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Home My WebLink AboutCUP 01-10; SPRINT VONS 307; Conditional Use Permit (CUP)• CITY OF CARLSBAD • LAND USE REVIEW APPLICATION 1) APPLICATIONS APPLIED FOR: (CHECK BOXES) '' (FOR DEPARTMENT IFOR DEPARTMENT USE ONLY! USE ONLY) D D '•, Administrative Permit -2nd Planned Industrial Permit Dwelling Unit D Administrative Variance D Planning Commission Determination D Coastal Development Permit D Precise Development Plan ~ Conditional Use Permit ,.:_. u.p Ot-10 D Redevelopment Permit D Condominium Permit IZ1 Site Development Plan 5D \) 7 ~ -03Cff D Environmental Impact D Special Use Permit Assessment D General Plan Amendment D Specific Plan D Hillside Development Permit D =fentati'il'e Paree! Map Obtain from Engineering Department D Local Coastal Plan Amendment D Tentative Tract Map D Master Plan D Vatiance D Non-Residential Planned Development D Zone Change D Planned Development Permit D List other applications not specified 2) ASSESSOR PARCEL NO(S).: 21~-\'Z.4.-\1 3) PROJECT NAME: 4) BRIEF DESCRIPTION OF PROJECT: 5) OWNER NAME (Print or Type) 6) APPLICANT NAME (Print or Type} COMPA.SS TELECC>IV\ <;;;e-R.\f\CT:'S o~ 5EftAu=. cw Sp(<?.lt~ft" 'PCS MAILING ADDRESS MAILING ADDRESS hl'T~~'BERIJlcCHA~I? 41~-'(57-110~ SA.bS Mo~e\.\OU.SE" Det\J€' =t:tzfp5 CITY AND ST A TE ZIP TELEPHONE CITY AND ST ATE ZIP TELEPHONE S;i...~DH:<;o, CJ\ qz.\Z. \ -g5 8'-,Z3-Z 8''[q t CERTIFY THAT 1 AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND KNOWLEDGE. CORRECT TO THE BEST OF MY KNOWLEDGE. ~~l\-'-:,-2.4'-0 l SIGNATURE DATE SIGNATURE DATE 7) BRIEF LEGAL DESCRIPTION NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED. MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION BE FILED, MUST BE SUBMITTED PRIOR TO 4:00 P.M. Form 16 PAGE 1 OF 2 • • 8) LOCATION OF PROJECT: STREET ADDRESS ON THE SIDE OF I LA COSTA. A'llENU.t (NORTH, SOUTH, EAST, WEST) EA."ST OF -BETWEEN--AND (NAME OF STREET) 9) LOCAL FACILITIES MANAGEMENT ZONE 10) PROPOSED NUMBER OF LOTS EJ11) NUMBER OF EXISTING ~ 12) RESIDENTIAL UNITS 13) TYPE OF SUBDIVISION ~14) PROPOSED IND OFFICE/ ~ 1 5) SQUARE FOOTAGE 16) PERCENT AGE OF PRO PO SEO ~17) PROPOSED INCREASE IN B 18) PROJECT IN OPEN SPACE ADT 19) GROSS SITE ACREAGE ~20) EXISTING GENERAL 021) PLAN 22) EXISTING ZONING ~23) PROPOSED ZONING ~ (NAME OF STREET) (NAME OF STREET) PROPOSED NUMBER OF RESIDENTIAL UNITS PROPOSED COMM SQUARE FOOTAGE PROPOSED SEWER USAGE IN EDU PROPOSED GENERAL PLAN DESIGNATION r;J ~ r~A 1 [;] 24) IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS, DESIGN REVIEW BOARD MEMBERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE -g ~( .. - SIGNATURE FOR CITY USE ONLY FEE COMPUTATION APPLICATION TYPE FEE REQUIRED TOT AL FEE REQUIRED DATE FEE PAID Form 16 RECE1VED JUN 2 9 2001 CtTY OF CARLSBAD DAT li Gl9£~1f!.RECEIVED RECEIVED BY: RECEIPT NO. PAGE 2 OF 2 ·-CITY OF CARLSBAD ·-LAND USE REVIEW APPLICATION 1) APPLICATIONS APPLIED FOR: {CHECK BOXES) !FOR DEPARTMENT IFOR DEPARTMENT USE ONLYI USE ONLY) D Administrative Permit -2nd D Planned Industrial Permit Dwelling Unit D Administrative Variance D Planning Commission Determination D Coastal Development Permit D Precise Development Plan ~ Conditional Use Permit (U.PO I-Io D Redevelopment Permit D Condominium Permit IZl Site Development Plan SOP 7$-03(/~} D Environmental Impact D Special Use Permit Assessment D General Plan Amendment D Spec1f1c Plan D Hillside Development Permit D =fentet1'1!'e Pernel Me13 Obtain from Engineering Department D Local Coastal Plan Amendment D Tentative Tract Map D Master Plan D Variance D Non-Residential Planned Development D Zone Change D Planned Development Permit D List other applications not specified 2) ASSESSOR PARCEL NO(S).: 2 I l£,-\'Z.'L-\1 3) 4) PROJECT NAME: BRIEF DESCRIPTION OF PROJECT: 5) OWNER NAME (Print or Type) A · v·e_ ~ t/ s o 5 t. e MAILING ADDRESS i '-~ S _ df f· ~'(;(_ •7'.~ c Av( f v, /-c tf 1 I CITY AND ST A TE ZIP TELEPHONE I CERTIFY THAT I AM THE LEGAL OWNER AND THAT A L THE ABOVE INFORMATION IS Tj\UE AND CORRECT TO THE BEST OF MY K~~S- SJGNATURE ~ ~(?fie I ' 6) APPLICANT NAME {Print or Type) C.oMPhss TELEC.OIV\ <3cR:vlc:eS o~ SEHAU:. OF S?R\~\" 'PC~ MAILING ADDRESS l\rT~~ 131:21.Ju:CHA~E" '2i'i-'i'S7-HO~ SA.bs Mot2eHousi: D~l\Jf; :ttztPS CITY AND STATE ZIP '5A..~b\e-bo, CA. '12\Z. \ TELEPHONE <g5 g-.,z3-z 8''i'i SIGNATURE DATE 7) BRIEF LEGAL DESCRIPTION PoR."\\o~ of'-P~f<!..CeL.. B, 'PA~Ce-L. M4\P 1028'3 Dev 01053 NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED, MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION BE FILED. MUST BE SUBMITTED PRIOR TO 4:00 P.M. Form 16 PAGE 1 OF 2 of ~arlsbad 14r;1.1.11.1.1 •l4·i=• ;1, ,t4 .s1 'S'PR.u.SI Voto.JS 3Q7 DISCLOSURE STATEl\IENT Applicant's statement or disclosure of certain ownership mterests on all applicauons which will require discretionary action on the part of the City Council or any appomted Board. Commission or Commmee. The followmg mfonnation .MUST be disclosed at the time of application subminal. Your pro3ect cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm. co-partnership, joint venture, assoc1auon, social club. fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county. city and county, city mumcipality, district or other political subd1vis1on or any other group or combination acting as a W1tt.'' Agents may sign this document; however, the legal name and ennry of the apphcant and propert)' OY.'ller must be provided below. I. APPLIC.Al\1 (Not the applicant's agent) 2. Provide the COMPLETE, LEGAL names and addresses of ALL persons havmg a financial interest m the application. If the applicant includes a corporation or partnership. mclude the names, title, addresses of all individuals ownmg more than I 0% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON- APPLICABLE (NIA) IN THE SPACE BELOW If a publiclv-owned corporation. include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person ____________ _ Corp/Part. _____________ _ Title ____________ _ Title _______________ _ Address. ____________ _ Address ______________ _ O\VNER (Not the ov.ner's agent) Provide the COMPLETE. LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e, partnership, tenants in common, non-profit, corporation, etc.). If the ov.nership includes a corporation or partnership, include the names, title, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NI A) IN THE SPACE BELOW. If a publicly- owned corporation. include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person. ____________ _ Corp/Part. __ ~_,,..