 6.1, if there is a net decrease in Company Minimum Gain• during any Fiscal Year, each Member shall be necessary specially allocated items of Company income and gain for such Fiscal -Year (and, if in subsequent fiscal years) in an amount equal to the portion of such Member's share of the such net decrease in Company Minimum Gain that is allocable to the disposition of Company property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 6..2A shall be made in proportion to the amounts required to be allocated to each Member under this Section 6.-2A. The items to be so allocated shall be determined in accordance with Regulations Section 1.704'-2(f). This Section 6.2A is intended to company with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. B. Charqeback of Minimum Gain Attributable to Member Nonrecourse Debt* Notwithstanding Section 6.1 of this -12- Received: 12/22/99 11:27; 9036849563 -> CONCORDIA HOMES OF CALIF LLC; Page DEC.22.1999 10=18ftM REE IE&SHERRILL ' NO.834 P.14- Agreement, if there is a net decrease in Company Minimum Gain attributable to a Member Nonrecourse Debt, during any Fiscal • Year, each member who has a share of the Company Kinimum Gain attributable to such Member Nonrecourse Debt (which share shall be determined in accordance with Regulations Section 1.704- 2(i)(5)) shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal Years) in an amount equal to that portion of such to the Members in proportion Member's share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt that is allocable to the disposition of Company property subject to such Member Nonrecourse Debt (which share of such net decrease shall be determined in accordance with Regulations Section 1.704- 2(i)(5)). Allocations pursuant to this Section 6.2B shall be made in proportion to the amounts required to be allocated to each Member under this Section 6.2B. The items to be so allocated shall be determined in accordance with Regulations Section 1.7042(i)(4). This Section 6.2B is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(i)(4) and shall be interpreted Consistently therewith. C.- Nonrecourse Deductions. Notwithstanding Section 6.1, any nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1)) for any Fiscal Year or other period shall be specially allocated to the Members in proportion to their Percentage Interest. D. Member Nonrecourse Deductions. Notwith- standing Section 6.1, those items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt for any Fiscal Year or other period shall be specially allocated to the Member who bears the economic risk of los.s with respect to the Member Nonrecourse Debt to which such items are attributable in accordance with Regulations Section ,1.7Q4-2(i). E. Qualified income offset. Notwithstanding Section 6-1, if a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6), or any other Regulations Section deficit balance in such Member's. Capital Account in excess of such Member's share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member in an amount^ and manner sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 6.2E shall be taken into account in computing subsequent 'allocations of income and gain pursuant to this Article VI so that the net amount of any item so allocated and the income, -13- Received: 12/22/99 11:28; 9O9S849583 - =- CONCORDIA HOMES OF CALIF L.LC; Page 13 DEC.22.1999 10=19fiM REE "C&SHERRILL , ' 'NO.834 P.15 " gain, and losses allocated to each Member pursuant to this Article VI to the extent 'possible, shall be equal to the net ' amount that would have been allocated to each such Member pursuant to the provisions of this Section.6.2E if such unexpected adjustments, allocations, or distributions had not occurred.. 6.3 Code section 704(c) Allocations. Notwithstanding any other provision in this Article VI, in accordance with Code Section 704(c) and the Regulations promulgated thereunder, incomer gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income pursuant to this tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 6.3 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Member's Capital Account or share of profits, losses, or other items of distributions pursuant to any provision of this Agreement. 6.4 Dia-tribxition of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Managers may elect from time to time to distribute Distributable Cash to the Members, which distributions shall be in the following order of priority: (a) To the Members in proportion to their unreturned Capital contributions until each Member has recovered his or her Capital Contributions;'and (b) To the Members in proportion to their Percentage Interests. 6.5 Re-turn, of Distributions. Except for distributions made in violation of the-Act or this Agreement, no Member or Economic Interest Owner shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the company. The amount of any distribution returned to the Company by a Member or Economic Interest Owner or paid by a Member or Economic Interest Owner for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it. was subtracted when it was distributed to the Member or Economic Interest Owner. -14- Received: 12/22/99 11:28; 9098349583 -> CONCORDIA HOMES OF CALIF LLC; Page 16 DEC.22.1999 10:l9ftM RED E&SHERRILL . NO.834 P.16 ARTICLE VII TRANSFER AND ASSIGNMENT OP INTERESTS 7.1 Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, convey, sell, encumber or. in any way alienate all.or any part of his.or her Membership Interest except with the prior written consent of all of the other Members, which consent may be given or withheld, conditioned or delayed (as allowed by this Agreement or the Act), as the other Members may determine in their reasonable discretion. 7.2 substitution of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Section 7,1 and.7.2 relating to unanimous consent of Members, are met, (ii) such Person executes an instrument satisfactory to the Managers accepting and adopting the terms and provisions of this. Agreement, and (iii) such person pays any reasonable expenses in connection with his or her admission as a new Member. The admission of a substitute Member shall not result in- the release of'the Member who assigned the Membership Interest from any liability that such Member may have to the Company. 7.3 Rights of Legal Representatives. If a Member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Member's person or property, the Member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member's rights for the purpose of settling the Member's estate or administering the Member's property, including any power the Member has under the Articles or this Agreement to give an assignee the right to become a Member. 7.4 No Effect toi Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this Article VII, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets to which the transferor of such Economic Interest would otherwise be entitled. 7.5 intentionally Omitted. -15- Received: 12/22/99 11:29; 9096849583 -> CONCORDIA. HOMES OF CALIF LLC; Page 17 DEC.22.1999 10:19PM REVXNE&SHERRILL ' ", NO.834 P. 17 ARTICLE VIII CONSEQUENCES OF DEATH/ DISSOLUTION, RETIREMENT OR BANKRUPTCY OP MEMBER' 8.1 Dissolution Event. Upon the occurrence of a Dissolution Event, the Company shall dissolve unless the remaining Members ("Remaining Members") holding all of the remaining Membership Interests consent within ninety (90) days of the Dissolution Event to the continuation of the business of the Company and/or the Remaining Members shall purchase, and the Member whose actions or conduct resulted in the Dissolution Event ("Former Member") or such Former "Member's legal representative shall sell, the Former Member's Membership Interest ("Former Member's Interest") as provided in this Article VIII to avoid dissolution of the Company. 8-2 withdrawal. Notwithstanding Section a.i, when a Member transfers the Member's Interest in violation of this Agreement and such transfer does not result in the dissolution of the company, such Member be treated as a Former Member, and will the Company and/or the Remaining Members will be obligated to purchase, and will the Former Member will be obligated to sell, the Former Member's Interest as provided in this Article viil.. 8.3 Purchase Price. The purchase price for the Former Member's Interest shall be the Capital Account balance of the Former Member as adjusted; provided, however, that if the Former Member, such Former Member's legal representative or the Company, deems the Capital Account balance to vary from the fair market value of the Former Member's Interest by more than ten percent (10%), such party shall be entitled to require an appraisal by providing notice of the request for appraisal within thirty (30) days after the determination of the Remaining Members to continue the business of the Company. In such event, the value of the Former Member's legal representative, one selected, by the Company, and one selected by the two appraisers so named. The fair market value of the Former member's Interest shall be the average of the two appraisals closest in amount to each other. In the event the fair market value is determined to vary from the Capital Account balance by less than ten percent (10%) , the party requesting such appraisal shall pay all expense of all the appraisals incurred by the party offering to enter into the transaction at the Capital Account valuation. In all other events, the party requesting the appraisal * shall pay one-half of such expense. Notwithstanding the foregoing, if the Dissolution Event results from a breach of this Agreement by the Former Member/ the purchase price shall be reduced by an amount equal -to the damages suffered by the Company or the remaining Members as a result of such breach. -16- Received: 12/22/99 11:29; 9O9684S583 - :> CONCORDIA HOMES OF CALIF LLC; Page 18 DEC.22.1999 10:20flM REDt% ^Z&SHERRILL ' ' .'NO.834 "P.IB' 8.4 Notice of intent to Purchase. Within thirty (30) .days after the Managers have notified the Remaining Members as to the purchase price of the Former Member's Interest determined in accordance with Section 8.3, each Remaining Member shall notify the Managers in writing of his or her desire to purchase a portion of the Former Member's interest. The failure of any Remaining Member to submit a notice within the applicable period shall constitute an election on the part of the Member not to purchase any of the Former Member's Interest. Each'Remaining Member so electing- to purchase shall be entitled to purchase a portion of the Farmer Member's Interest in the same proportion that the Percentage Interest of the Remaining Member bears to the aggregate of the Percentage Interests of all the Remaining Members electing to purchase the Former Member's Interest. Notwithstanding anything in this Agreement to the contrary, one- half (1/2) of all remaining interest must be purchased or no rights exist. 8.5 Payment of Purchase. The purchase price shall be paid by the Company or the Remaining Members, as the case may be, by either of the following methods, each of which may be selected separately by the Company or the Remaining Members: A. The Company or the Remaining Members shall at the closing pay in cash the total purchase price for the Former Member's Interest; or B. The Company or the Remaining Members shall pay at the closing one-fifth (1/5) of the purchase price in which case the balance of the purchase price shall then be paid in four equal annual principal installments, plus accrued interest, and be payable each year on the anniversary date of the closing. The unpaid principal balance shall accrue interest at the current applicable.federal rate as provided in the Code for the month in which the initial payment is made/ but the Company and the Remaining Members shall have the right to prepay in full or in part at any time without penalty. The obligation to pay the balance due shall be evidenced by a promissory note, and if purchased by a Remaining Member, secured by a pledge of the Membership Interest being purchased and personal guarantees. Cash distributions to Managers and Members shall be subordinate to such Note. 8.6 Closing of Purchase of Former Member's Interest. The closing for the sale of a Former Member's Interest pursuant to this Article VIII shall be held at 10:00 a.m. at-the principal office of Company no later than sixty (60) days after the determination of the purchase price, except that if the closing date falls on a Saturday, Sunday, or legal holiday, then the closing shall be held on the next succeeding business day. At -17- Received: 12/22/99 11:29; 9O9e849S83 -> CONCORDIA HOMES OF CALIF LLC; Page 19 DEC. 22.1999 10=20PM RE1V ^HE&SHERRILL NO. 834 - P. 19 the closing, the Former Member or such Former Member's legal representative shall deliver to the company or the Remaining • Members an instrument of transfer (containing warranties of title and no encumbrances) conveying the Former Member's Interest: The Former Member of such Former Member's legal representative, the Company and the Remaining Member shall do all things and execute an deliver all papers as may be necessary fully to consummate such sale and purchase in accordance with the terms-and provisions of this Agreement. 8.7 Purchase Terms Varied by Agreement. Nothing contained herein is intended to prohibit Members from agreeing upon other terms and conditions for the purchase by the Company or any Member of the Membership Interest of any Member in the Company desiring to retire, withdraw or resign, in whole or in part, as a Member. ARTICLE IX ACCOUNTING/ RECORDS, REPORTING BY MEMBERS 9.1 Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for federal income tax purposes. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company's business. The Company shall maintain at its principal office all of the following: A. A current list of the full name and last know business or residence address of each Member and Economic Interest Owner set forth in alphabetical order, together with the Capital Contributions, Capital Account and Percentage Interest of each Member and Economic Interest Owner; B. A current list of the full name and business or residence address of each Manager; C. A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; D. Copies of the Company's federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years; E. A copy of this Agreement and any and all -18- Received: 12/22/99 11:3O; 9096849583 -> CONCORDIA HOMES OF CALIF LLC; Page 2O DEC.22.1999 10:21ftM REDv, ..E&SHERRILL ' • • '***" NO.834 P.20'• amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; F. Copies of the financial statements of the Company, if any, for the six most recent Fiscal Years; and G. The Company's books and records as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. 9.2 Financial and other Information. The Managers shall provide such financial and other information relating to the Company or any other Person in which the Company owns, directly or indirectly, an equity interest, as. a Member may reasonably request. The Managers shall distribute to the Members, promptly after the preparation or receipt thereof by the Mangers, any financial or other information relating to any Person in which the company owns, directly or indirectly/ an equity interest, including any filings by such Person under the Securities Exchange Act of 1934, as amended, that is received by the Company with respect to any equity interest of the Company in, such Person. 9*3 Filings. The Managers, at Company expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Managers, at Company expense, shall also cause to be prepared and timely . filed, with appropriate federal and state regulatory and administrative bodies, amendments to, or 'restatements of, the Articles and all reports required to be. filed by the Company with those entities under the Act or other than current applicable laws, rules, and regulations. If a Manager required by the Act to execute or .file any document fails, after demand, to do so within a reasonable period of time or refuses to do so, any other Manager or Member may prepare, execute and file that document with the appropriate governmental office in the State of Delaware. 9.4 Bank Accounts. The Managers shall maintain the funds of the company in one or.more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person. 