·_. __ ~-'-------- Title ____________ _ Tit1e ______________ _ Address ___________ _ Address ______________ _ 1635 Faraday Avenue • Carlsbad, CA 92008-73'14 • (760) 602-4600 • FAX (760) 602-8559 @ ·~ity of ~rlsbad I :ltfJ,l.O,f.i •l4·i=1 ;4, .14,\j SP~1..,:)T vo~s. 307 DISCLOSURE STATE.l\1ENT Applicant's statement or disclosure of certam ov.'llership interests on all apphcauons whi.ch will reqmre discretionary action on the part of the City Council or any appointed Board. Commission or Comminee. The following information MUST be disclosed at the time of application subminal. Your pro3ect cannot be reviewed until this information is completed. Please print. Note; Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club. fraternal organization, corporation, estate, ttust. receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit.'" Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICAJ\'T (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a comoration or partnership. include the names, title, addresses of all individuals owning more than I 0% of the shares. IF NO INDIVIDUALS OWN MORE THAN I 0% OF TIIE SHARES, PLEASE INDICATE NON- APPLICABLE (NIA) IN THE SPACE BELOW If a publiclv-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) ~. c. MJ\.-ss. e-"'i Person Co...,, pA:S-& D Lt=Co~ S 'E2..\1 \C. E'".S Corp/Pffi"I: Co>< PCS Ass~ , L LC... Title. _______________ _ Address 2110 Ni:i..lM~Q.k:.ET Pt:::c.o'f.:itz.oe:.Address 4~~3 CHA..~\" l>R\\)G =lttoo N'\1>.Q.let\A, GA "?:,ooC..7 'PLe,..~..-.~"t"c.~, CA..., '\~S~ g" 2. O\VNER (Not the owner's agent) Provide the COMPLETE, LEGAL names and_addresses q.f ALLpersons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e, partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, title, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN I 0% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NIA) IN THE SPACE BELOW. If a publicJy- owned comoration, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person -------------Corp/Part _____________ _ Title ---------------~ Title ____________ _ Address -------------Address ______________ _ 1635 Faraday Avenue• Carlsbad, CA 92008-7314 • (760) 602-4600 • FAX (760) 602-8559 @ ______ • ~---~'"-' ,i.._,n. • ''--'·~ \_Jl<. 1 l(L'~ J lf any person -·d pursua?1 lo ( l) or (1) ~bove 1s a n•rl oreaniz:won or a rrusi. Ii:;: inc names and addresses of Am person serving as an officer or d1rec1or of the non-prl1fi: organization or as trnstee or bcneficiarv of the N~n Profit/Trust / -Non Profit·Trust / Title / Title -----z--------Addr_e_s_s_~~~~~~~~~~~~~~~/~:~~~~~~~~~-Addr_e_s_s~~~~~~~~~~~~~~~/~:~~~~~~~~~~~~~= 4. Have you had more than $250 worth of business transacted wuh any member of Cny s1atT. Boards, Comm1ss1ons, Committees and/or Council within the past twelve (12) months? 0Yes ~No If yes, please indicate person(s): _______________ _ NOTE: Ana ch additional sheets if necessary. I certify that all the above mfonnation 1s true and correct to the best of my knowledge. Signature of owner/date Signature of applicant/date Pnnt or type name of owner Pnnt or type name of applicant b~l1-.-s-2 :::i-a \ S11?1rnture of o.wner/appl!cant's agent if applicable/date ~ER...:OfA..l'\.t::::, L. Ctt-A.Sb", A1(i>l L'"-~l::> cJsi:-1=t ..... .::.,.:>e;Ji2~ Col"\PP\SST&LFCOM Se~~lCt:'S Fo1t. s~~"·~•"f>c.s Print or type name of owner/applicant's agent H:ADMIN\COUNTER\DISCLOSURE STATEMENT 5/98 :Sf'R1...s I \f 01\:l~ 307 Page 2 of 2 . ,, ... :>. 4. --If any person identified pursuant to ( 1 ) or (2) above 1s a nonprofit orgamz:mon or a trust. Ii~! riH: names and addresses of A.J\.11' person serving as an officer or director of the non-protit organization or as trµstee or beneficiary of the. Non Profit/Trust Non Profit.Trust ___________ _ Title ____________ _ Title ----------------Address ____________ _ Address ______________ _ Have you h;id m e than $250 worth of business transacted with any member of City staff. Boards, Cammi 10ns, Committees andJor Council withm the past twelve ~12) months? ' D Yes No If yes, please indicate person(s): ______________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of owner/date Signature of applicant/date Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if a Print or type name of owner/applicant's agent H:AOMIN\COUNTER\OISCLOSURE ST A TEMENT 5198 SPn.l~T \JONS.3l'J Page 2 of 2 , .. City of C'arlsbad ■ :;.ma,1 1 ,t·■ •JJ•tia ◄, ,t4 ,,, HAZARDOUS WASTE AND SUBSTANCES STATEMENT Consultation Of Lists of Sites Related To Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Wastes and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): J8I The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. D The development project and any alternatives proposed in this application are contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT PROPERTY OWNER Name: Address: CoMPI\SSTe-LeCOIV\ Se:12.\l\C.~S , / C'\:l ~HA.Lt= 01"-S'PR.l~I Pc~ Name:l(Zvve. Tu vf:.<;JVy~ I l. (_ • c.. • S 4 (c,5 MDR£fl::\QUS6" DR1\l1= :#us Address: 2--Z..f" J, tl/era.A~c Aw 5A~ DLE'G~ l CA 'i2.l 2. I f. PhoneNumber: ~S~-b23-2-&qq Address of Site: _ ___J_1.....11ul-=0=--='""e....!,L.,:__C:=.!.._,:......:..:M~\ ~:...:...=o__.:_'R=E"..:...f\.i.:L=----------------- Local Agency (City and County): ______ -___________________ _ Assessor's book, page, and parcel number: ___ 2._lCo_-_l '2.._L\_-_l 1___,__ _____________ _ Regulatory Identification Number: _________________________ _ Applicant Signature/Date Adrnin/CounteriHazWaste 1635 Faraday Avenue • Carlsbad, CA 92008-7314 • (760) 602-4600 • FAX (760) 602-8559 @ CITY LIST 04/15/98 STREET NBR ---------------5600 1044 1044 571 920 2100 2500 2545 2545 2590 7654 3701 405 2160 2210 2210 850 850 899 5335 5434 801 2615 2779 April, 1998 STATE OF CALIFORNIA HAZARDOUS WASTE AND SUBSTANCES SITES LIST OTSC FACILITY INVENTORY DATA BASE '~···.· ---,~ ------,,~-- '• PGM: CALEPAS PAGE 37 HAZARDOUS WASTE ANO SUBSTANCES SITES LIST SORT BY CITY, ST NAME, ST NBR STREET NAME CITY ZIP FACILITY NAME co REG BY -REG ID -----------------------------------------------------------------------------------------------------AVENIDA ENCINAS CARLSBAD 920080000 UNISYS CARLSBAD 37 WBC&O 9 000084N94 CARLSBAD VILLAGE CARLSBAD 92008 CHEVRON SERVICE STATION 37 LTNKA 9UT1000 CARLSBAD VILLAGE CARLSBAD 92008 CARLSBAD CHEVRON 37 LTNKA 9UT2801 CARLSBAD VILLAGE CARLSBAD 93164 ITT CONTINENTAL BAKING C 37 LTNKA 9UT2611 CARLSBAD VI L"LAGE CARLSBAD 92008 GASCO SERVICE STATION 37 LTNKA 9UT2724 COSTA DEL MAR CARLSBAD 92009 LA .COSTA HOTEL &.SPA 37 LTNKA 9UT242 EL CAMINO REAL CARLSBAD 92008 CHEVRON SERVICE STATION N 37 LTNKA 9UT685 EL CAMINO REAL CARLSBAD FIRESTONE 37 LTNKA 9UT1813 EL CAMINO REAL CARLSBAD J.C.PENNYS AUTO CENTER 37 LTNKA 9UT 117 EL CAMINO REAL CARLSBAD 92008 SHELL OIL SERVICE STATION. 