9.5 Accounting Decisions and Reliance on. others. All decisions as to'accounting matters, except as otherwise specifically set forth herein, shall be made by the Managers. The Managers may rely upon the advice of their accountants as to whether such decisions are in accordance with accounting methods -19- Received: 12/22/99 1 1 : 3O ; 9O968-49583 - > CONCORDIA HOMES OP CALIF LLC; Page 21 DEC.22.1999 10:21ftM REDV E&SHERRILL ' " NO.834 P.21 followed for federal income tax purposes. 9.6 Tax Matters for the Company Handled by Managers and- Tax Matters Partner. The Managers shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. The Tax Matters Partner, as defined in Code Section 6231, shall represent the Company (at the Company's expense) in connection with all examinations of the Company's affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company funds for professional services and .costs associated therewith. The Tax Matters Partner shall oversee the Company tax affairs in the overall best interests of the Company. if for any reason the Tax Partner can no longer serve in that capacity or ceases to be a Member or Manager, as the case may be, Members holding a Majority Interest may designate another to be Tax Matters Partner. ARTICLE X DISSOLUTION AND WINDING UP 10.1 Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following: A. Upon the happening of any event of dissolution specified in the Articles; B. Upon the entry of a decree of judicial dissolution pursuant to Delaware law. C. Upon the vote of Members holding a Majority . in Interest or non-defaulting Members holding a majority of the Percentage Interests held by all non-defaulting Members,- D. The occurrence of a Dissolution Event and the failure of the Remaining Members to consent to continue the business of the Company within ninety (90) days after the occurrence of such event or the failure of the Company or the Remaining Members to purchase the Former Member's Interest as provided in Section 8.2; or 10.2 Certificate of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 10.1, the Managers who have not wrongfully dissolved the Company or, if none, the Members, shall execute a Certificate of Dissolution in su,ch form as shall be presented by the Delaware Secretary of state and file the Certificate as required by the - -20- Received: 12/22/99 1 1 :3O; 9098849583 -> CONCORDIA HOMES OF CALIF LLC; Page 22 DEC.32.1999 10:21ftri RE NE&SHERRILL ' NO.834 P.22 ' Act. 10.3 Winding Up. Upon the occurrence of any event specified in Section 10.1, the Company shall'continue solely for' the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Managers who have not wrongfully dissolved the Company or, if none, the Members, shall be responsible for overseeing the winding up and liquidation of Company, shall take full account of the liabilities of Company and assets, shall either cause its assets to be sold or distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 10.5. The Persons winding up the affairs of the Company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company. The Managers or Members winding up the affairs of the Company shall be entitled to reasonable compensation for such services. 10.5 Order of Payment of Liabilities Upon Dissolution. A. After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company's taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. B. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United states government or any agency thereof, and the provision, including the financial response determined in good faith and with reasonable care by the Members or Managers to be adequate at the time of any distribution of the assets pursuant to this Section. (ii) The amount of the debt or liability has -21- Received: 12/22/99 11:31; 9O9S849583 -> CONCORDIA HOMES OF CALIF LLC; Page 23 DEC. 22. 1999 10:22ftM RED^.E&SHERRILL ' '~\ NO. 834 P. 23 been deposited as provided in Section 2008 of the Corporations Code. • , This Section shall not prescribe the exclusive means of making adequate provision for debts and liabilities. 10-6 Compliance with Reorulations. Payments to the Members upon the winding and dissolution of Company shall be strictly in accordance with the positive capital account balance limitation and other requirements of Regulations Section 1.704- Kb) (2)(ii)(d). 10.7. Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each member shall only be entitled to look solely at the assets of Company for the return of his or her positive Capital Account balance and shall have no recourse for his or her Capital Contribution and/or share of Net Profits (upon dissolution or otherwise) against the Managers or any other Member. 10.8 Certificate of Cancellation. The Managers or Members who filed the Certificate of Dissolution shall cause to be filed in the appropriate office in the State of Delaware a certificate of cancellation of the Articles upon the completion of the winding up of the affairs of the Company. ARTICLE XI INDEMNIFICATION AND INSURANCE 11.1 Indemnification of Agents. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action/ suit or proceeding by reason of the fact that he or she is or was a Member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment. -22- Received: 12/22/99 11:31; 9OQB84S583 -> CONCORDIA HOMES OF CALIF LLC; Page 24 DEC.22.1999 10:22ftM REDV E&SHERRILL ' NO.834 P. 24 ARTICLE XII INVESTMENT REPRESENTATIONS Each Member hereby represents and warrants to, and agrees with, the Managers, the other Members, and the Company as follows: ' 12.1 Preexisting Relationship or Experience* (i) He has a preexisting personal or business relationship with 'the -- Company or one or more of its officers, Managers or control persons or (ii) by reason of his business or financial experience of his financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, he is capable of evaluating the risks and merits of an investment in .the Membership Interest and of protecting his own interests in connection with this investment. 12.2 No Advertising. He has not seen, received, been presented with or read a newspaper or magazine article or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Membership Interest. 12.3 Investment Intent. He is acquiring the Membership Interest for investment purposes for his own account only and not with a view to or1 for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial interest in or right to the Membership interest. 12.4 Residency. Intentionally Omitted. 12.5. Economic Risk. He is financially able to bear the economic risk of an investment in the Membership Interest, including the total loss thereof. 12.6. No Registration of Membership Interest. .He acknowledges that the Membership Interest has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under any state blue sky laws in reliance, in part, on his representations, warranties, and agreements herein. 12.7 Membership Interest in Restricted Security. He understands that the Membership Interest is "restricted security" under the Securities Act in that the Membership Interest will be acquired from the Company in a transaction not involving a public offering, and that the Membership Interest may be resold without -23- Received: 12/22/99 11:32; 9096849583 -> CONCORDIA HOMES OF CALIF LLC; Page 25 DEC.22. 1999 10:22PM REl" NE8.SHERRILL NO.834 P.25 1 registration under the Securities Act only in certain limited circumstances and that otherwise the Membership Interest must, be held indefinitely. In this connection, he understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that Rule to be available for resale of. "restricted securities," including the requirement that the securities must be held for at least two years after the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. He understands that the Company has not made such information available to the public and has no present plans to do so. 12.8 No Obligation to Register. He represents, warrants, and agrees that the Company and the Managers are under no obligation to register or qualify the Membership Interest under the Securities Act or under any state securities law, or to assist hiia in comply with any exemption from registration and qualification. 12-9 No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article VII of this Agreement, he or she will not make any disposition of all or any part of the Membership Interest which will result in the violation by him or her or by the Company of the Securities Act, or any applicable securities laws. ARTICLE XIII MISCELLANEOUS 13.1 Complete Agreement, This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members and Managers with respect to the subject matter herein and therein and replace and supersedes all prior written and oral agreements or statements by and among the Members nd Managers or any of them. No representation, statement, condition or warranty not contained in this Agreement or the Articles will be binding on the- Members or Managers or have any force or effect whatsoever. To the extent that any provision of the Articles conflict with any provision of this Agreement, the Articles will control. 13.2 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will, be binding upon and inure to the benefit of the Members, and their respective successors and assigns. -24- Received: 12/22/9Q 11:32; QO96849583 - =- CONCORDIA HOMES OF CALIF LLC; Page 28 DEC.22.1999 10:23ftM REE IE&SHERRILL . NO.834 P.26> 13.3 Parties in Interest.. Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and Managers and their respective successors and assigns nor will anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or- action over or against any party to this Agreement. 13.4 Pronouns; statutory References. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, Corporations Code or other statutes or laws which include all amendments, modifications, or replacements of the specific sections and provisions concerned. 13.5 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement. 13.6. Interpretation. In the event any claim is made by any Member relating to any conflict; omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or his or' her counsel. 13.7 References -bo -this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated. 13.8 Jurisdiction. intentionally omitted.' 13.9 Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set 'forth herein. 13.10 Severabilitv. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the. application of such provision to persons or circumstances other than those to .which it is held invalid shall not be affected thereby. 13.11 Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and -25- Received: 12/22/9Q 11:32; SOS684Q583 -> CONCORDIA HOMES OF CALIF LLC; Page 27 DEC.22.1999 10=23AM RED E&SHERRILL NO.834 P. 27 instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby. 13 .-12 Notices. Any notice to be given or to be served upon the Company or any part, hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the part to receive the notice. Such notices will be given to a Member or Manager at the address specified in Exhibit A hereto. Any party may, at any time by giving five (5) days' prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given. 13.13 Amendments. All amendments to this Agreement will be in writing and signed by all of the Members. 13.14 Multiple Counterparts. This Agreement may be. executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 13.15 Attorney Fees. In the event that any dispute between the Company and the Members or among the Members should result in litigation or arbitration, the prevailing party in each dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses. 13.16 Remedies cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled. IN WITNESS WHEREOF/ all of the Members of LLC, a California limited liability company, have executed this Agreement, effective as of the date written above. MEMBER: 7 _ K A , ^O. RANDOLPH HALL, JR. [SIGNATURE CONTINUE ON NEXT PAGE] -26- Received: 12/22/99 11:33; DEC.22.1999 10=23AM 9O96849583 -> CONCORDIA HOMES OF CALIF LLC; Page 28 ... NO.834 P.2& MICHAEL DGAR DON UNDERWOOD MANAGERr DON . UNDERWOOD -27- AMENDED AND RESTATED OPERATING AGREEMENT OF LB/L-CONCORDIA CARLSBAD-25 LLC THE UNDERSIGNED is executing this Amended and Restated Operating Agreement ("Agreement") for the purpose of forming a limited liability company (the "Company") pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. Ann., tit. 6, §§ 18- 101 et seq. (the "Delaware Act"), and in furtherance thereof, does hereby agree as follows: 1. Name; Formation. The name of the Company shall be LB/L-CONCORDIA CARLSBAD-25 LLC, or such other name as the Members may from time to time hereafter designate. The Company shall be formed upon the execution and filing by any Member (each of which is hereby authorized to take such action) of a certificate of formation of the Company with the Secretary of State of the State of Delaware setting forth the information required by Section 18-201 of the Delaware Act. 2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below: "Capital Contribution" means, with respect to any Member, the amount of capital contributed by such Member to the Company in accordance with Section 8 hereof. "Current Budget and Plan" shall mean the Current Budget and Plan (as defined in the Operating Agreement) for the Property. "Event of Withdrawal of a Member" means the resignation, expulsion, bankruptcy, or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company. { , /'Initial Member" means LB/L-Concordia Master LLC, a Delaware limited liability company. "Interest" means the ownership interest of a Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member's Percentage Interest in profits, losses, allocations, and distributions, (ii) such Member's right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act, and (iii) such Member's other rights and privileges as herein provided. "LB/L Manager" means LB/Lakeside Capital Partners LLC, a Delaware limited liability company, which is the LB/L Manager of Initial Member pursuant to the Operating Agreement. "Majority in Interest of the Members" means Members whose Percentage Interests aggregate to greater than 50 percent of the Percentage Interests of all Members. "Members" means the Initial Member and all other persons or entities admitted as additional or substituted Members pursuant to this Agreement, so long as they remain Members. Reference to a "Member" means any one of the Members. "Operating Agreement" means the Operating Agreement of the Initial Member, dated as of April 15, 1999, between Operating Member and LB/L Manager. "Operating Member" means Concordia Communities, LLC, a Delaware limited liability company, which is the Operating Member of Initial Member pursuant to the Operating Agreement. "Percentage Interest" means a Member's share of the profits and losses of the Company and the Member's percentage right to receive distributions of the Company's assets. The Percentage Interest of each Member shall initially be the percentage set forth opposite such Member's name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of all Members shall at all times equal 100 percent. "Manager" means the Operating Member or other person appointed by the Members to manage the Property in accordance with the Operating Agreement. "Property" shall mean that certain real property in the City of Carlsbad, California, more particularly described in Exhibit "A" attached hereto Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words "hereof," "herein," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof. Capitalized terms not defined herein shall have the meanings ascribed to them in the Operating Agreement. 3. Purpose. The purpose of the Company shall be to acquire, own, develop, construct, finance and sell the Property, and in connection therewith, engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, consistent with the purposes described in the operating agreement of the Initial Member, and other documents governing Initial Member, as they may be amended from time to time. 4. Offices. (a) The principal office of the Company, and such additional offices as the Members may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Members may designate from time to time. (b) The registered office and registered agent for service of process of the Company in the State of Delaware is located at c/o Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805. 5. Members and Manager. The name and business or residence address of each Member and of the Manager of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time. 6. Term. The Company shall continue until dissolved and terminated in accordance with Section 14 of this Agreement. 7. Management of the Company. (a) The Members shall have the exclusive right to manage and control the business of the Company, and shall have all powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company. Subject to the foregoing and to the other limitations set forth herein, the Members have appointed a Manager to carry out the day-to-day activities of the Company with respect to the Property in accordance with the Current Project Budget and Plan, as the same may be amended and updated from time to time as provided in the Operating Agreement. (b) The Company shall have one Manager. The initial Manager shall be the Operating Member. The Manager shall manage and administer the day-to-day business and affairs of the Property in accordance with the Current Project Budget and Plan for the Property and with the Management Provisions of the Operating Agreement. (c) Any Person may rely on a certificate addressed to that Person and signed by the Members as to any information relating to the Company or any Member in the capacity as a Member of the Company. The Members may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Members may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Members may from time to time deem appropriate. (d) Except as to actions herein specified to be taken by all the Members or by the Members acting unanimously, the duties and powers of the Members may be exercised by a Majority in Interest of the Members (or by any Member acting pursuant to authority delegated by a Majority in Interest of the Members). (e) Any Member, authorized by all Members, may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of correction of, or certificates of amendment to, the Company's certificate of formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, a certificate of cancellation canceling the Company's certificate of formation. The Members may amend or modify this Agreement without the consent or concurrence of the Manager. (f) Notwithstanding anything to the contrary herein, the Initial Member is hereby authorized and empowered to take all necessary actions and to execute all documents, agreements and instruments on behalf of and in the name of the Company to (i) acquire the Property; (ii) entitle and/or develop the Property; and (iii) obtain financing with respect to the acquisition and development of the Property, including financing for the construction of homes on the Property. 8. Capital Contributions; Capital Accounts; Administrative Matters. (a) The Initial Member has contributed to the Company in cash the amount set forth on Schedule I hereto. Except as otherwise agreed by all Members, the Initial Member shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property, or services to the Company as shall be determined by the Members, acting unanimously, at the time of each such admission. (b) A single, separate capital account shall be maintained for each Member. Each Member's capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by that Member to the Company; the amount of any Company liabilities assumed by such Member (other than in connection with a distribution of Company property), and such Member's distributive share of Company profits (including tax exempt income). Each Member's capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member's distributive share of Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes). (c) Notwithstanding any provision of this Agreement to the contrary, each Member's capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the regulations thereunder (the "Regulations"), including, without limitation, (i) the adjustments permitted or required by Internal Revenue Code Section 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (ii) adjustments required to maintain capital accounts in accordance with the "substantial economic effect test" set forth in the Regulations under Internal Revenue Code Section 704(b). (d) Any Member, including any substitute Member, who shall receive an Interest (or whose Interest shall be increased) by means of a transfer to him of all or a part of the Interest of another Member, shall have a capital account that reflects the capital account associated with the transferred Interest (or the applicable percentage thereof in case of a transfer of a part of an Interest). (e) The Company hereby designates the Initial Member as "Tax Matters Partner" for purposes of Internal Revenue Code Section 6231 and the Regulations promulgated thereunder. The Tax Matters Partner shall promptly advise each Member of any audit proceedings proposed to be conducted with respect to the Company. (0 It is the intention of the Members that the Company shall be taxed as a "partnership" for federal, state, local, and foreign income tax purposes. The Members agree to take all reasonable actions, including the amendment of this Agreement and the execution of other documents, as may reasonably be required in order for the Company to qualify for and receive "partnership" treatment for federal, state, local, and foreign income tax purposes. (g) The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations. (h) All items of Company income, gain, loss, deduction, credit, or the like shall be allocated among the Members in accordance with their respective Percentage Interests as set forth in Schedule I. 9. Assignments of Company Interest. (a) No Member may sell, assign, pledge, or otherwise transfer or encumber (collectively "transfer") all or any part of its interest in the Company, and no transferee of all or any part of the interest of a Member shall be admitted as a substituted Member, without, in either event, having obtained the prior written consent of all other Members. (b) The Members shall amend Schedule I hereto from time to time to reflect transfers made in accordance with, and as permitted under, this Section 9. Any purported transfer in violation of this Section 9 shall be null and void and shall not be recognized by the Company. 10. Withdrawal. No Member shall have the right to withdraw from the Company except with the consent of all of the other Members and upon such terms and conditions as may be specifically agreed upon between such other Members and the withdrawing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18- 604 of the Delaware Act or otherwise. The Manager may resign as Manager at any time, but such resignation shall not relieve Operating Member of its obligations under the Operating Agreement. 11. [Reserved] 12. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members acting unanimously may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with their respective Percentage Interests. The Manager shall have no right to distributions or to any other compensation hereunder, except such compensation as the Operating Member may be entitled to pursuant to the Operating Agreement. 13. Return of Capital. No Member shall have any liability for the return of any Member's Capital Contribution, which Capital Contribution shall be payable solely from the assets of the Company at the absolute discretion of the Members, subject to the requirements of the Delaware Act. 14. Dissolution. Subject to the provisions of Section 15 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following: (a) [Intentionally Blank]; (b) December 31,2008; (c) The determination of all of the Members to dissolve the Company; or (d) The occurrence of an Event of Withdrawal of a Member or any other event causing a dissolution of the Company under Section 18-801 of the Delaware Act. 15. Continuation of the Company. Notwithstanding the provisions of Section 14(d) hereof, the occurrence of an Event of Withdrawal of a Member shall not dissolve the Company if within ninety (90) days after the occurrence of such event of withdrawal, the business of the Company is continued by the agreement of all remaining Members. 16. Limitation on Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and no Member or Manager of the Company shall be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member or Manager. 17. Standard of Care; Indemnification of Members, Officers, Employees, and Agents. (a) No Member or officer shall have any personal liability whatsoever to the Company or any other Member on account of such Member's or officer's status as a Member or officer or by reason of such Member's or officer's acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Member or officer against any liability to the Company or the Members to which such Member or officer would otherwise be subject by reason of (i) any act or omission of such Member or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Member or officer derived improper personal benefit. (b) The Company shall indemnify and hold harmless each Member and officer and the affiliates of any Member or officer (each an "Indemnified Person") against any and all losses, claims, damages, expenses, and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding, or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation, or termination of the Company, or the Indemnified Person's acting as a Member or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence, or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal -benefit. The indemnities provided hereunder shall survive termination of the Company and this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Members. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder. (c) The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Members, or otherwise. (d) The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall be subject to the indemnification and related terms and conditions of the Operating Agreement, and in the case of a conflict between the indemnification provisions of this Agreement and the indemnification provisions of the Operating Agreement, the provisions of the Operating Agreement shall control. Nothing herein shall affect the Operating Member's obligations to, or indemnifications of, the Company, the Initial Member or the LBL Manager set forth in the Operating Agreement or in ancillary documents executed by the Operating Member. (e) The Company may maintain insurance, at its expense, to protect itself and any Member, officer, employee, or agent of the Company, or another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the Delaware Act. (f) The Company may, to the extent authorized from time to time by the Members, grant rights to indemnification and to advancement of expenses to any officer, employee or agent of the Company to the fullest extent of the provisions of this Section 17 with respect to the indemnification and advancement of expenses of Members of the Company. 18. Amendments. This Agreement may be amended only upon the written consent of all Members. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 20. Construction with Operating Agreement. The relationship of Initial Member and Operating Member shall be consistent with the terms and conditions of the Operating Agreement governing the relationship between the LBL Manager and the Operating Member, and in the case of ambiguity herein or a conflict between the provisions of this Agreement and the provisions of the Operating Agreement, the provisions of the Operating Agreement shall control. Nothing herein shall affect the Operating Member's obligations to, or indemnifications of, the Company, the Initial Member or the LBL Manager set forth in the Operating Agreement or in ancillary documents executed by the Operating Member. IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Agreement as of September tl, 1999. MEMBER:. LB/L-CONCORDIA MASTER LLC By: . Melvin T. Andrews Its: Authorized Signatory 310403 vOl SF(6N$BOH.DOC) 09/29/9912:20 PM EXHIBIT A Legal Description SCHEDULE I Capital Percentage Name & Address Contribution Interest Initial Member: $ 100% LB/L-Concordia Master LLC 1201 Elm Street, Suite 5400 Dallas, TX 75270 TOTAL $ 100% Manager: Concordia Communities, LLC 7130 Avenita Encinitas, Suite 200 Carlsbad, California 92009-4657 310403 vOl SF (6N$B01!.DOC) (#310403 vl - w97-Carlsbad-25 Operating Agreement) 09/29/99 12:20PM RECEIVED ASSIGNMENT AND ASSUMPTION AU3 30 Vii j OF PURCHASE AND SALE AGREEMENT "~'"v THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is executed as of April 15, 1999 ("Effective Date"), by and between CONCORDIA HOMES OF CALIFORNIA, LLC, a California limited liability company ("Assignor"), and LB/L-CONCORDIA CARLSBAD-25 LLC, a Delaware limited liability company ("Assignee"), with reference to the following: RECITALS: A. The Operating Agreement of LB/L-Concordia Master LLC (of which Assignee is a wholly-owned subsidiary) of approximately even date herewith governs the acquisition of certain assets by the Assignee and the provision of services with respect thereto by the Operating Member (as defined in the Operating Agreement) and its affiliates. Assignor is an affiliate of the Operating Member. B. Assignor, as "Buyer," and Pacific View Communities, LLC, and Pacific View Ltd., collectively, as "Seller", entered into that certain Agreement and Joint Escrow Instructions for the Purchase and Sale of Pacific View Estates, Tract 96-03, Carlsbad, California, dated as of February 11, 1999 (the "Purchase Agreement"), for the purchase by Assignor from Seller of certain lots of Tract 96-03 in the City of Carlsbad, California, more particularly described in the Purchase Agreement (the "Property"). Unless otherwise defined herein, all capitalized terms shall have the same meanings as set forth in the Purchase Agreement. C. Assignor desires to transfer all of its right, title and interest in and to the Purchase Agreement to Assignee, and Assignee desires to accept such assignment and to assume and be bound by all of the terms and conditions of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment and Assumption. As of the Effective Date, Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of Assignor in and to the Purchase Agreement, and, with respect to the Property: (a) any terms sheets, files and correspondence relating to the transaction contemplated by Purchase. Agreement; (b) any and all building plans and specifications, development applications, permits, rights and approvals, deposits or fees paid in connection with such matters; (c) certificates, licenses, warranties and guarantees, trade names, service marks, engineering, environmental, soils and other reports, research, studies and projections relating to the Property; (d) advertising materials relating to the transaction contemplated by Purchase Agreement; (e) maintenance, service and other operating contracts, equipment leases and other arrangements or agreements affecting the Property; (f) all other tangible and intangible property, miscellaneous rights, benefits or privileges of any kind or character with respect to the transaction contemplated by Purchase Agreement; and (g) all representations and warranties made to Assignor in connection with the foregoing (collectively, the "Transferred Assets"). 2. Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) Attached hereto as Exhibit A is a true, correct and complete copy of the Purchase Agreement, which Purchase Agreement has not, other than as set forth on Exhibit A, been amended or modified by Assignor in any respect, and which Purchase Agreement constitutes the entire understanding of the parties with respect to its subject matter; (b) Assignor is not an affiliate of Seller and has not, other than as contemplated by the Purchase Agreement, received any payment or other consideration from Seller or its affiliates in connection with the transactions contemplated by the Purchase Agreement; (c) To the knowledge of Assignor and except as otherwise disclosed to Assignee, (i) Seller has in all material respects complied with its obligations under the Purchase Agreement required of it to be performed as of the date hereof and (ii) no material default by Seller exists thereunder; (d) To the knowledge of Assignor, Assignor has disclosed to Assignee (1) all material items and matters which were disclosed or made known to Assignor by Seller under the terms of the Purchase Agreement, and (2) all other material items and matters which were actually discovered by Assignor or which were made known to Assignor through its investigations of the Property, all of which material items and matters Assignor deemed in its good faith judgment would be material to an owner's decision to acquire the Property based upon the facts and circumstances as of the date hereof. Except as specifically set forth in this Assignment, Assignor makes no warranty or representation as to the Purchase Agreement or the Property, including, without limitation, any warranty or representation as to the completeness or accuracy of (i) the warranties and representations of Seller under the Purchase Agreement, (ii) any information provided to Assignor by Seller, or (iii) any information, conclusions, certifications or reports of any of the consultants retained by Assignor or Assignee with respect to the Property; (e) Assignor has not heretofore transferred, assigned, pledged or encumbered the Transferred Assets, except as disclosed to Assignee; 3. Assumption of Purchase Agreement. By its execution of this Assignment, Assignee agrees to assume and perform all obligations of Assignor under the Purchase Agreement from and after the date or this Assignment. 