37 LTNKA 9UT2241 EL CAMINO REAL CARLSBAD 92008 WALTS ARCO SERVICE STATIO 37 LTNKA 9UT1503 HAYMAR CARLSBAD 920080000 SOUTH COAST MATERIALS 37 LTNKA 9UT3452 OAK CARLSBAD 92008 PUBLIC WORKS YARD 37 LTNKA 9UT1950 PALOMAR AIRPORT CARLSBAD 920080000 PALOMAR AIRPORT 37 LTNKA 9UT2041 PALOMAR AIRPORT CARLSBAD 92008 MCCLELLAN-PALOMAR AIRPORT 37 LTNKA 9UT2227· PALOMAR AIRPORT CARLSBAD 92008 FLIGHT INTERNATIONAL 37 LTNKA 9UT846 PALOMAR AIRPORT CARLSBAD 92008 PEASOUP ANDERSON/UNIONS/ 37 LTNKA 9UT394 PALOMAR AIRPORT CARLSBAD 92008 CARLSBAD PROPERTIES, LTD 37 LTNKA 9UT1953 PALOMAR AIRPORT CARLSBAD MOBIL OIL STATION 37 LTNKA 9UT1498 PASEO DEL NORTE CARLSBAD 92008 WESELOH CHEVROLET 37 LTNKA 9UT 1183 PASEO DEL NORTE CARLSBAD 920080000 NORTH COUNTY LINCOLN MERC 37 LTNKA 9UT3254 PINE CARLSBAD 92008 CARLSBAD UNIFIED SCHOOL 37 LTNKA 9UT1080 STATE CARLSBAD 920080000 PAUL'S AUTOMOTIVE 37 LTNKA 9UT3043 STATE CARLSBAD 92008 NORTH COUNTY TRANSIT 37 LTNKA 9UT3065 \ • PROJECT DESCRIPTION I EXPLANATION PROJECT NAME: Sprint Vons Site 307 Communications Facility APPLICANT NAME: COMPASS Telecom Services, on behalf of Sprint PCS Please describe fully the proposed project. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statement regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: The proposed telecommunications facility consists of installing a total of nine antennas inside "windows" on the bell tower, and installing equipment within the base of the bell tower. The antennas will face approximately east, north, and west, and will be located inside windows covered with fiberglass and grey mesh screening. The equipment will be at the ground level of the structure. The structure will not contain any other useable floor area. The structure has been designed to provide architectural consistency with another bell tower at the shopping center. Although consistent with each other, the towers are not identical because the other tower is attached to a two-story building, and because of the intent to make the antennas invisible. The base of the proposed bell tower is slightly larger than the upper portion of the tower. Sprint's standard equipment installation configuration was revised from a typical configuration occupying about 300 square feet, to this configuration occupying 256 square feet, a fifteen percent reduction is size, to accommodate aesthetic concerns about architectural consistency. The height of the proposed bell tower is 42 feet. This is permitted within the C-1-1 zone as part of the Site Development Plan Amendment because this is an architectural feature that does not function to provide usable floor area, does not accommodate ordinary building equipment such as rooftop HVAC machinery, does not have an adverse impact on adjacent properties since it is next to a hillside that rises well above the height of the bell tower, and because the extra height is necessary to ensure that the facility utilizes a design consistent with aesthetic features within the shopping center. The bell tower is proposed because it is an alternative that provides a greater degree of "stealth" than a monopole, monopalm, or monopine. The bell tower accommodates a needed communication facility with making the facility visible as a communication facility. Existing pepper trees have been retained where possible, and the front elevation will be reduced in apparent bulk by such a tree. That tree is about fifteen feet in height, and its position will reduce the visibility of the bell tower. This is particularly true for persons viewing the structure from La Costa Avenue. It is intended that a landscape plan will be provided as a condition of approval, the purpose of which will be to provide additional pepper trees to further minimize the bulk of the bell tower. Additionally, the access xeriscape would be articulated within that plan. Architectural elements have been provided on the three sides of the bell tower that will be visible. The fourth side, facing south, will generally not be visible because of the hill adjacent to it and the trees on that hill. The architectural elements include arched "windows" and a design treatment at mid-height to reduce the scale of the bell tower. Access will be from a gravel/xeriscape area on the north side of the bell tower. This will provide both access and additional landscaping. ·- l,£1TER OF +ul1i0111ZATlO~ APPLICATION FORZONING/l..ANO USE ENTITLEME!NTS Site Number: S054XC307 Property Addnt"'..s: 7720 El C".amino Real, Carlsbad, CA 92009 Assessor's Parcel Number: 216-.124-17 9494756949 P.02"0:2 ~4~9 P.04/04 I. -f"~ Le....u '.S . owner!Oli\ner's representative of the at:ove described propert"f. au1h0ri.!e Cox PCS Assets. LLO •• or their agent. to act as an agent en my behalf for tt'le sole purpose of cons1Jmmating any building or land-use applications Tiecassary to ensute Cox's abiiity :a use the prope:fy fo; ttle pt.:rpo.se of ccns.'tTt.lct!ng and operating a communicaticms facility. I u~e1"£tand that this appfcation may be denied. modified. or approved lllfitti condittons, and that such conditions or modifications must be compl:ed with prior to issi.:ance of t>t.lildir.g permits, I furt/'ter und&IS!.and that 3ignillg this aufhori:mtion i& net to be construed as a commitme-nt of any kind, and that ell land-ustt approval$ obtalntJd wiJJ be subjer:t to the succeS!fu' completion of lease nsgo'tiat.ions and my app"Dvaf of the project site plam1. S1gnat.Jre of Property OWner(s)iOwner's Reprt:sentativc: Jin.~ f i@.11-, t0v16:tJ .--3. c. <!. c.. Cate: PWSE NOTARIZE ) )S5 k "'p n_f if,. ()w,, LC .f;;J~r-fua, (. !.. c.. • frt1J/A~1 ~ f/J.e111kt. On 6 .. /I--Ql ·-before ma. the undensigned, a Notaty Public in a"d tor said County and State: parsonally~ar~d -T'E.,4. L'1h #.: 1 A1 L11:J-, ~ tn..,.,, t e..c $"-.a ,... , ·e; I~ AJti·..scPi '=< S-· <., oerscna:ly known to me (or proved ta me on the bas~of satisfactor;' dvidence) to be the persan(s) whose rame(s) is/are subscribed to the Within :nstn.iment anct ack.11owledgad to me that he/she/they exea;ted tie same in ri~r/t.~eir authorized capacity(ies}, and t"iat by hiS/her/thair $lgnature(s) on the lrtStrumel'lt the i:erson(s). or the entity ..ipon behalf of ·Ntt;ch the person{s) acted, exec:uted the instrument. hand and offieial sa:al. BARBARA M. GREUB. ftotaJy "1tblic ·-State of M!sSCUll Co~o'StC~ ~~~:;:;~~4.!J.'..!...,Jsl4~-----My Comnr~on &p;resPIC~.- JUL. 2 7. 2 0 G 0 1 0 : 2 7 AM July 27, 2000 To Whom It May Concern: NU. j j I j r. L ·- Sprint PCSSM WEST REGION ORANGE/RIVERSIDE/SAN BERNARDINO/VENTURA 4683 Chabot Drive, Suite 100, Pleasanton, CA 94568 Phone: (925) 468-7357 office/ FAX: (925} 466-7826 This letter is confinnation that Compass Telecom Services has authorization to submit applications on Sprint PCS's behalf. Compass Telecom Services is contracted by Sprint PCS as a telecommunications site acquisition and development firm. However all pennits are to be issued in the name of Sprint PCS. Should you have any questions and or concerns, please do not hesitate to give me a call. Sincerely, George Ghantous Site Development Manager Sprint PCS ENVIRONMENTAL IMPACT ASSESSMENT FORM-PART I (TO BE COMPLETED BY THE APPLICANT) CASE NO: ________ _ DATE RECEIVED: ________ _ (To be complete<I by staff) BACKGROUND 1. 2. CASE NAME: __ S----'-P_,,g..:..;1....:t-l_"t_V_o_~_s...c,_,,,;:3:;....C_,.;,,1_T_e....:L....:E,,;:;,CP_M..,,;,:_,;M=U~~\C....:f..T;,,.;.,,,:,,;l~:;..__s_F_A_c,..;;.,\ .....;,L.....;.,,\,_'-.....;,/_ APPLICANT: Cor--\P~Te-LECOM Se:R.lllC.G"S oA sE't\A'-F o"" Sl'"R,~r 'PCS 3. ADDRESS AND PHONE NUMBER OF APPLICANT: ATT~~ 'BE"g~11f Ck\~§6" '119-&i?-ll Olo 54<oS Mo'2.E\,\OI..\.SE 'l)R,1\)f' ~2,s) s~~ 'tHE"G-0,CA 'i2.IZ..I. ~si'-loZ3-ZgCJq 4. PROJECT DESCRIPTION: ----------------------- SUMMARY OF ENVIRONMENT ALF ACTORS POTENTIALLY AFFECTED: Please check any of the environmental factors listed below that would be potentially affected by this project. This would be any environmental factor that has at least one impact checked "Potentially Significant Impact," or "Potentially Significant Impact Unless Mitigation Incorporated" in the checklist on the following pages. D Land Use and Planning D Population and Housing D Geological Problems □water D Air Quality D Transportation/Circulation D Biological Resources D Public Services D Utilities & Service Systems D Energy & Mineral Resources D Aesthetics OHazards ONoise D Cultural Resources D Recreation D Mandatory Findings of Significance 1 Rev. 03/28/96 S'Ptl.,~, \10..:):::. 30l Issues (and Supporting Infom1ation Sources): (Supplemental documents may be referred to and attached) I. LAND USE AND PLANNING. Would the proposal:. Potentially Significant Impact Potentially Significant Unless Mitigation Incorporated a) Conflict with general plan designation or zoning? D D (Source #(s): (§2.le+ set:,, (ao~1~6-U>Der) b) Conflict with applicabie environmental plans or D D policies adopted by agencies with jurisdiction over the project? (~•..Or.-Co.I)<?" ) c) Be incompatible with existing land use in the vicinity? D D ( O&S~ "°''T\CN ) 'fbC't\~ o~ ")( ET~c.SHOPl"I I,:\ 6-CTF- d) Affect agricultural resources or operations (e.g. impacts D · D to soils or farmlands, or in1pacts from incompatible . land uses? (08Sc(a)P,.T,~ ) ~o~e-IN \IICl~lT'f e) Disrupt or divide the physical arrangement of an D D established community (including a low-income or minority community)? (o~,._~) 'Pc=:>P..T~ c:>F 6°)(.lSJl~ St\Of»PL~&-C.T~ ~/ ~o Cl\ .... ~64!' TO ~PE"~ P~"l'TE~ c:>1'. ._CL~ II. POPULATION AND HOUSING. Would the proposal: a) Cumulatively exceed official regional or local D D population projections? ( ~T tz.es• L ) b) Induce substantial growth in an area either directly or D D indirectly ( e.g. through projects in an undeveloped area or extension of major infrastructure)? ( ~, (2.51 L) c) Displace existing housing, especially affordable D D housing? ( O~ell.11 ""1"\~ Pc(.l."'no~ 01=-E°)(lS"tu~c,.. "S~'i'i"u~er cr(L III. GEOLOGIC PROBLEMS. Would the proposal result in or expose people to potential impacts involving: a) Fault rupture? (P12o~£CT' 1$ i.5h s~."t:T. ,~s,i;':) b) Seismic ground shaking? ( PR. cy ) c) Seismic ground failure, including liquefaction? ( 'Pea. ~ ) d) Seiche, tsunami, or volcanic hazard? ( 'Pt:n. a... ) e) Landslides or mudflows? ( Pe;cz.. Q.. f) Erosion, changes 111 topography or unstable soil conditions from excavation, grading, or fill? ('Pell. a.. ) 1)~e-c.T ~T ~ OF l\tl.l. g) Subsidence of the land? ( P~2. Q... ) h) Expansive soils? ( 'P E"(2.. q__ ) i) Unique geologic or physical features? ( 'Pl:12-~ ) IV. WATER. Would the proposal result in: a) Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff? ( 'Pea. :m::. CL ) b) Exposure of people or property to water related hazards such as flooding? ( f>E"P-Jil:c;.. ) c) Discharge into surface waters or other alteration of surface water quality ( e.g. temperature, dissolved oxygen or turbidity)? ( ,-\& t>~C\\"'-IZ-<:lli) 4 □ □ □ □ □ □ □ ·□ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than No Significan Impact t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Rev. 03/28/96 Issues (and Supporting Infonnation Sources): (Supplemental documents may be referred to and attached) "S "P fi!. I 1-:) 'T \IO,.:) S. ~ 0 7 d) Changes in the amount of surface water in any water body?(~ l>\'SC"t..(l{,,e j ).ldT" I~ u.lt\TE'2 e) Changes in currents, or the course or direction of water movements?(~ ~ ~"'"t"~u.J>E: t) Changes in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability? ( ~S'-''&Sr"-~'-G-~si..b\.~ C:,- g) Altered direction or rate ·of flow of groundwater? (l\~"'i F~I'-\. }::)(.lsrat-)6-D~~~t..<:,e- h) Impacts to groundwater quality? ( 'PEI<. III , ) i) Substantial reduction in the amount of groundwater otherwise available for public water supplies? ( Pc;'2. lll.c. ) V. AIR QUALITY. Would the proposal: a) Violate any air quality standard or contribute to an existing or projected air quality violation? (~o Et-\\5s1o~S) b) Expose sensitive receptors to pollutants? (t->O E"t-\l$l0~ c) Alter air movement, moisture, or temperature, or cause any change in climate? ( 'Peii-m, Q... ) d) Create objectionable odors? (~o E"M.~lO~~) VI. TRANSPORTATION/CIRCULATION. Would the proposal result in: UtJMftl.~et> F,\t.\L\\"'i 1" Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ a) Increased vehicle trips or traffic congestion? D ( -¥. ) b) Hazards to safety from design features (e.g. sharp D curves or dangerous intersections) or incompatible uses '\ (e.g. fann equipment)? (~O C.~fl,i:)C..c" "ro1'-fL~ ?~-rr&'..12}::) S..,1 c) Inadequate emergency access or access to nearby uses? D ( f'l o c.~ ~~ ,-o ,\.C..c. ;;s.s ""'"'T'TE'~~) d) Insufficient parking capacity on-site or off-site? D ( :)j(_ ) e) Hazards or barriers for pedestrians or bicyclists? \ D ( ~o c.-\\1'.~E'"fo ,,_c.c..~ T°~"'ti'E~~ .J t) Conflicts with adopted policies supporting alternative D transportation (e.g. bus turnouts, bicycle racks)? ( ~o CJ-\-,.._~e--p M:.c..e:s.s ~"''"Mcli?AS) g) Rail, waterborne or air traffic impacts? D ( ~o, ..::i~A«-AA\a.. l,ljt11;,E"''2-, olt A-l(L TP-11-..~:.,0~\0N ft.1PiU>\l~f"\E'~~ VII. BIOLOGICAL RESOURCES. Would the proposal result in impacts to: a) Endangered, threatened or rare species or their habitats D (including but not limited to plants, fish, insects, animals, and birds? ('PRJ).JPCr loJl,.Q.. ~~,el:I~ E)f.C>TI.C~ b) Locally designated species (e.g. heritage trees)? D (~Mt-\0~ ,-12~ (S~l."'