4. Assignor's Knowledge. For purposes of this Assignment, any reference to the knowledge of Assignor shall be limited to the actual knowledge of O. Randolph Hall, Jr. and Don Underwood (as opposed to any constructive or imputed knowledge). Assignor represents, however, that such individuals have had the principal day-to-day responsibility for the transaction contemplated by the Purchase Agreement. 5. Assignor's Indemnification. Assignor, on demand, shall indemnify and hold Assignee harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys fees in a reasonable amount, arising out of any breach of the Purchase Agreement by Assignor or its agents occurring on or before the date hereof or arising from any breach of this Assignment by Assignor. The foregoing indemnification shall include loss, cost, damage, claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property. 6. Assignee's Indemnification. Assignee, on demand, shall indemnify and hold Assignor harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys fees in a reasonable amount, arising out of any breach of the Purchase Agreement by Assignee or its agents occurring on or after the date hereof, arising from any breach of this Assignment by Assignee or otherwise arising out of the Purchase Agreement (other to the extent such matters relate to Assignor's prior breach of the Purchase Agreement). The foregoing indemnification shall include loss, cost, damage, claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property. 7. Governing Law. This Assignment shall be construed under and forced in accordance with the laws of the State of California. 8. Further Assurances. Assignor and Assignee each agree to execute and deliver to the other party, upon demand, such further documents, instruments and Rsceivaa: A/15/99 11:43; QiaSSSe274. -> CONCOROIA HOMES O- CALIF LLC; Page 5 OLYMPIC REfiLTY ROV . ID : 8X ,5586274 RPR 15'""9 11:29 No.006 P.05 V. ,* conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment. 9. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the patties hereto. 10, Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. .IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR" CONCORDIA HOMES OF CALIFORNIA, LLC, a California limited liability company By: Name: Title: " "ASSIGNEE" LH/L-CONCORDIA CARLSBAD-25 LLC, a Delaware limited liability company By: LB/L-Concordia Master LLC, its sole member By: faelvin T. Andrews Its: President and Authorized Signatory 255492.02 .Sl; (5HS002i.DOC) 04/14/99 5:26 PMOW8-001J) sent By: CONCOROIA HOMES OF CALIF LL1"*""" 760 804 1577; V.X 04/15/99 *""M 1 ; Jfil£suL_#290;Page conveyances, and shall take such further actions, as arc necessary or desirable to effectuate this Assignment 9. Successors and Assigns. This Assignment shall inure to the benefit o£ and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto. 10. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed mis Assignment as of the dare first set forth above. "ASSIGNOR"CONCORDIA HOMES OF CALIFORNIA, LLC, a California limited liability company B v: rX V • Name: Titled M*nam' ncr "ASSIGNEE"LB/L-CONCORDIA CARLSBAD-25 LLC, a Delaware Kroitcd liability company By: LB/L'Concordia Master LLC, its sole member 25349T02 .SF (5H3002--DOC) 04/J4/99 3:36 PM (t7938-0015) By: Its: Melvin T. Andrews President and Authorized Signatory £0 S3WOH VICJ«OONOO ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this "Assignment") is executed as of April 15, 1999 ("Effective Date"), by and between CONCORDIA HOMES OF CALIFORNIA, LLC, a California limited liability company ("Assignor"), and LB/L-CONCORDIA CARLSBAD-25 LLC, a Delaware limited liability company ("Assignee"), with reference to the following: RECITALS: A. The Operating Agreement of LB/L-Concordia Master LLC (of which Assignee is a wholly-owned subsidiary) of approximately even date herewith governs the acquisition of certain assets by the Assignee and the provision of services with respect thereto by the Operating Member (as defined in the Operating Agreement) and its affiliates. Assignor is an affiliate of the Operating Member. B. Assignor, as "Buyer," and Pacific View Communities, LLC, and Pacific View Ltd., collectively, as "Seller", entered into that certain Agreement and Joint Escrow Instructions for the Purchase and Sale of Pacific View Estates, Tract 96-03, Carlsbad, California, dated as of February 11, 1999 (the "Purchase Agreement"), for the purchase by Assignor from Seller of certain lots of Tract 96-03 in the City of Carlsbad, California, more particularly described in the Purchase Agreement (the "Property"). Unless otherwise defined herein, all capitalized terms shall have the same meanings as set forth in the Purchase Agreement. C. Assignor desires to transfer all of its right, title and interest in and to the Purchase Agreement to Assignee, and Assignee desires to accept such assignment and to assume and be bound by all of the terms and conditions of the Purchase Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment and Assumption. As of the Effective Date, Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of Assignor in and to the Purchase Agreement, and, with respect to the Property: (a) any terms sheets, files and correspondence relating to the transaction contemplated by Purchase Agreement; (b) any and all building plans and specifications, development applications, permits, rights and approvals, deposits or fees paid in connection with such matters; (c) certificates, licenses, warranties and guarantees, trade names, service marks, engineering, environmental, soils and other reports, research, studies and projections relating to the Property; (d) advertising materials relating to the transaction contemplated by Purchase Agreement; (e) maintenance, service and other operating contracts, equipment leases and other arrangements or agreements affecting the Property; (f) all other tangible and intangible property, miscellaneous rights, benefits or privileges of any kind or character with respect to the transaction contemplated by Purchase Agreement; and (g) all representations and warranties made to Assignor in connection with the foregoing (collectively, the "Transferred Assets"). 2. Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee as follows: (a) Attached hereto as Exhibit A is a true, correct and complete copy of the Purchase Agreement, which Purchase Agreement has not, other than as set forth on Exhibit A, been amended or modified by Assignor in any respect, and which Purchase Agreement constitutes the entire understanding of the parties with respect to its subject matter; (b) Assignor is not an affiliate of Seller and has not, other than as contemplated by the Purchase Agreement, received any payment or other consideration from Seller or its affiliates in connection with the transactions contemplated by the Purchase Agreement; (c) To the knowledge of Assignor and except as otherwise disclosed to Assignee, (i) Seller has in all material respects complied with its obligations under the Purchase Agreement required of it to be performed as of the date hereof and (ii) no material default by Seller exists thereunder; (d) To the knowledge of Assignor, Assignor has disclosed to Assignee (1) all material items and matters which were disclosed or made known to Assignor by Seller under the terms of the Purchase Agreement, and (2) all other material items and matters which were actually discovered by Assignor or which were made known to Assignor through its investigations of the Property, all of which material items and matters Assignor deemed in its good faith judgment would be material to an owner's decision to acquire the Property based upon the facts and circumstances as of the date hereof. Except as specifically set forth in this Assignment, Assignor makes no warranty or representation as to the Purchase Agreement or the Property, including, without limitation, any warranty or representation as to the completeness or accuracy of (i) the warranties and representations of Seller under the Purchase Agreement, (ii) any information provided to Assignor by Seller, or (iii) any information, conclusions, certifications or reports of any of the consultants retained by Assignor or Assignee with respect to the Property; (e) Assignor has not heretofore transferred, assigned, pledged or encumbered the Transferred Assets, except as disclosed to Assignee; 3. Assumption of Purchase Agreement. By its execution of this Assignment, Assignee agrees to assume and perform all obligations of Assignor under the Purchase Agreement from and after the date or this Assignment. 4. Assignor's Knowledge. For purposes of this Assignment, any reference to the knowledge of Assignor shall be limited to the actual knowledge of O. Randolph Hall, Jr. and Don Underwood (as opposed to any constructive or imputed knowledge). Assignor represents, however, that such individuals have had the principal day-to-day responsibility for the transaction contemplated by the Purchase Agreement. 5. Assignor's Indemnification. Assignor, on demand, shall indemnify and hold Assignee harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys fees in a reasonable amount, arising out of any breach of the Purchase Agreement by Assignor or its agents occurring on or before the date hereof or arising from any breach of this Assignment by Assignor. The foregoing indemnification shall include loss, cost, damage, claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property. 6. Assignee's Indemnification. Assignee, on demand, shall indemnify and hold Assignor harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys fees in a reasonable amount, arising out of any breach of the Purchase Agreement by Assignee or its agents occurring on or after the date hereof, arising from any breach of this Assignment by Assignee or otherwise arising out of the Purchase Agreement (other to the extent such matters relate to Assignor's prior breach of the Purchase Agreement). The foregoing indemnification shall include loss, cost, damage, claim, liability or expense from any injury or damage of any kind whatsoever (including death) to persons or property. 7. Governing Law. This Assignment shall be construed under and forced in accordance with the laws of the State of California. 8. Further Assurances. Assignor and Assignee each agree to execute and deliver to the other party, upon demand, such further documents, instruments and enr by: CONCOROIA HOMES OF CALIF 760 804 1577;3/-e conveyances, and shall take such further actions, as arc necessary or desirable to effectuate this Assignment 9. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto. 10. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the dale first set forth above. "ASSIGNOR"CONCORDIA HOMES OF CALIFORNIA, LLC, a California limited liability company Bv: N arne : Q Title' . Jr. Mtambc-r "ASSIGNEE"LB/L-CONCORDIA CARLSBAD-25 LLC, a Delaware trailed liability company By: LB/L-Concordia Master LLC, its sole member By: Melvin T. Andrews Its: President and Authorized Signatory 255491.02 .SF (5K5002LDOC) 04/14/99 3:16 PV (1793*4015) E0 TWH Z999-f OS-BBS tt>:il 666I/SI/f0 Reeexvea: *• / 1 S / 99 11 :*3; •** "'"' ei8558627a -> CONCOROIA HOMES o- CALIF LLC; Page s YMPIC REfiLTY flDV. 10:8^5586274 flpR 15^9 11:29 No.006 P.Q conveyances, and shall take such further actions, as are necessary or desirable to effectuate this Assignment. 9. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors, executors, administrators, legal representatives and assigns of the parties hereto. 10, Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, hut all of which, together, shall constitute one and the same instrument. JN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR" CONCORDIA HOMBS OF CALIFORNIA, LLC, a California limited liability company By: Name: Title: " "ASSIGNEE" LU/I..-CONCORDIA CARLSBAD-25 LLC, a Delaware limited liability company By: LB/L-Concordia Master LLC, its sole member By: faelvin T. Andrews Its: President and Authorized Signatory 253492.02 .SI' (5»SOn2!.r>OC) 04/14/90 5:20 W (17938-0015) PURCHASE and SALE AGREEMENT " FEB. 11, 1999 A. ASSIGNMENT. Seller agrees that Buyer may assign its rights and obligations under this Agreement to a Partnership or Limited Liability company ("LLC") to be formed by Buyer during escrow. Upon any such assignment, Buyer shall, (except for Buyer's liabilities under liquidated damage as set forth herein and which shall remain enforce), be released from all of its obligations under this Agreement and/or any subsequent Agreements. B. DUE DILIGENCE. .BUYER'S due diligence period shall be through 1:00 PM... March 11, 1999. Buyer at its option, may elect to terminate the escrow and this Agreement at any time and for any reason during Buyer's Due Diligence Period. All deposits monies shall remain refundable to Buyer until the expiration of said due diligence period after which time and without further documentation, all earnest money deposits (i.e. $100,000) shall be immediately released to SELLER on March 11. 1999. as non-refundable and a credit towards the purchase price if the transaction is consummated. C. ACCEPTANCE OF AGREEMENT. Unless signed, returned and received by all parties, this Agreement shall become invalid and automatically terminated at 1:00 PM., on the third day after the date as first above given. This document shall be null and void until both parties have signed and the Seller has acknowledged receipt of Buyers acceptance hereon. D. LIQUIDATED DAMAGE. IF THE CLOSE OF ESCROW DOES NOT OCCUR DUE TO BUYER'S DEFAULT, SELLER WILL BE DAMAGE. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. FURTHERMORE, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE AND BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE SUM REPRESENTED BY BUYER'S DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND SELLER'S SOLE AND EXCLUSIVE REMEDY IF THE CLOSE ESCROW DOES NOT OCCUR DUE TO BUYER'S DEFAULT. SELLER WAIVES ALL OTHER REMEDIES, INCLUDING THE RIGHT TO SPECIFIC PERFORMANCE. BY INITIALING THIS PROVISIONS IN THE SPACES BELOW, SELLER AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN THIS SECTION. SELLER'S INITIALS 2. ESCROW AND ENTRY. Escrow shall be opened with Lawers Title within fifteen (15) days of the parties acceptance hereof. The close of escrow for the purchase and sale of the Property (the "Close of Escrow") shall occur on April. 1,1999. Prior to the Close of Escrow, Seller shall execute and deliver to the Escrow Agent, grant deeds in Escrow Agent's standard form conveying fee title of the Property to Buyer, with appropriate tax withholding exemption documents and other documents that may be required by the Title Company. Escrow Agent will take actions necessary to cause the Close of Escrow to occur, including recording the grant deeds in the Official Records of San Diego County. During the escrow, Buyer shall be given free entry to the property but shall first provide Seller with proper hold harmless affidavits pre-approved by Seller. Ofr_PVE.doc • 2 PURCHASE and SALE AGREEMENT FEB. 11, 1999 3. PRORATIONS, TAXES AND COSTS. Escrow Agent shall prorate real property taxes, interest, assessments and other items as of the close of escrow Buyer acknowledges that the County Tax Assessor will reassess the Property and most likely issue new or supplemental tax bills. Buyer agrees, any obligations or taxes billed after close of escrow shall be Buyer's responsibility. Buyer and Seller shall each pay one-half of Escrow Agent's fees and one half of the documentary transfer tax. All other costs shall be shared in the customary manner for San Diego County. Seller shall pay the cost of a standard form CLTA title insurance policy in favor of Buyer at Close of Escrow. •%^^-J$lgp&$f^^ Prior to April 1,1999, Buyer agrees to replace the existing bonds and, provide any new bonds necessary to effect the recording of Units 2 ; 3. Vapg&^^ depbsits1 plnl'paTd^by Settert Reimbur«WT«<^.s|W«6caW IJiegxaGWS&Sle^ri^a^pdiife/ (total to PVC = $42,818). Reimbursement specifically payable to Pacific View Ltd. total $20,065 for refundable San Diego Gas & Electric deposits. 