\) 5 Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than Significan t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ No Impact Rev. 03/28/96 Issues (and Supporting Infom1ation Sources): (Supplemental documents may be referred to and attached) S'PR l ~' Vot-:)S. 3D7 Potentially Significant Impact c) Locally designated natural communities (e.g. oak 8 forest, coastal habitat, etc.)? (l>ISN.Ct&~D i; E"JOl'lC. -1¥ltSci'J't" d) Wetland habitat (e.g. marsh, riparian and vernal pool)? ("'v.:1"'""'1 F'2-ok ~ei-L~I'.:) e) Wildlife dispersal or migration corridors? D (WIT~ t>e~et.o'f'E'l:> +$2.erA) o~l."l z.s, SQ.,FT: VIII. ENERGY AND MINERAL RESOURCES. Would the proposal? a) Conflict with adopted energy conservation plans? n (I.\SE!:» E'l..ecre.t>~lC. e:&\.l\~t ~ \ltc:C2..~ SM~lL. Sc.~ b) Use non-renewable resources in a wasteful and LJ inefficient manner? ( ~ ) c) Result in the loss of availability of a known mineral D resource that would be of future value to the region and Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ Less Than No Significan Impact t Impact □ I¼] □ ~ □ rzl □ ~ □ ® □ [Zl the residents of the State? ( ~ NO M \~ Ci"R~LS A~\'i\.it:.D i.f'.Pr20-.l~,) IX. HAZARDS. Would the proposal involve: X. a) A risk of accidental explosion or release of hazardous D substances (including, but not limited to: oil, pesticides, chemicals or radiation)? ( ) b) Possible interference with an emergency response plan D or emergency e~cuatio,11,P.la\1? bwou. L\J:\?.?..,l~Mr•u~:c:no..)) c) The creation of'"aby ~eaTth\nJzafa ~poTe'iitiaihealth hazards? (tJo "e..,L-""t\\ 9-~) ~ FSOf"IZAL t)'ETeR.f,l\u.'l"-*) d) Exposure of people to existing sources of potential D health hazards? ( * ) e) Increase fire hazard in areas with flammable brush, D grass, or trees?(~ CDM.15\AS.TlSIJ&" ~"TE"IZ-l"L-0 NOISE. Would the proposal result in: a) Increases in existing noise levels? (NO -E'k\SSlb..:>S ) □ b) Exposure of people to severe noise levels? □ ( ~o cM.LSSio.::$ XI. PUBLIC SERVICES. Would the proposal have an effect upon, or result in a need for new or altered goveflllllent services in any of the following areas: a) Fire protection? ( ) □ b) Police protection? ( ) □ c) Schools? ( ) □ d) Maintenance of public facilities, including roads? □ ( ) e) Other governmental services? ( ) □ XII. UTILITIES AND SERVICES SYSTEMS. Would the proposal result in a need for new systems or supplies, or substantial alterations to the following utilities: a) Power or natural gas? ( ) □ b) Communications systems? (IA:)0\4\.b ~1.1.e111~}a □ ~ r'i"b \:o(l. 11.)f~"~ 6 □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ ~ □ lZl □ ~ □ ~ □ ~ □ IZJ □ ~ □ lZl □ ~ □ ~ □ □ ~ □ IZ1 □ ~ Rev. 03/28/96 Issues (and Supporting Information Sources): (Supplemental documents may be referred to and attached) St> R. 11..!:), ~o..:) ~ 30 7 c) Local or regional water treatment or distribution facilities? ( ,.) A ) d) Sewer or septic tanks? ( i.:i P.. ) e) Storm water drainage? ( ~ A. ) f) Solid waste disposal? ( tJ ~ ) g) Local or regional water supplies? ( tJ A,. XIII. AESTHETICS. Would the proposal: a) Affect a scenic or vista or scenic highway? ( ) b) Have a demonstrate negative aesthetic effect? (S\11-\\1.~ll. i0 ~~l'"\tJ.,. D\riE"t.Of>t-\~~7) c) Create light or glare? ( ~o l:XfflZ.\0(2. q6-t\ i) CULTURAL RESOURCES. Would the proposal: Potentially Significant Impact □ □ □ □ □ □ □ □ XIV. a) b) Disturb paleontological resources? (l)\S.~ A'2fJA 1C J □ □ □ □ Disturb archaeological resources? ( c) Affect historical resources? ( * ) 1( d) Have the potential to cause a physical change which would affect unique ethnic cultural values? ( ~ ) e) Restrict existing religious or sacred uses within the potential impact area? ( XV.RECREATIONAL. Would the proposal: a) Increase the demand for neighborhood or regional parks or other recreational facilities? ( 1-J~ ) b) Affect existing recreational opportunities? ( ~A-) XVI. MANDATORY FINDINGS OF SIGNIFICANCE. a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? 7 □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than Significan t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ No Impact Rev. 03/28/96 Issues (and Supporting Information Sources): (Supplemental documents may be referred to and attached) St='R. qJT \J o..::)S-007 b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? c) Does the project have environmental effects which will cause the substantial adverse effects on human beings, either directly or indirectiy? XVII. EARLIER ANALYSES. Potentially Significant Impact □ □ ,,. ,,. Potentially Less Than No Significant Significan Impact Unless !Impact Mitigation Incorporated □ □ lR1 □ □ Earlier analyses may be used where, pursuant to the tiering, program EIR, or other CEQA process, one or more effects have been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). In this case a discussion should identify the following on attached sheets: a) Earlier analyses used. Identify earlier analyses and state where they are available for review. b) Impacts adequately addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. f,l~ c) Mitigation measures. For effects that are "Less than Significant with Mitigation Incorporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site- specific conditions for the project. Project was designed to avoid visual impacts by using architecture consistent with existing shopping center architecture. All features are inside the proposed structure. Placement of structure uses existing pattern of pepper trees to minimize visibility of site. Other alternatives that were deliberately NOT chosen include locating equipment cabinets outside, and installing antennas on a monopole, monopalm, or monopalm. 8 Rev. 03/28/96 SPRl~ONS 307 TELECOMMUNICATI~ FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES SECTION I -LAND USE AND PLANNING a) Conflict with General Plan designation or zoning? The site is located within the C-1-Q zone, which does not disallow telecommunications facilities. Moreover, the proposal conforms to the pertinent sections of the Zoning Ordinance regulating development within the zone as it relates to the Conditional Use Permit process. b) Conflict with environmental plans or policies? The proposed project is a relatively small project in size, is unmanned and does not generate impacts associated with additional persons at or visiting the site, is considered safe under federal regulations, and is arguably within the Class Three group of projects considered to have impacts minimal enough to be exempted from environmental review pursuant to Section 15303 of the California Environmental Quality Act Guidelines. c) Incompatible with existing land use? The existing land use is a shopping center that has another bell tower feature at in a different part of the center. The proposed tower is consistent with the architecture of that tower, and of the shopping center in