5. TITLE INSURANCE. The parties acknowledges that all development and ORE work, start to finish, has been previously provided by Lawyers Title who is intimately familiar with the project As a condition to Buyer's purchase of the Property, Lawyers Title Insurance Company (Title Company") shall be unconditionally committed as of the Close of Escrow to issue a standard form CLTA owner's policy of title insurance to Buyer with endorsements that may be reasonably requested by Buyer insuring fee tide to the Property vested in Buyer subject only to exceptions that have been approved by Buyer during Buyer's Due Diligence period with coverage limits in the amount of the Purchase Price. Seller shall pay the cost of such standard form CLTA title policy. 6. BROKERAGE FEES. Except for Mr. Michael R. Cooper of GW Realty ("Broker"), Seller and Buyer each represent and warrant, one to the other that it has not dealt with any party, whether or not licensed, who may be entitled to any commission, finder's fee or similar compensation in connection with the sale of the Property between the parties herein. Each party agrees to indemnify, defend and hold the other harmless from any and all claims, liabilities, costs and expenses (including attorney's fees and costs) relating to any claims for any such commission, finder's fee or other compensation made by any party other than Broker claiming by or through the indemnifying party. Buyer agrees to pay any Brokerage fee due said Broker. 7. REPRESENTATIONS AND WARRANTIES. Seller does hereby warrant that NO hazardous or toxic material, or environmentally perilous substance presently exist on the property. Buyer acknowledges that no representations, statements or warranties have at any time been made by Seller or its agents, as to the physical conditions or state of the Property or related to the operation or prospects of the Property in any respect other than expressed in this Agreement 8. DELIVERY OF DOCUMENTS. Buyer hereby acknowledges that Seller has delivered to Buyer herewith all reports, maps, related documents, current Preliminary Title Reports-with conditions and easement plotted and all other information requested by Buyer in Seller's possession or reasonable control relating to the Property for Buyer's due diligence. Ofr PVE.doc 3 PURCHASE and SALE AGREEMENT FEB. 11, 1999 9. TAX DEFERRED EXCHANGE. Buyer agrees to cooperate with Seller should Seller elect to effect tax deferred exchanges pursuant to Section 1031 of the Internal Revenue Code, provided however that Buyer will not be required to incur any additional escrow costs or liability in connection with any such exchanges. In addition, Seller's election to effect any such exchanges shall not delay the Close of Escrow. Seller is relying upon its own tax advice in connection with this transaction and Buyer shall have no liability whatsoever in connection with the tax implications of this transaction. 10. BUYER PLAN MODIFICATION. Buyer acknowledges Seller projections if any are estimates only. The property is sold as is and not subject to any city approval for any Buyer design changes or plan modifications requiring "Substantial Conformance" determinations. Buyer shall have the right to pursue and obtain any such changes or modifications during the term of Escrow, however, all costs or liabilities thereof shall be paid in advance by Buyer. 11. HOMEOWNERS ASSOCIATION. Buyer acknowledges that as best possible, the HOA documents were drafted favoring individual home Buyer rights. The Association was purposely designed to be little more than a steward to oversee common area landscape maintenance. These documents have already been approved by the City of Carlsbad, the Title Company, the Department of Real Estate, and were in fact recorded on July 31,1998. Other than name change requirements, Buyer agrees not to modify the HOA documents unless Buyer and Seller mutually agree, of which approval by Seller shall not be unreasonably withheld. 12. VIEW COMMITMENTS and WATER DISTRICT. To accommodate prior view commitments, Buyer acknowledges that Lots 30 and 31 were designed not to exceed a structural height of 27'4" above designed pad elevations, (27'4" is the standard height of Plan 1 and 2). In accordance with the approved Landscape plans, any new Builder planted trees shall not exceed a maximum future mature growth height of an anticipated +30' for Lots 8-10, 27-31 and the Elm Reservoir. The existing Reservoir eucalyptus trees shall be trimmed or pruned to 6'- 8' higher than the existing Reservoir height. Costs for said tree trimming has been included in the grading contract bids. Additionally the Seller committed to removing roughly ±70% of the Carlsbad Municipal Water District's Elm Reservoir's dilapidated chain link fence, and to replace the same with new black vinyl coated chain link fencing. The CMWD is also allowing the project to install new trees and fresh flora. The Seller agreed that said new Reservoir fencing would be placed inside all existing trees (i.e. closest to the Reservoir), in order that future maintenance be maintained by the projects HOA. The Buyer agrees to keep the Reservoir enclosed with fencing until Buyer installs said new fencing. The HOA agreed to maintain outside the fence while the CM Water District will continue to maintain within the fence boundaries. These costs have been included within the budgets and HOA dues. Buyer agrees to comply with the above commitments from and after Close of Escrow. 13. TRAFFIC SIGNALIZATION. Buyer acknowledges that numbers 57 & 58 of the conditions of approval stipulates that the Buyer shall bond for five (5) years, two '(2) traffic signals. If during said term the City deems signals are necessary, the Builder shall then pay one-fourth (l/4th) of the Olr PVE.doc PURCHASE and SALE AGREEMENT FEB. 11, 1999 costs and install the same. The two (2) intersections are located at: 1) Wintergreen Drive and Hosp Way, and, 2) Donna Drive at Carlsbad Village Drive. To date, all conditions have been met and bonds have already been posted. It is UNLIKELY that any signalization will be required at Wintergreen Drive and Hosp Way. However, it IS NEARLY CERTAIN that a future signalization will be required at the Donna Drive and Carlsbad Village Drive intersection. The Builders out of pocket costs is estimated at $28,750, (see below). Buyer acknowledges that Seller's Development Lot Cost estimates provided Buyer with a $50,000 credit to offset expected signalization, (see 2/10/99 estimated "Development Lot Costs" enclosed). NOTE: The City Project Engineer, Mr. Ken Quon, estimates 25% of $100,000 as cost to Builder. However by verbal bid on 5/22/97 from Mr. George Lekaunas who is owner of Lekos Electric, Inc., (1370 Pioneer Way, El Cajon, 92020, (619) 447-7661), and who specializes in Traffic Signals. Lekos quotes a 4-way Traffic Signalization @ Carlsbad Village Drive and Donna Way at a cost of $115,000. One-fourth or 25% of $115,000 = $28,750. 14. LOT 33, UNIT 2. The Parties understand that Lot 33 in Unit 2 is not a part of this sate. Buyer acknowledges that credit has been given in favor of the Buyer for all costs of improving each Lot all improvements including grading, landscaping, utilities, street works, walls, lighting, etc., similar to any other such "Finished Lot" as denoted by the final plans hereto. The parties agree that all future development costs for said lot shall hereinafter be born by Seller which shall include school fees, building permits, sewer fees, water meter fees and building costs. Lot 33 shall be responsible to pay HOA fees commencing upon final City approval for homebuyers to move into those homes which are located within the projects Unit 2. Buyer acknowledges that Seller intends to build their personal residence (essentially a Plan 3) on Lot 33 at the same time Buyer builds out the project. The parties agree to willingly future cooperate, coordinate and work together in sharing information, architectural design, subcontractors and subcontractor costs, bids, and/or any and all as such like, and to essentially, keep and maintain the spirit and intent hereof. 15. FARWEST MORTGAGE BANKERS. To the extent allowed by law, Buyer agrees to give Farwest Mortgage Bankers ("Farwest") first opportunity to provide services for financing the Buyer's of the homes to be build on the Property. Buyer agrees to use FARWEST'S services for financing the future home buyers provided FARWEST'S rates remain competitive and provided Buyer remains pleased with FARWEST'S prompt approval process. Seller acknowledges however, that each home buyer has the right to select their own mortgage banker and/or lender. 16. LOT 13 of UNIT 2. Buyer acknowledges "OUT LOT" number 13 as a useless part of the development. Buyer may or may not keep the same as Buyer wishes. The original Department of Real Estate approvals assumed the deeding off as a potential reduction in future cost maintenance estimates to the HOA. Buyer has the option to deed off Lot 13 to the abutting property owners who have repeatedly expressed a desire to take said Lot 13. Ofr PVE.doc PURCHASE and SALE AGREEMENT FEB. 11, 1999 17. DABBS LOT 10. Buyer acknowledges that the city requires the developer to install street utility stubs to lot #10 and lot #32 of Tract 96-03 to accommodate the abutting property owner's existing and future home build out. Said utility stubs are set forth in the approved plans and the costs for same were included in the Seller's 2/10/99 Development Lot Cost estimates. 18. MISCELLANEOUS. This Agreement may be executed in counterparts, each of which when taken together shall be deemed one fully executed original. Telecopier, telegraph, facsimile or the like in document and signatures shall be binding and effective for all purposes. In the event of any action or proceedings arising from or relating to this Agreement, or should any conflict ever arise, the parties hereby agree to first and foremost, sensibly settle any disputes with binding arbitration prior to resorting to any forms of legal proceedings. This Agreement contains the entire Agreement between the parties relating to the purchase of the Property, and may not be modified or amended except in writing. Unless otherwise specified, this Agreement shall be governed by the internal laws of the Sate of California without regard to choice of law rules. Buyer hereby acknowledges that Seller may at anytime withdraw this Agreement rendering the same as null and void through and until Seller's receipt and acceptance of Buyer's executed Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. The Parties have executed this Agreement as of the date and year as first above given. SELLER: PACIFIC VIEW COMMUNITIES, LLC BUYER: CONCORDIA HOMES OF CALIFORNIA, LLC By:. anaging Member Don Underwood, Manager , Managing Member By:. SELLER: PACIFIC VIEW LTD. D. Jack, Managing Member Ofr PVE.doc PURCHASE and SALE AGREEMENT ' s""" FEB. 11, 1999 EXHIBIT "A" Lots 1 through 7 inclusive of Carlsbad Tract No. 96-03, Pacific View Estates Unit No. 1, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 13560, filed in the Office of the County Recorder of San Diego County, April 13,1998, and, The remainder Lot of Carlsbad Tract No. 96-03, Pacific View Estates Unit No. 1, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 13560, filed in the Office of the County Recorder of San Diego County, April 13,1998. The above descriptions shall specifically exclude future Lot 33 as "not a part" of this transaction. Ofr PVE.doc ,*»*%,' - OPERATING AGREEMENT OF LB/L-CONCORDIA MASTER LLC, a Delaware Limited Liability Company THE SECURITIES ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER THE APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER IN ITS SOLE DISCRETION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. IN ADDITION, THE SECURITIES ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN. OPERATING AGREEMENT OF LB/L-Concordia Master LLC,. a Delaware Limited Liability Company THIS OPERATING AGREEMENT ("Agreement") is made and entered into as of the 15th day of April, 1999, by and among CONCORDIA COMMUNITIES, LLC, a Delaware limited liability company ("Concordia" or "Operating Member"), and LB/LAKESIDE CAPITAL PARTNERS, LLC, a Delaware limited liability company ("LBL Manager"). ARTICLE I. GENERAL PROVISIONS 1.1. Formation and Filings. The Members hereby form a limited liability company (the "Company") pursuant to the Act. This Agreement shall constitute the operating agreement among the Members. The Members agree to execute such documents and to take such other action as may from time to time be deemed necessary or appropriate by the LBL Manager under the laws of the State of Delaware with respect to the formation, operation and continued good standing of the Company as a limited liability company. 1.2. Name. The business of the Company shall be conducted under the name of "LB/L-Concordia Master LLC" or such other name as may be designated by LBL Manager from time to time. 1.3. Term. The term ("Term") of the Company shall commence as of the date of filing of the Certificate, and shall continue until the earlier of (A) December 31, 2008 or (B) the dissolution, liquidation and termination of the Company pursuant to the provisions of Article XIII. 1.4. Business Purpose and Powers. The purpose of the Company shall be to acquire, obtain entitlements with respect to, improve and develop single-family detached homes and ancillary structures, use, sell, exchange, finance and refinance and otherwise . Payment by the Operating Member of expenditures that, pursuant to the preceding sentence, are not expenses of the Company shall be treated in the manner required by Section 7.6(d) hereof as though each were a "Guaranteed Cost Overrun" (as defined in such Section) arising out of the failure of the Operating Member to exercise "Due Care" (as defined therein). 2.4. Company Funds. (a) No Member shall use, pay, or benefit from any funds, assets, credit, and other resources of any kind or description of the Company or from any Project, except as specifically provided in this Agreement. The Company shall maintain only such checking and savings accounts as the LBL Manager shall approve in writing. All funds of the Company shall be deposited only in the accounts of the Company in the Company name, shall not be commingled with funds of the Operating Member, and shall be withdrawn only upon such signature or signatures as may be designated in writing from time to time by the LBL Manager. (b) If the LBL Manager disburses amounts to the Operating Member for expenditure by the Operating Member in payment of obligations of the Company in accordance with this Agreement, such amounts shall be kept, until expended, only in such investments and in such accounts of the Company as the LBL Manager may, from time to time approve. 2.5. Employees. The Company shall not have employees. Each Member shall be solely responsible for all wages, benefits, insurance, and payroll taxes with respect to any of its employees. The Operating Member shall, at any time and from time to time during the Term, provide such information regarding its employees who work on the Project as the LBL Manager shall reasonably request. The Operating Member agrees to perform its duties under the Management Provisions as an independent contractor. The Operating Member has and retains the right to exercise full control and supervision of such work and full control over the employment, direction, compensation, and discharge of all persons assisting in the performance thereof. Except for acts required to be performed hereunder or under a Project Operating Agreement and acts which the LBL Manager shall request to be performed by the Operating Member, the Operating Member shall be solely responsible for its own acts and those of its subordinates, employees, and subcontractors throughout the Term. 2.6. Meetings of Members. The Operating Member and the LBL Manager shall meet at such times and places within California as the LBL Manager shall reasonably determine. The Operating Member shall prepare minutes of any meeting if requested by the LBL Manager and such minutes shall be sent to the LBL Manager within three (3) business days following such meeting for approval. Upon such approval, the Operating . 10 Member shall distribute the minutes to all Members. In addition to meetings held in person. Representatives of the Members shall confer by telephone as often as reasonably requested by the LBL Manager to review and discuss the progress of the Project, affairs of the Company and compliance with each Current Project Budget and Plan for each Property. 2.7. Representatives. Each Member shall designate in a writing one or more representatives, each of whom shall be authorized to act, by himself or herself under this Agreement for and on behalf of such Member. Any written act, approval, consent of a representative, so designated ("Representative") shall be deemed to be the act, approval, consent or vote of the Member which designated such representative and neither the Company nor any Member shall be required to inquire into the authority of such representative as to such written act, approval, consent or vote on behalf of the Member which designated such representative and alternate. Any such representative may be replaced by written notice from the Member that designated such representative to the other Members. Until further notice, the designated representatives of the Members shall be: Operating Member: Representatives: O. Randolph Hall, Jr. Don Underwood Michael Ugar LBL Manager: Representatives: Melvin T. Andrews Ronald W. Lee 2.8. Execution of Company Documents. The LBL Manager, acting alone, shall have the authority to execute and deliver on behalf of the Company, and each Project all agreements, instruments or other documents to which the Company will be a party or bound (including such documents and instruments as necessary to comply with the Act and other applicable law for the formation, operation, qualification or registration of a limited liability company in all jurisdictions where the Company may conduct business or hold property). The Operating Member, acting alone, shall have the authority to execute and deliver, on behalf of the Company, agreements, instruments or other documents to which the Company will be a party or bound, if and only if (A) the document is Project- related, is for $25,000 or less, and is in accordance with the Current Project Budget and Plan, or (B) the LBL Manager specifically authorizes the Operating Member in writing to execute and deliver such agreement, instrument or other document. 2.9. Operating Member and Affiliates. Subject to the terms and conditions of this Agreement, the LBL Manager shall execute all documents and instruments entered into between the Company and the Operating Member and otherwise act on behalf of the . 11 Rfece±ved- 3/23/00 1O:OO; 8188418O72 - - CONCORDIA HOMES OF CALIF LLC5 Page 2 03/23/00 THU 08:43 FAX 81884^72 LAKESIDE REALTY AD' jORS ->->-» CoNCORDIA il002' - •• MASTER OPERATING AGREEMENT OF LB/LAKESIDE CAPITAL PARTNERS LLC, a Delaware Limited Liability Company THE SECURITIES ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER THE APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER IN ITS SOLE DISCRETION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. IN ADDITION, THE SECURITIES ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN. Received: 3/23/OO 1 O : OO ; 8188418O72 - >• CONCORDIA HOMES OF CALIF l_LC; Page 3 THU 08:43 FAX 81884: 12 LAKESIDE REALTY ADV IRS -»-»->• CoNCORDIA il00303/2.3/00 MASTER OPERATING AGREEMENT OF LB/LAKESIDE CAPITAL PARTNERS LLC, a Delaware Limited Liability Company THIS MASTER OPERATING AGREEMENT (this "Agreement"^ is made and entered into as of the 12th day of June, 1998, by and among LAKESIDE REALTY ADVISORS, LLC, a California limited liability company ("Lakeside"). LB LAKESIDE I INC., a Delaware corporation ("Lehman"), and LB/LAKESIDE CAPITAL MANAGERS LLC, a Delaware limited liability company ("Manager"). ARTICLE I. GENERAL PROVISIONS 1.1 Formation and Filings. The Members hereby form a limited liability company (the "Company") pursuant to the Act (as hereinafter defined). This Agreement shall constitute the operating agreement among the Members. The Members agree to execute such documents and to take such other action as may from time to time be deemed necessary or appropriate by Manager under the Laws of the State of Delaware with respect to the formation, operation and continued good standing of the Company as a limited liability company. 1.2 Name. The business of the Company shall be conducted under the name of "LB/LAKESIDE CAPITAL PARTNERS LLC" or such other name as may be designated by Manager. 1.3 Term. The term ("Term"') of the Company shall commence as of the date of filing of the Certificate, and shall continue until the earlier of (a) December 31, 2008, or (b) the dissolution, liquidation and termination of the Company pursuant to the provisions of Article Xffl. 1.4 Business Purpose and Powers. (a) Purpose. The purpose of the Company is, directly or indirectly through Sub-Master Entities or Operating Companies (each as hereinafter defined), to acquire, own, manage, develop, operate, improve, build upon, rehabilitate, alter, lease, license, repair, finance or refinance, securitize, sell and otherwise deal with and dispose of the Company's Property (as hereinafter defined), and to engage in any and all activities necessary, appropriate, proper, advisable, incidental or convenient thereto. (b) Powers. The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to, or for the NA981410.020/40+ Received- 3/23/00 1O:O1; 8T88418O72 -> CONCORDIA HOMES OF CALIF LLC; Page 4 03/23/00 THU 08:44 FAX 81884 72 LAKESIDE REALTY AD-" ORS *~ CoNCORDIA ©004 furtherance of, the purpose set forth in Section 1.4(a) above, including, without limitation, the power: (1) To conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company pursuant to the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company; (2) To form Sub-Master Entities and Operating Companies (as hereinafter defined), and to make capital contributions or loans to each such entities as are necessary, appropriate, proper, advisable, incidental of convenient to the accomplishment of the purpose of the Company; (3) To enter into or to take, through each Sub-Master Entity and/or Operating Company, any action or refrain from taking any action under, pursuant to, or in furtherance of any Ancillary Agreement (as hereinafter defined); (4) To, either directly or indirectly, enter into, take any action or refrain from taking any action under, pursuant to, or in furtherance of any and all other contracts of any kind, to the extent such contracts are necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company; (5) To acquire, through Sub-Master Entities and/or Operating Companies, by purchase, lease, contribution of property or otherwise, any real, personal or mixed property with the funds of the Company; (6) To borrow, directly or through any Sub-Master Entity and/or Operating Company, money to the extent necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company; (7) To, either directly or indirectly, purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in Sub-Master Entities and Operating Companies or the obligations of any Person, to the extent necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company; (8) To, either directly or indirectly, lend money, to invest and reinvest its funds, and to take and hold real, personal and mixed property, either directly or indirectly, as security for the payment of funds loaned or invested, in each case to the extent necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company; and (9) To conduct all activities determined by Manager to be necessary, appropriate, proper, advisable, incidental or convenient to the accomplishment of the purpose of the Company. NA981410.020/40+ Received: 3/23/OO 1O:O1; 8188418O72 -- CONCORDIA HOMES OF CALIF LLC; Page 5 03/23/00 THU 08:44 FAX 81884 ^72 LAKESIDE REALTY AD- ORS ->-,-> CoNCORDIA ilOOS "Selected CPA" is defined in Section 14.1(b). "Selling Member" is defined in Section 14.2. "Sub-Master Agreement" means any operating agreement entered into by and between the Company, either directly or indirectly (together with such other Person, if any, as determined by Manager), and any other entity or entities, as determined by Manager, to accomplish the purpose of the Company as set forth in this Agreement and the Current Project Budget and Plan for each Project, as the same may be amended, modified or supplemented from time to time. "Sub-Master Entity" means any 'limited liability company (or other entity-)-formed by the Company, either directly or indirectly (together with such other person, if any, as determined by Manager), to accomplish the purpose of the Company as set forth in this Agreement and the Current Project Budget and Plan (including, without limitation, owning ownership interests in an Operating Company). "Tax Allocations" is defined in Section 8.1. "Term" is defined in Section 1.3. "Transaction" is defined in Section 16.23. ARTICLE H. MANAGEMENT AND OPERATION 2.1 Management and Control. Manager shall have sole and exclusive power, authority and discretion to direct, manage and control the business, affairs and assets of the Company, to exercise any of the powers of the Company, to make all decisions regarding those matters, and to perform any and all acts or activities it deems necessary, appropriate, proper, advisable or convenient with respect thereto, in all events subject to the terms and conditions of the Manager LLC Agreement. Manager shall manage and administer the business, affairs and assets of the Company in accordance with the Current Project Budget and Plan for each Project. Manager shall have the right to delegate any portion of its duties as it may determine to any other Person. Manager shall have all of the rights, powers and authority permitted to be exercised by the manager of a limited liability company formed under the Act, except as expressly limited or restricted by this Agreement. None of the Members other than the Manager shall participate in the management or control of the Company or, except as otherwise provided in this Agreement, have any right to approve, vote on or otherwise consent to any matter relating to the business affairs or assets of the Company (including, without limitation, the sale, exchange or other disposition of all or substantially all of the Company's Property). NA981410.020/40+ Received: 3/23/OO 1O:O2; 8188418072 -> CONCORDIA HOMES OF CALIF LLC; Page 6 03/23/00 THU 08:44 FAX 81884 72 LAKESIDE REALTY ADV ^RS ->->-. CoNCORDIA il006v .s 2.2 Company Funds. (a) Company funds, assets, credit, and other resources of any kind or description shall not be paid to, or used for the benefit of, any Member or an Affiliate of any Member, except as specifically provided in this Agreement or in the Current Project Budget and Plan for each Project. The Company shall maintain only such checking and savings accounts as Manager shall approve. All funds of the Company shall be deposited only in the accounts of the Company in the Company name, shall not be commingled with funds of Manager, and shall be withdrawn only upon such signature or signatures as may be designated in writing from time to time by Manager. (b) Manager shall invest the Company's funds in accordance with the Current Project Budget and Plan for each Project. 2.3 Employees. The Company shall not have employees. 2.4 Execution of Company Documents. Manager, acting alone, shall have the sole authority to execute and deliver on behalf of the Company any Ancillary Agreement or any other agreements, instruments or other documents to which the Company will be a party or bound (including such documents and instruments as necessary to comply with the Act and other applicable Laws for the formation, operation, qualification or registration of a limited liability company in all jurisdictions where the Company may conduct business or hold property). Unless expressly authorized in writing to do so by this Agreement or by Manager, no attorney-in-fact, employee or other agent of the Company shall have the power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized in writing by Manager to act as an agent of the Company in accordance with the previous sentence. 2.5 Notices. Without limiting any applicable provision of this Agreement, Manager acting alone shall have the sole right on behalf of the Company to send any appropriate notice of default or termination, to institute legal proceedings and/or to take such other action as may be necessary or appropriate to enforce the rights and protect the interests of the Company pursuant to this Agreement, the Ancillary Agreements or any other agreement now or hereafter entered into by the Company. 2.6 Affiliate Transactions. Except in accordance with the Current Project Budget and Plan for a Project or otherwise approved in writing by Lehman, the Company shall not enter into any contract, agreement or other arrangement with an Affiliate of any Member, other than the Manager LLC Agreement, the Sub-Master Agreements and the Operating Agreements, unless in the case of an Affiliate of Lehman, any such contract, agreement or other arrangement is on commercial terms and at rates at least as favorable to the Company as contracts, agreements or other arrangements with third parties which are not Affiliates of Lehman; provided, however, that the Company, as provided in the Current Project Budget and Plan or as otherwise approved by Lehman, may, without any restrictions, enter into transactions with Affiliates of Lehman involving financings (debt or equity) or in which an Affiliate of Lehman is providing any type of investment banking services. NA981410.020/40+ 8188418072 - => CONCORDIA HOMES OF CALIF LLC; Page 7 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. LAKESIDE REALTY ADVISORS, LLC, a California limited liability company By: Name: /*f{ui, 7, Title: LB/LAKESIDE CAPITAL MANAGERS LLC, a Delaware limited liability company By: LB Lakeside n Inc. By: Name: Title: LB LAKESIDE I INC., a Delaware corporation By:. Name: Title: AGREED AND ACCEPTED FOR THE PURPOSES OF ARTICLE X HEREOF: ^^. NA981410.020/41* R-ece±ved: 3/23/OO 1 O: O2; 8188418O72 -> CONCORDIA HOMES OF CALIF LLC; Page 8 03/23/00 THU 08:45 FAX 81884 72 LAKESIDE REALTY AD*'"ORS -»-»-> CoNCORDIA ®008' ' """" •- J> P.5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. LAKESIDE REALTY ADVISORS, LLC, a California limited liability company By:. Name: Title: LB/LAKESIDE CAPITAL MANAGERS LLC, a Delaware limitftd liability company By: LB Lakeside n Inc. By:. Name: Title: LB LAKESIDE I INC. a Delaware evaporation Bv; . Name: Title: AGREED AND ACCEPTED FOR THE PURPOSES OF ARTICLE X HEREOF: MELVIN T. ANDREWS RONALD W. LEE From : *FflRUEST RMERICfiN* :ff .... PHONE No. : 619 720 9785 Mar. 19 1998 3: 23PM P04 j PACIFIC VIEW COMMUNITIES AUG. 29, 1997 * OPERATING AGREEMENT * FOR PACIFIC VIEW COMMUNITIES LLC A California Limited Liability Company This OPERATING AGREEMENT ("COMPANY OPERATING AGREEMENT") of the PACIFIC VIEW COMMUNITIES LLC, a limited liability company organized pursuant to the Laws and Acts of Limited Liability Companies in and for the State of California, is entered into on AUGUST 29. 1997 . and shall be operative as of the Effective Date hereof, by and among the persons executing this Agreement as Members. Said Members do hereby covenant and agree to the formation of this Limited Liability Company and do hereby covenant an agree to be bound by the Articles as follows, to-wlt: ARTICLE I DEFINITIONS For purposes of this Company Agreement (as defined herelnbelow), unless the context clearly indicates otherwise, the following terms shall have the following meanings: 1. ACt - The Acts of Limited Liability Companies in and for the State of California, henceforth Acts or Act, and all amendments thereto. 2. ADDITIONAL MEMBER - A Member other than an Initial Members or a Substitute Member who has acquired a Membership Interest from the COMPANY. 