general. The location of the proposed tower is next to a slope covered with trees and vegetation that will provide a backdrop for the tower. There is also an existing tree that will remain in front of the tower, and additional trees and landscaping will be provided to better incorporate the proposed tower. The closest adjacent land use is a shopping center that is currently under construction to the north. To the west is vacant land that is not likely to be developed. To the southeast are single-family residences that are separated from the site by changes in topographic elevation and distance. The site will provide an architectural feature consistent with the mediterranean architecture of the shopping center and many nearby structures, and the tower will be well below the view line from those residences. d) Disrupt physical arrangement of community? The proposed project occupies an area that is about 250 square feet in size, and is not located on a street or trail. Therefore, there is no change to the physical arrangement of the community. -Page 1 - ,.. ..... SPRl~ONS 307 TELECOMMUNICATIONS FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES SECTION II -POPULATION AND HOUSING a) Cumulatively exceed population projections? The proposed project is a telecommunications facility that is not related to housing or population. b) Induce substantial growth? The proposed project is a telecommunications facility that is not related to housing or population. c) Displacing existing housing, especially affordable housing? No housing is affected by the proposed project. Ill -GEOLOGIC PROBLEMS a) Result in or expose people to fault rupture? The proposed project is a small, unmanned telecommunications facility that uses existing improvements, and that involves neither significant alteration of landforms that could result in fault rupture, nor includes personnel that might be exposed to fault rupture. The project will neither cause, nor put people in the way of fault rupture. b) Result in or expose people to seismic ground shaking? The proposed project is a small, unmanned telecommunications facility that uses existing improvements, and that involves neither significant alteration of landforms that could result in seismic ground shaking, nor includes personnel that might be exposed to seismic ground shaking. The project will neither cause, nor put people in the way of seismic ground shaking. c) Result in or expose people to seismic ground failure, including liquefaction? The proposed project is a small, unmanned telecommunications facility that involves neither significant alteration of landforms that could result in seismic ground failure, nor includes personnel that might be exposed to seismic ground failure. The project will neither cause, nor put people in the way of seismic ground failure. -Page 2 - r SPRlth--YONS 307 TELECOMMUNICATI~ FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES d) Result in or expose people to seiche (wave result), tsunami, or volcanic hazard? The proposed project is a small, unmanned telecommunications facility that involves neither significant alteration of landforms that could result in susceptibility to seiches or tsunamis, nor includes personnel that might be exposed to seiches, tsunamis, or volcanic hazards. The project will neither cause, nor put people in the way of seiches, tsunamis, or volcanic hazards. e) Result in or expose people to landslides or mudflows? The site is below a hillside that not subject to landslides or mudflows, in part because of the vegetative cover. f) Result in or expose people to erosion, topographical change, or unstable soil? The project occupies a small area, and the project is not likely to cause erosion or expose people to erosion, topographical change, or unstable soil. g) Result in or expose people to subsidence? The project is small, unmanned, and does not affect factors leading to subsidence, does not put people into a location subject to subsidence. h) Result in or expose people to expansive soils? The project is unmanned, and does not expose people to expansive soils. i) Result in or expose people to unique geologic or physical features? The project is unmanned, and does not expose people to such unique features. IV-WATER a) Changes in absorption, drainage, or runoff? Because the project covers an area that is about 250 square feet in size, it does not materially affect the ability of the project area to absorb water. There is no change to drainage or runoff from the property. b) Exposure of people to hazards such as flooding? The project is an unmanned facility. -Page 3 - ~-' SPRl~ONS 307 TELECOMMUNICATIONS FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES c) Discharge or alter surface water quality? There is no use of water associated with the project, nor are other materials discharged. Moreover, the project area covers about 250 square feet, and is too small to change discharge patterns to alter water quality. d) Change in amount of surface water? There is no use of water associated with the project. Moreover, the project area covers about 250 square feet, and is too small to change discharge patterns. e) Change in surface water direction? There is no use of water associated with the project, nor is water discharged. Moreover, the project area covers about 250 square feet, and is too small to change water runoff patterns. f) Change in ground water quantity? There is no use of water associated with the project, nor are other materials discharged. Moreover, the project area covers about 250 square feet, and is too small to change discharge patterns to alter water quality. g) Change in ground water direction or rate of flow? The proposed project does not use groundwater, and there would be no resulting change to direction or rate of flow. Moreover, there are no deep excavations that might alter either direction or flow. h) Impact to ground water quality? The proposed project does not use groundwater, does not discharge other materials, and does not have an impact on ground water quality. i) Substantial reduction in ground water availability for public supplies? The proposed project does use water. Because the project covers an area that is about 250 square feet in size, it does not materially affect the ability of the project area to absorb water and replenish ground water supplies. -Page 4- ,.