3. ADMISSION AGREEMENT - The Agreement between an Additional Member and the COMPANY described in the Articles hereinbelow. LLC PVE7 Rov.7/97 PAGE 1 From : *FRRUEST PMERICRN* PACIFIC VIEW COMMUNITIES PHONE No.619 720 9785 Mar.19 1998 3:24PM P05 AUG. 29, 1997 or transacts business with the COMPANY we the same as thoe* of a person who is not a Member, subject to other applicable law. No transaction with thn COMPANY shall be voidable solely because a Member has a direct or Indirect interest In the transaction if either the transaction IB fair to the COMPANY or the disinterested Managing Members or disinterested Members, In either case knowing the material facts of the transaction and the Member's interest, authorization, approval} or ratification of the transaction. ARTICLE VII MANAGING MEMBER(S) 1. ORIGINAL, MANAGING MEMBERS - The ordinary and usual decisions concerning the business affaire of the COMPANY shall be made by the Managing Members. There shall be at least one Managing Member at all times who must be o Member of the COMPANY. The initial Managing Member shall be: PACIFIC VIEW LTD. LANDSOURCE CARLSBAD LLC 2. TERM OF OFFICE AS MANAGING MEMBER - No Managing Member shall have any contractual right to such position, Each Managing member shall serve until the earliest of: 2.1 the Dissociation of such Managing Member; 2.2 removal of the Managing Member. 2.3 voted out by written majority vote of more than 51.0% of the then outstanding COMPANY Interests including "Managing Member" and "Member" COMPANY interests. 3, LIMITED AUTHORITY OF MEMBERS TO BIND THE COMPANY - In the ongoing business and affairs of the COMPANY, subject to the periodic review and modification by written majority vote of more than 51.0% of the then outstanding COMPANY interests including^ManaginKMember',1, and "Member" COMPANY interests, the Managing Member(s) shall conduct the business of the COMPANY. The Managing Member(sj are hereby provided full and complete power to do any and all duties, including, but not limited to acting through any duly authorized LLC PVE7 Rev.7/97 PAGE 14 From : *FflRUEST PMERICRN*PHONE No. : 619 720 9785 Nar. 19 199B 3:24PM P06 PACIFIC VIEW COMMUNITIES AUG. 29, 1997 and the Power of Attorney herolnabove. Should any disagreement ever arise, the parties pledge first to utilize binding arbitration before any legal remedies at law, The parties further agree to the terms hereof and acknowledge receipt of a copy of came. The parties acknowledge that the terms and spirit of this agreement shall survive and remain effective and Incumbent upon the parties, their heirs, assigns, executors, powers of attorneys in foot, successors or the like. IN WITNESS WHEREOF, by the placing of our hand and seal hereon, we shall perpetually honor the warrants and pledges setforth herein, (Notary Jurats Below or Attached) APPROVED AND AGREED: MANAGING MEMBER ATTESTATION PACIFIC VIEW LTD., a Nevada Limited Liability Company AOGUST 29. 1S97 by D. Jack, Managing Member Date LAN , Managing Memberby Phillip G. STATE OF CALIFORNIA COUNTY OF SAN DIEGO )SS. <M 1997. before «,.~_MR, D. JMX. and MR. PHILLIP C. MJLLARD of satisfactory ovldaftc*) to bft tli» (*f*<ot& wlitea // acknowlodgod to ne that they executed the this Instrument the persons of the entity/tfpoiy behalf of which the persons acted, executed this Instrument. WITNESS my hand apd-vff1*i1sl seal. Signal _. personally personally known to ma (or proved to me on naoiea are subscribed to Uw wlUilii li«Uim*»il oiiJ n their authorized capacities, and that by their signatures on TONI MITCHELL £ Comm. #1004830 M(NOTARY PUBLIC . CAUFO»WM/«SAN OIEOO COUNTY 0 SoptH. 1B87 From : *FRRUEST flMERICRN*PHONE No. : 619 720 9785 Mar.19 1998 3:21PM P02 BILL JONES SECRETARY OF STATE LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION LLC-1 IMPORTANT - Read the Instructions before completing the form. Hits document is presented for filing pursuant to Section 17050 of the California Corporations Code. ,. IMrtlhM* comply mm*: {tni Ac wmc *M? 'LLC' er *, Ng putofc Utwctt do kiun In *UC". * 2. Latest date (month/day/year) on which the limited liability company is to dissolve;AUGUST 7ft. onnn 3. The purpose of (he limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-KiHea Limited Liability Company Act. 4. Enter the name of initial agent for service of process and check the appropriate provision below. PHILLIP G, MULLARD , which is [ Xl an individual residing in California. Proceed to Item 3, [ ] a corporation which has filed a certificate pursuant to Section 1S05 of the California Corporations Code. Skip Item S and proceed to Hem 6. 5. If the initial agent for service of process is an individual, enter a business or residential street address in California: Street address.- 9 OAKBRRK DRIVE CUy: GOTO DE CAZA Swte: CALIFORN1A 2i?Code: 92679 6. The limited liability company will be managed by : (check one) ( ] one manager [ X) more than one manager limited liability company members 7. If other matters arc to be Included in the Articles of Organization attach one or more separate pages. Number of pages attached, if any: NONE 8. It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. v^C~ >v^ _J Signature of organizer n. .IACK Type or print name of organizer Date: JUlfillST in, 19 q? U^'1 A W»«f4 kr Itx SMrtUrr «» *!»!«mil TM M« (*j For Secretary of State Use /G/ff73a7ff5£\ i.iu flUD «a&&Si !?Srtaiy ** ^* AU6 1 5 1997 *&^«8ttl JONES, totfMtty of ttate PAGE 14 From : *FftRUEST flMERICPN*PHONE No.619 720 9785 Mar. 19 1998 3:22PM P03 PACIFIC VIEW COMMUNITIES AUG. 29, 1997 Manager or other specified agent the Managing Member temporarily designates unless provided otherwise herein. The Managing Membei(s) shall use their reasonable efforts to provide that each Member has the full enjoyment of Its COMPANY interests. The Members hereby agree that only the Managing Member(s) and authorized agents of the COMPANY shall have the authority to bind the COMPANY. No Member other than Managing Member(s) shall take any action as a Member to bind the COMPANY, end shall Indemnify the COMPANY for any costs or damages Incurred by the COMPANY as a result of the unauthorized action of such Member. do the Managing Member(s) have the power, on behalf of the COMPANY, to do all things necessary or convenient to carry out the business and affairs of the COMPANY, including, without limitation: 3.1 the institution, prosecution and defense of any Proceeding In the COMPANY'S name; 3.2 under the watchful eye and the on-going scrutiny of the Members who from time to time, will participate by COMPANY vote as to how any affairs or decisions of the COMPANY should be managed, of which said vote shall be by a written majority vote of more than 51.0% of the then outstanding COMPANY Interests including "Managing Member1' and "Member" COMPANY interests, the Managing Member(s),shall have and arc hereby granted any and all powers, of which such powers include but shall not be limited to, the proper and necessary authority and powers to establish and maintain bank accounts, procure any reasonable form of insurance on behalf of the COMPANY as deemed prudent by the Managing Member(s), and to grant or take options, pledge, borrow, procure loans, refinance, extend loans, hold the property or enterprise for Investment, or for development, or to sign for, manage, develop, operate, control, trade, sell, exchange, encumber, assign, transfer, administer, collect, convey, grant the property or enterprise, dispose, joint venture, merge or merger, partner or COMPANY, hypothecate, mortgage or otherwise encumber any or all of the assets of the COMPANY, and to conduct and carry on the business of the COMPANY; keep the books and records thereof; employ, contract for, discharge, pay and compensate necessary employees, clerks, and helpers; and have the authority to draw checks and drafts on the COMPANY and bank accounts, lease or let any of the property of the COMPANY whether real or personal in the furtherance of the business of the COMPANY and in connection therewith, to execute in the COMPANY'S name, any and all deeds, subordinations, notes, trust deeds, documents, loan documents or the like, loans, bills of sale, disclosures, warranties, guarantees, governmental statements, or authorized representative forms, documents, statements or the like, and/or any end all such other paper works or business pertaining to the ongoing enterprise of the COMPANY, of whatever so nature or kind. The Managing Member(s) shall be under no obligation to spend any of the capital of the COMPANY, but may use such portions thereof as it/they deem essential in the best interests of the COMPANY; LLC PVE7 Rov.7/97 PAGE 15 hereon, we shall perpetually honor the warrants and pledges setforth herein. (Notary Jurats Below or Attached) APPROVED AND AGREED: MANAGING MEMBER ATTESTATION PACIFIC VIEW LTD., a Nevada Limited Liability Company \ . _. ..__ PACIFIC VIEW LTD., a Nevada Limited Liab y Company by D. Jack, Managing Member AUGUST 29. 1997 Date LAND!iAD LLC AUGUST 29. 1997 by Phillip G !, Managing Member Date STATE OF CALIFORNIA COUNTY OF )SS. On. appeared, , before ne, /<>«// and HR. PHILLIP G. MULLARD, personally HR. D. JACK. and MR- PHILLIP'S. MULLARD, personally known to ma (or proved to TO on the basl* of satisfactory evldenoo) to bo tho persons whosa names ar« subscribed to the within -Instrument and acknowledged to ma that thoy executed the : this Instrument the persons of the ont1tyy WITNESS my hand qiKltiffKlal »«al. Signa it their authorized capacities, and that by their signatures on behalf of which the persons acted, executed this Instrument. TON! MITCHELL Comm. #1004830 >TARY PUBLIC • CALlf OR fiANOIEOO COUNTYComm. ExpIrM Sept, 18,1987 •* SUBDIVISION GUARANTEE Fee: Order No.: Subdivision: $500.00 270513-05 Pacific View Estates Unit No. 1 LAWYERS TITLE INSURANCE CORPORATION," a Virginia Corporation GUARANTEES The County of San Diego and any City within which said Subdivision is located in a sum not exceeding $1,000.00. That, according to those public records which, under the recording laws, impart constructive notice of matters affecting the title to the land included within the exterior boundary shown on the map of the above referenced subdivision, the only parties having any record title interest in said land whose signatures are necessary, under the requirements of the Subdivision Map Act, on the certificates consenting to the recordation of said Map and offering for dedication any streets, roads, avenues, and other easements offered for dedication on said map are: See Exhibit "A" Attached The map hereinbefore referred to is a subdivision of: See Exhibit "B" Attached IN WITNESS WHEREOF, the Company has caused the Guarantee to be signed and sealed and to be valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By-Laws. Dated: December 13, 1999 at 7:30 A.M. Countersign Authorized Officer or Agent ISSUING OFFICE: LAWYERS TITLE COMPANY 4542 Ruffner Street, Suite 200 San Diego, CA 92111 SUBDIVISION GUARANTEE CLTA Guarantee Form No. Revised 4-10-75 14 c SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 270513-05 EXHIBIT "A" SIGNATURES FOR MAP: LB/L - Concordia Carlsbad - 25, LLC, a Delaware Limited Liability Company, as to Parcel 1 and Kenneth R. Dabbs and Carolyn L. Dabbs, Co-Trustees of the Dabbs Family Trust, dated October , 1992, as to Parcel 2 and Reginald Marron and Jeanene A. Marron, husband and wife, as community property, as to Parcel 3, as owners Lawyers Title as Trustee under that certain Deed of Trust recorded November 8, 1999 as File/Page No. 1999-0742475 of Official Records. 1. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: COMMERCIAL CENTERS, INC. BY DOCUMENT(S) RECORDED: AUGUST 19, 1957 IN BOOK 6713, PAGE 352 OF OFFICIAL RECORDS 2. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a) (3) (A) (i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CARL L. BERNHARDT AND LLEWELLYN R. BERNHARDT BY DOCUMENT(S) RECORDED: AUGUST 25, 1961 AS FILE/PAGE NO. 148549 OF OFFICIAL RECORDS c SUBDIVISION GUARANTEE CLTA Guarantee Form Mo. Revised 4-10-75 Order No.: 270513-05 14 SIGNATURES FOR MAP (continued) 3. 4. 5-. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: OWNER: BY DOCUMENT(S) RECORDED: EASEMENT CITY OF CARLSBAD OCTOBER 29, 1971 AS FILE/PAGE NO. 249982, JULY 10, 1986 AS FILE/PAGE NO. 86-284295, DECEMBER 4, 1987 AS FILE/PAGE NO. 87-671636 AND APRIL 13, 1998 AS FILE/PAGE NO. 1998-0206543, ALL OF OFFICIAL RECORDS EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: KENNETH R. DABBS AND CAROLYN L. DABBS BY DOCUMENT(S) RECORDED: JUNE 7, 1991 AS FILE/PAGE NO. 1991-0273455 OF OFFICIAL RECORDS EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CARLSBAD MUTUAL WATER DISTRICT BY DOCUMENT(S) RECORDED: APRIL 10, 1998 AS FILE/PAGE NO. 1998-0202772 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. Revised 4-10-75 Order No.: 270513-05 14 SIGNATURES FOR MAP (continued) 6. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: PACIFIC VIEW ESTATES OF CARLSBAD HOMEOWNERS ASSOCIATION, A NON-PROFIT MUTUAL BENEFIT CORPORATION BY DOCUMENT(S) RECORDED: APRIL 13, 1998 AS FILE/PAGE NO. 1998-0206544 OF OFFICIAL RECORDS 7. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: SAN DIEGO GAS & ELECTRIC COMPANY BY DOCUMENT(S) RECORDED: ' JULY 7, 1998 AS FILE/PAGE NOS. 1998-0418641 and 1998-0418642, BOTH OF OFFICIAL RECORDS 8. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST • SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT.IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CAROLINE MARRON AND SYLVESTER MARRON BY DOCUMENT(S) RECORDED: MARCH 5, 1999 AS FILE/PAGE NO. 1999-0142310 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.s 270513-05 EXHIBIT "B" The map hereinbefore referred to ia situated in the State of California, County of San Diego, and is a subdivision of: Parcel 1: Lots 1 through 9 inclusive, Lot 12 and the remainder Lot of Carlsbad Tract No. 96-03, Pacific View Estates Unit No. 1, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 13560, filed in the Office of the County Recorder of San Diego County, April 13, 1998. Parcel 2: Lot 10 of Carlsbad Tract 96-03, Pacific View Estates Unit No. 1, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 13560, filed in the Office of the County Recorder of San Diego County, April 13, 1998. Parcel 3: Lot 11 of Carlsbad Tract 96-03, Pacific View Estates Unit No. 1, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 13560, filed in the Office of the County Recorder of San Diego County, April 13, 1998. END OF SCHEDULE A o TITLE TRANSMITTAL - SALES REP Order No.: 270513-05 Property Address: Sales Rep: 23 Type of Order: c Lender: Dudek & Associates Address: 605 Third Avenue City; Encinitas, Ca 92024 Attn: Ernie Listing: Address: City: Agent: Selling: Address: City: Agent: o IAWYSRS TITLE COMPANY Dudek & Associates 605 Third Avenue Encinitas, Ca 92024 Attention: Ernie Subsidiary of Lawyers Title Insurance Corporation Dated: December 7, 1999 Your No.: Tract 96-03/LB/L Concordi Our No.: 270513-05 Title Officer: Marie L. Crossland, X#405 1. Preliminary Title Report 2: C. C. & R.'S 3. Plotted Easements 4. Amended/Up-Dated Report 5. Quitclaim Deeds [ 3 [X] 4542 Ruffner Street, San Diego, California 92111 - (858) 278-4171 SUBDIVISION GUARANTEE Fee: Order No.: Subdivision: $500.00 231335-05 Pacific View Estates Unit No. 1 RECEIVED OCT 3 0 1997 ENGINEERING DEPARTMENT LAWYERS TITLE INSURANCE CORPORAIM ON, a Virginia Corporation GUARANTEES The County of San Diego and any City within which said Subdivision is located in a sura not exceeding $1,000.00. That, according to those public records which, under the recording laws, inpart constructive notice of matters affecting the title to the land included within the exterior boundary shown on the map of the above referenced subdivision, the only parties having any record title interest in said land whose signatiu«s are necessary, under the requirements of the Subdivision Map Act, on the certificate's consenting to the recordation of said Map and offering for dedication any streets, roads, avenues, and other easements offered for dedication on said map are: See Exhibit "A" Attached The map hereinbefore referred to is a subdivision of: See Exhibit "B" Attached IN WITNESS WHEREOF, the Company has caused the Guarantee to l« signed and sealed and to be valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By-Laws. Dated: September 6, 1997 at 7:30 A.M. Countersigned by: ' V'Y» .