--,. ... SPRl~VONS 307 TELECOMMUNICATl°"5 FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES V-AIR QUALITY a) Violate standards or contribute to existing violation? The project is a telecommunications facility that does not emit pollutants. b) Expose sensitive receptors to pollutants? The project is a telecommunications facility that does not emit pollutants. c) Change climate? The project is a very small facility with no emissions that would change climate. d) Create objectionable odors? The project is a telecommunications facility that does not emit pollutants. VI -TRANSPORTATION/ CIRCULATION a) Increased vehicle trips or congestion? The proposed project is an unmanned telecommunications facility. The only traffic associated with the project is for periodic maintenance. Typically, this maintenance occurs about once monthly, and consists of a trip by an SUV or a van. The resulting number of Average Daily Trips would be less than one-tenth of one trip (<0.1 ADT), in a vehicle similar to those commonly used by residents of the area. b) Safety hazards from design or uses? The proposed location is not in a public right-of-way. c) Inadequate emergency access? The proposed project does not interfere with the adjacent public street. d) Insufficient parking? The proposed project is an unmanned telecommunications facility. The only parking associated with the project is for periodic maintenance trips that occur about once monthly. The project site contains adequate access for the maintenance vehicle. -Page 5 - SPRIRT'VONS 307 TELECOMMUNICATl°"5 FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES e) Pedestrian or bicycle barriers or hazards? The proposed project does not interfere with the adjacent public street. f) Conflict with policies for alternative transportation? The proposed telecommunications facility is about 250 square feet in size, is not located on a property used for transportation purposes of any type, and does not affect existing or potential transportation of any type. g) Rail, water, or air traffic impacts? The proposed telecommunications facility is about 250 square feet in size, is not located on a property used for transportation purposes of any type, and does not affect existing or potential transportation of any type. Additionally, the project does not affect air traffic because it is not located near an airport or in an area subject to special Federal Aviation Regulations Part 77 restrictions near airports. Furthermore, at the proposed height, it is far lower than the 200 foot threshold set by Part 77 as having the potential to affect air traffic. VII -BIOLOGICAL RESOURCES a) Impacts to endangered species or habitats? The site and surrounding area is fully disturbed and developed. b) Impacts to designated species (heritage trees)? The site and surrounding area is fully disturbed and developed. c) Natural communities (oak forest, coastal habitat)? The site and surrounding area is fully disturbed and developed. d) Wetland habitat? The site and surrounding area is fully disturbed and developed. e) Wildlife dispersal or migration corridors? The proposed tower is below the side of a hill, and would not affect bird flight. -Page 6 - SPRl~VONS 307 TELECOMMUNICATIOl'GS FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES VIII -ENERGY AND MINERAL RESOURCES a) Conflict with energy conservation plans? The proposed project is a small telecommunications facility, with no material effect on larger scale energy plans or policies. b) Waste non-renewable resources? The proposed project is a small telecommunications facility with electronic equipment that uses relatively small amounts of energy. c) Deplete mineral resource? The proposed telecommunications facility project does not extract minerals. IX-HAZARDS a) Risk of explosion, or release of hazardous materials? The proposed facility does not utilize explosive materials. b) Interfere with emergency response or evacuation plan? The proposed facility will benefit emergency responses and evacuations because the facility will provide wireless communications when regular telephone usage is interrupted. c) Create potential health hazard? As part of the enactment of the 1996 federal Telecommunications Act, it was determined that this type of facility does not pose a potential health hazard. d) Expose people to existing health hazards? As part of the enactment of the 1996 federal Telecommunications Act, it was determined that this type of facility does not pose a potential health hazard. e) Increase wild fire hazards? The proposed facility is a bell tower in an existing shopping center. Although there is some vegetation on the hill above the site, it is isolated and includes many exotic species. There are no corridors of native vegetation that would support a moving wildfire. -Page 7 - SPRlrh-'VONS 307 TELECOMMUNICATl°"8 FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES X-NOISE a) Increase in noise levels? There is no air conditioning, and the radio transceiver equipment does not emit noise beyond the enclosing cabinets. b) Expose people to severe noise levels? There is no air conditioning, and the radio transceiver equipment does not emit noise beyond the enclosing cabinets. XI -PUBLIC SERVICES a) Effect on fire protection services? The proposed project will have a positive and beneficial effect on fire protection services because the project will allow better communication between fire protection providers and the public, especially in the case of emergencies. b) Effect on police protection services? The proposed project will have a positive and beneficial effect on police protection services because the project will allow better communication between police and the public, especially in the case of emergencies. c) Effect on school provision? The proposed project is an unmanned telecommunications facility, and no there is no generation of demand for school facilities. d) Effect on road or other public facility maintenance? The proposed project is not located on a road, and will not have an effect on road maintenance. The location of the proposed project is within an area at the extreme edge of public facilities, and does not interfere with maintenance access for those facilities. e) Effect on other governmental services? The proposed project is an unmanned telecommunications facility, and government services are not required. -Page 8 - SPRlrh-'VONS 307 TELECOMMUNICATI~ FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES XII -UTILITIES AND SERVICES SYSTEMS a) Effect on power or natural gas systems? The proposed project will utilize the existing electrical system, and will not require service greater than ordinary demand by a small user. The project does not utilize natural gas. b) Effect on communications systems? The proposed project is a telecommunications facility, and as such, will have a positive and beneficial effect by providing a greater capacity to the existing communications systems. c) Effect on water treatment or distribution? The project is unmanned, and does not use water. The location does