•' ,«'fc v ••• ~. ~ . rj •> , ''',£*.'• \ ) ••'"•. '•.'.'' ; •• Authorized Officer or ISSUING OFFICE: LAWYERS TITLE COMPANY 4542 Ruffner Street, Suite 200 San Diego, CA 92111 SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 231335-05 EXHIBIT "A" SIGNATURES FOR MAP: Pacific View Communities, LLC, a California limited liability company, as owner. 1. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: COMMERCIAL CENTERS, INC. BY DCCUMENT(S) RECORDED: AUGUST 19, 1957 IN BOOK 6713, PAGE 352 OF OFFICIAL RECORDS 2. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CARL L. BERNHARDT AND UEWELLYN R. BERNHARDT BY DCCUMENT(S) RECORDED: AUGUST 25, 1961 AS FILE/PAGI-: NO. 148549 OF OFFICIAL RECORDS 3. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED. BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FIIJK/PAGI-: NO. 249982 OF OFFICIAL RECORDS 4. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DCCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FILE/PAGE NO. 249983 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. Revised 4-10-75 Order No.: 231335-05 14 SIGNATURES FOR MAP (continued) EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQW KED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: JULY 10, 1986 AS FILE/PAGE NO. 86-284294 OF OFFICIAL RECORDS EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: DECEMBER 4, 1987 AS FILE/PAGE NO. 87-671636 OF OFFICIAL RECORDS 7. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: KENNETH R. DABBS AND CAROLYN I,. DABBS BY DCCUMENT(S) RECORDED: JUNE 7, 1991 AS FILE/PAGE NO. 'Jl-0273455 OF OFFICIAL RECORDS 8. TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMM) BELOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436457 OF OFFICIAL RECORDS TRUSTEE: FIRAT AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: HILTON E. STINE AND MILDRED R. STINE, TRUSTEES UNDER DECLARATION OF TRUST DATED DIMMBER 21, 1976 SUBDIVISION GUARANTEE CLTA Guarantee Form No. Revised 4-10-75 Order No.: 231335-05 14 SIGNATURES FOR MAP (continued) 9. TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMED BELOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436458 OF OFFICIAL RECORDS TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: DALJIT S. SARKARIA AND ELAINE S1ARKARIA, HUSBAND AND WIFE ASSIGNEE: WELLS FARGO BANK, AS ASSIGNEE UNDER ORDER RECORDED MARCH 29, 1996 AS FILE/PAGE NO. 1996-0156699 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 231335-05 EXHIBIT "B" The map hereinbefore referred to is situated in the State of California, County of San Diego, and is a subdivision of: All that portion of the Northwest quarter of the Southwest quarter of Section 32, Township 11 South, Range 4 West, San Bernardino Base and Meridian, in the City of Carlsbad, County of San Diego, State of California, according to the Official Plat thereof, described as follows: Beginning at the Southwest corner of the Northwest quarter of the Southwest quarter of said Section 32; thence South 89°12'20" East along the Soutlierly line thereof, 990.04 feet to the Southeast comer of land described in Deed to Carl L. Bemhardt, et ux, recorded April 9, 1931 in Book 1884, Page 123 of Official Records; thence along the boundary thereof, North 00"56'20" East, 440.00 feet and North 89°12'20" West, 462.67 feet; thence South 00°47'40" West, 106.09 feet; thencxj South 45°47"40" West, 152.84 feet; thence North 44°12'20" West, 114.14 feet; thence North 66°42'20" West 74.38 feet; thence North 89°12'20" West, 38.32 feet; thence North 00" 47'40" East, 105.00 feet, more or less, to the intersection with the boundary of said Bernhardt's land; thence along the boundary of said land, North 89° 12'20" West, 50.00 feet; North 00°56'20" East, 240.00 feet; and North 89°12'20" West, 181.50 feet to the intersection with the Westerly line of said Section 32; thence South 00°56'20" West along said Westerly line, 680.00 feet to the point of beginning. Excepting therefrom that portion lying within Parcel 1, as shown on a Parcel Map filed in the Book of Parcel Maps at Page 879 in the Office of County Recorder of San Diego County on July 3, 1972. END OF SCHEDULE A ;<;•; :i'.< (•THIS Pt»T IS-rOB YOOR *ID IN LOCATING RCFERCNCE Tp-STRCtT «NU O'HrU «APr?l S 8CLIEVCO TO-BE CJRRfCl. IHi v'.'M. •'" «• ...,-., ?OR »NY 10» OCCURrtlNG BV REASON Of ,(tU»r.'JL THLHtON • •iMimiaiii[ia«i[ia»n»¥¥I IK I IK 1 III I.IK .!( I.IK I.IK I.IK laiuyeispdeInsurance (corporation Guarantee N9 004 040 SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE LIMITS OF LIABILITY AND THE CONDITIONS AND STIPULATIONS OF THIS GUARANTEE, Lawyers Title Insurance Corporation, a Virginia corporation, herein called the Company, guarantees the Assured named in Schedule A against actual monetary loss or damage not exceeding the liability stated in Schedule A which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. IN WITNESS WHEREOF, the Company has caused this Guarantee to be signed and sealed, to be valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By-Laws. Confinema! Lawyers Title Company 4642 Ruffner St. Qteejo, Caflbmfe 9?111 Countersigned by: Validating Officer Insurance (corporation By: Attest: Secretary 06I-3-000-0000 CLTA Guarantee Face Page (Rev. 12-15-95) SUBDIVISION GUARANTEE Fee: Order No.: Subdivision: $500.00 231335-05 Pacific View Estates Unit No. LAWYERS TITLE INSURANCE CORPORATION, a Virginia Corporation GUARANTEES The County of San Diego and any City within which said Subdivision is located in a sum not exceeding $1,000.00. That, according to those public records which, under the recording laws, impart constructive notice of matters affecting the title to the land included within the exterior boundary shown on the map of the above referenced subdivision, the only parties having any record title interest in said land whose signatures are necessary, under the requirements of the Subdivision Map Act, on the certificates consenting to the recordation of said Map and offering for dedication any streets, roads, avenues, and other easements offered for dedication on said map are: See Exhibit "A" Attached The map hereinbefore referred to is a subdivision of: See Exhibit "B" Attached IN WITNESS WHEREOF, the Company has caused the Guarantee to be signed and sealed and to be valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By-Laws. Dated: August 5, 1997 at 7:30 A.M. Countersigned by: Jf iM.£^Officer or Agentr—-fl Insurance (corporation By: * 4. U Prwkient Secretary. ISSUING OFFICE: LAWYERS TITLE COMPANY 4542 Ruffner Street, Suite 200 San Diego, CA 92111 SUBDIVISION GUARANTEE CLTA Guarantee Form No. Revised 4-10-75 14 SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 231335-05 EXHIBIT "A" SIGNATURES FOR MAP: Pacific View Ltd., a Nevada limited liability company, as owner. 1. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: COMMERCIAL CENTERS, INC. BY DOCUMENT(S) RECORDED: AUGUST 19, 1957 IN BOOK 6713, PAGE 352 OF OFFICIAL RECORDS 2. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CARL L. BERNHARDT AND LLEWELLYN R. BERNHARDT BY DOCUMENT(S) RECORDED: AUGUST 25, 1961 AS FILE/PAGE NO. 148549 OF OFFICIAL RECORDS 3. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FILE/PAGE NO. 249982 OF OFFICIAL RECORDS 4. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FILE/PAGE NO. 249983 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 231335-05 SIGNATURES FOR MRP (continued) 5. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY EE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: JULY 10, 1986 AS FILE/PAGE NO. 86-284294 OF OFFICIAL RECORDS 6. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: DECEMBER 4, 1987 AS FILE/PAGE NO. 87-671636 OF OFFICIAL RECORDS 7. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: KENNETH R. DABBS AND CAROLYN L. DABBS BY DOCUMENT(S) RECORDED: JUNE 7, 1991 AS FILE/PAGE NO. 91-0273455 OF OFFICIAL RECORDS 8. TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMED BELOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436457 OF OFFICIAL RECORDS TRUSTEE: FIRAT AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: HILTON E. STINE AND MILDRED R. STINE, TRUSTEES UNDER DECLARATION OF TRUST DATED DECEMBER 21, 1976 SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14- Revised 4-10-75 Order No.: 231335-05 SIGNATURES FOR MAP (continued) TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMED BELOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436458 OF OFFICIAL RECORDS TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: DALJIT S. SARKARIA AND ELAINE SARKARIA, HUSBAND AND WIFE ASSIGNEE: WELLS FARGO BANK, AS ASSIGNEE UNDER ORDER RECORDED MARCH 29, 1996 AS FILE/PAGE NO. 1996-0156699 OF OFFICIAL RECORDS SUBDIVISION GUARANTEE CLTA Guarantee Form No. 14 Revised 4-10-75 Order No.: 231335-05 EXHIBIT "B" The map hereinbefore referred to is situated In the State of California, County of San Diego, and is a subdivision of: All that portion of the Northwest quarter of the Southwest quarter of Section 32, Township 11 South, Range 4 West, San Bernardino Base and Meridian, in the City of Carlsbad, County of San Diego, State of California, according to the Official Plat thereof, described as follows: Beginning at the Southwest comer of the Northwest quarter of the Southwest quarter of said Section 32; thence South 89° 12'20" East along the Southerly line thereof, 990.04 feet to the Southeast corner of land described in Deed to Carl L. Bernhardt, et ux, recorded April 9, 1931 in Book 1884, Page 123 of Official Records; thence alor^ the boundary thereof, North 00°56'20" East, 440.00 feet and North 89°12'20" West, 462.67 feet; thence South 00°47'40" West, 106.09 feet; thence South 45047'40" West, 152.84 feet; thence North 44°12'20" West, 114.14 feet; thence North 66°42'20" West 74.38 feet; thence North 89°12'20" West, 38.32 feet; thence North 00°47'40" East, 105.00 feet, more or less, to the intersection with the boundary of said Earnhardt's land; thence along the boundary of said land, North 89°12'20" West, 50.00 feet; North 00°56'20" East, 240.00 feet; and North 89°12'20" West, 181.50 feet to the intersection with the Westerly line of said Section 32; thence South 00° 56'20" West along said Westerly line, 680.00 feet to the point of beginning. Excepting therefron that portion lying within Parcel 1, as shown on a Parcel Map filed in the Book of Parcel Maps at Page 879 in the Office of County Recorder of San Diego County on July 3, 1972. END OF SCHEDULE A Fee: Order No. Parcel Map Reference: $500.00 231335-05 Pacific View PARCEL MAP GUARANTEE SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE LIMITS OF LIABILITY, AND OTHER PROVISIONS OF THE CONDITIONS AND STIPULATIONS HERETO ANNEXED AND MADE A PART OF THIS GUARANTEE, LAWYERS TITLE INSURANCE CORPORATION, A Virginia corporation GUARANTEES The County of San Diego and any City within which the land is located, herein called the Assured, against loss not exceeding $1,000.00, which the Assured shall sustain by reason of any incorrectness in the assurance which the Company hereby gives that, according to the public records on the date stated below, 1. The title to the herein described estate or interest was vested in the vestee named, subject to the matters shown as Exceptions herein, which Exceptions ate not necessarily shown in the order of their priority; and 2. Had said Parcel Map been recorded in the office of the County Recorder of said County/ such Map would be sufficient for use as primary reference in legal descriptions of the parcels within its boundaries. IN WITNESS WHEREOF, the Conpany has caused the Guarantee to be signed and sealed and to be valid when countersigned by an authorized officer or agent of the Conpany, all in accordance with its By-Laws. Dated: February 11, 1998 at 7:30 A.M. 10 poration Authorized Officer or Agent //I/nPresident ISSUING OFFICE: LAWYERS TITLE COMPANY 4542 Ruffner Street, Suite 200 San Diego, CA 92111 CLTA Guarantee Form No. Part 1 January 13, 1978 23 CLTA Guarantee Form No. 23 Part 2 OfcDER NO.: 231335-05 The estate or interest in the land hereinafter described or referred to covered by this Guarantee is: a fee Title to said estate or interest at the date hereof is vested in: Pacific View Cctmiunities LLC., a California Limited Liability Company The land included within the boundaries of the Parcel Map hereinbefore referred to in this Guarantee is situated in the County of San Diego, State of California, and is described as follows: PLEASE SEE DESCRIPTION ATTACHED CLTA Guarantee Form No. 23 Part 2 (continued) Order No.: 231335-05 LEGAL DESCRIPTION: All that portion of the Northwest quarter of the Southwest quarter of Section 32, Township 11 South, Range 4 West, San Bernardino Base and Meridian, in the City of Carlsbad, County of San Diego, State of California, according to the Official Plat thereof, described as follows: Beginning at the Southwest comer of the Northwest quarter of the Southwest quarter of said Section 32; thence South 89°12'20" East along the Southerly line thereof, 990.04 feet to the Southeast comer of land described in Deed to Carl L. Bemhardt, et ux, recorded April 9, 1931 in Book 1884, Page 123 of Official Records; thence along the boundary thereof, North 00°56"20" East, 440.00 feet and North 89°12'20" West, 462.67 feet; thence South 00°47'40" West, 106.09 feet; thence South 45°47'40" West, 152.84 feet; thence North 44°12'20" West, 114.14 feet; thence North 66°42'20" West 74.38 feet; thence North 89°12'20" West, 38.32 feet; thence North 00°47'40" East, 105.00 feet, more or less, to the intersection with the boundary of said Bemhardt's land; thence along the boundary of said land, North 89° 12'20" West, 50.00 feet; North 00°56'20" East, 240.00 feet; and North 89°12'20" West, 181.50 feet to the intersection with the Westerly line of said Section 32; thence South 00°56'20" West along said Westerly line, 680.00 feet to the point of beginning. Excepting therefrom that portion lying within Parcel 1, as shown on a Parcel Map filed in the Book of Parcel Maps at Page 879 in the Office of County Recorder of San Diego County on July 3, 1972. END OF SCHEDULE A CLTA Guarantee Form No. 23 Part 2 (continued) Order No.: 231335-05 EXCEPTIONS: Pacific View Communities, LLC, a California limited liability company, as owner. 1. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: COMMERCIAL CENTERS, INC. BY DOCUMENT(S) RECORDED: AUGUST 19, 1957 IN BOOK 6713, PAGE 352 OF OFFICIAL RECORDS 2. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CARL L. BERNHARDT AND LLEWELLYN R. BERNHARDT BY DOCUMENT(S) RECORDED: AUGUST 25, 1961 AS FILE/PAGE NO. 148549 OF OFFICIAL RECORDS 3. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FILE/PAGE NO. 249982 OF OFFICIAL RECORDS 4. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF'CARLSBAD BY DOCUMENT(S) RECORDED: OCTOBER 29, 1971 AS FILE/PAGE NO. 249983 OF OFFICIAL RECORDS Order No.: 231335-05 EXCEPTIONS (continued) 5. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: JULY 10, 1986 AS FILE/PAGE NO. 86-284294 OF OFFICIAL RECORDS 6. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: CITY OF CARLSBAD BY DOCUMENT(S) RECORDED: DECEMBER 4, 1987 AS FILE/PAGE NO. 87-671636 OF OFFICIAL RECORDS 7. EASEMENTS: THE SIGNATURE OF THE PARTY NAMED HEREINAFTER AS OWNER OF THE INTEREST SET FORTH, MAY BE OMITTED UNDER THE PROVISIONS OF SECTION 66436, SUBSECTION (a)(3)(A)(i) OF THE SUBDIVISION MAP ACT, THEIR INTEREST IS SUCH THAT IT CANNOT RIPEN INTO A FEE TITLE AND SAID SIGNATURE IS NOT REQUIRED BY THE LOCAL AGENCY. NATURE OF INTEREST: EASEMENT OWNER: KENNETH R. DABBS AND CAROLYN L. DABBS BY DOCUMENT(S) RECORDED: JUNE 7, 1991 AS FILE/PAGE NO. 91-0273455 OF OFFICIAL RECORDS 8. TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMED BELOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436457 OF OFFICIAL RECORDS TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: HILTON E. STINE AND MILDRED R. STINE, TRUSTEES UNDER DECLARATION OF TRUST DATED DECEMBER 21, 1976 Order No.: 231335-05 EXCEPTIONS (continued) 9. TRUST DEEDS: THE SIGNATURE OF ONE OF THE PARTIES NAMED BEUOW WILL BE REQUIRED AS TRUSTEE OR BENEFICIARY UNDER DEED OF TRUST RECORDED: SEPTEMBER 29, 1995 AS FILE/PAGE NO. 1995-0436458 OF OFFICIAL RECORDS TRUSTEE: FIRST AMERICAN TITLE INSURANCE COMPANY, A CALIFORNIA CORPORATION BENEFICIARY: DALJIT S. SARKARIA AND ELAINE SARKARIA, HUSBAND AND WIFE ASSIGNEE: WELLS FARGO BANK, AS ASSIGNEE UNDER ORDER RECORDED MARCH 29, 1996 AS FILE/PAGE NO. 1996-0156699 OF OFFICIAL RECORDS