not interfere with distribution lines. d) Effect on sewage systems? The project is unmanned, and does not require sewage service. The location does not interfere with system lines. e) Effect on storm water drainage? The project is about 250 square feet in size adjacent to a relatively level area, and there is no run off or change to storm water drainage. f) Effect on solid waste disposal? The project is unmanned, and does not generate solid waste. g) Effect on water supplies? The project is unmanned, and does not use water. XIII -AESTHETICS a) Would the proposal affect a scenic vista or scenic highway? The proposed project has the appearance of a decorative bell tower that is set into landscaping and in front of a hillside. -Page 9 - SPRl~VONS 307 TELECOMMUNICATl0TtS FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES b) Would the proposal have a demonstrable negative aesthetic effect? The proposed project has the appearance of a decorative bell tower that is set into landscaping and in front of a hillside. The project is consistent with the architecture of the shopping center, and of many nearby buildings. c) Would the proposal create light or glare? There is no exterior lighting associated with this project. XIV -CULTURAL RESOURCES a) Disturb paleontological (prehistoric life forms) resources? The site is fully disturbed, and there is no indication of paleontological resources. b) Disturb archaeological resources? The site is fully disturbed, and there is no indication of archaeological resources. c) Affect historic resources? The site is fully disturbed, and there is no indication of historic resources. d) Cause physical change affecting cultural values? The site is not associated with a unique ethnic cultural value. e) Restrict religious uses of area? There are no religious uses of the site. XV -RECREATIONAL a) Increase demand for recreational facilities? The proposed project is unmanned, and would not increase the demand for recreational facilities. b) Affect existing recreational opportunities? The site is a shopping center, and does not affect recreational opportunities. -Page 10 - SPRIN'i·VONS 307 TELECOMMUNICATI~ FACILITY DISCUSSION OF ENVIRONMENTAL IMPACT ASSESSMENT FORM RESPONSES XVI -MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? The site and surrounding area is fully disturbed, and developed with a shopping center and landscaped areas. b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? The proposed project will utilize architecture consistent with the existing center. c) Does the project have environmental effects which will cause the substantial adverse effects on human beings, either directly or indirectly? The potential effects of telecommunications facilities were considered, and were determined to not have adverse effects as part of the federal Telecommunications Act, which reserved federal jurisdiction for national standards. XVII -EARLIER ANALYSES a) Identification of earlier analyses None b) Identification of above-listed effects analyzed earlier, and mitigations None c) Identification of mitigation measures incorporated from earlier analyses None. However, the proposed project has been designed to materially use an existing light standard rather than incorporate a new type of structure. -Page 11 - SPRINT VONS 307 TELECOMMUNICATIONS FACILITY -View Of Site From North View Of Site From South 1 SPRINT VONS 307 TELECOMMUNICATIONS FACILITY Left Panoramic View Of Site From East Right Panoramic View Of Site From East 2 SPRINT VONS 307 TELECOMMUNICATIONS FACILITY -View Of Site From West 3 SPRINT VONS 307 TELECOMMUNICATIONS FACILITY Detail View Of Project Area From West -· ·~ . .j:i . . -~ - Detail View Of Project Area From West 4 SPRINT VONS 307 TELECOMMUNICATIONS FACILITY View Of Similar Architectural Feature In Shopping Center 5 ~:F-Sprint ~ SprlatPCS" EAST ELEVATION WEST ELEVATION PROPOSED 42'-0' HIGH TOWER BUILT TO MATCH EXISTING ARCHITECTURE PROPOSED (3) 5'·0' LONG PANEL ANTENNAS SECTOR 'B' 0 70' BEHIND RF APPROVED FIBERGLASS PROPOSED GPS ANTENNA (E) LANDSCAPING - (TYP.) PROPOSED EXTERIOR FINISH OVER CMU BLOCK TO MATCH EXISTING ARCHITECTURE'S COLOR PROPOSED RAISED DETAIL AROUND ARCH PAINTED BLACK (TYP .) PROPOSED (3) 5'·0' LONG PANEL ANTENNAS SECTOR 'A' 0 340' BEHIND RF APPROVED FIBERGLASS & GREY TOP OF TOWER ELEV. 42'·0' A.F .G. TOP OF ANTENNAS ELEV. 37'·6' A.F.G. / __ .f_~l!I~!!,Q.~Ntl~~~~ ELEV. 35 ·O A.F.G. 'V ~~---------~-------------_/ LEAVE THIS AREA AVAILABLE FOR CO-LOCATION 6' THK. X 16' WIDE FOAM PLANT. ONS (TYP. AS SHOW) (E) :1:15'-0' HIGH TREE (TYP.) (E) LIGHT POLE (E) HALF-WALL MONUMENT SIGN FINISH GRADE ELEV. O'·O' Ref, \ STREET LEVEL ELEV. 2'-0' B.F.G. $ SHE!T ... lfOT '!'O SC1'!.E U?ILESS PLO'l'T ED ON 24XJ6 Carlsbad Vons SD40XC307B CUP 10-01 (Repro • Memo To: City of Carlsbad From: Edwin (Ted) Levis, ID CC: NIA Date: 06/27/01 Re: Application Summit Realty Advisors, L.L.C. The fo11owing is a list of entities comprising the ownership interest of La Costa Towne Center. La Costa Towne Center, 7710-7770 El Camino Real, Carlsbad, CA, is owned by Azure Investors, LL C. Azure Investors, LL.C. is comprised of the following entities: AG Member-32% AG Advantage Member-7% AG Nutmeg IV Member-25.5% AG Realty IV L.P.-25.5% Summit Member-I 0% All AG members are comprised of corporate pension funds and university endmvments. AG members are managed by Angelo, Gordon & Co., L.P ., 245 Park Avenue, 26th Floor, New York, New York, 10167. The Summit l\'1ember is comprised of Edwin Levis III (71.4% of Summit :Member) and Mary R \Volff Real Estate Management Co. (28.6% of Summit :Member). Summit Realty Advisors, LLC. is the Agent and operates the property on behalf of Azure Investors, L.L.C. As a Managing Member of Summit, I (Edwin Levis, III aka Ted Levis) oversee the operations of the property on a day-to-day basis. Summit's address is 225 S. Meramec Avenue, Suite41 l, St. Louis, MO 63105. I have also attached the front page of the Azure Investors, LLC. Agreement of Limited Liability Company and relevant organizational documents . • Page 1 • .. Hopefully this information will suffice for our application. Please give me a call with any questions. I can be reached at (314) 727-5445. Sincerely, Ted Levis, CCIM Managing Member Summit Realty Advisors, L.L.C. As Agent for Owner Azure Investors. L.L.C. • Page2 AGREE:VIENT OF LIMITED LIABILITY COMPANY OF AZURE INVESTORS. L.LC. THIS AGREEMENT OF LIMITED LIABILITY C01\1PANY OF AZURE INVESTORS. L.L.C. (this .. AQreemenC) is made and entered into as of the 21st day of April. 1999 (the .. Effective Date .. ). by and among AG ASSET MANAGER, INC., a Delaware corporation (""AG Asset !\1ana2er'"). as manager (in such capacity. the ··~tana2er'"). AG AZURE INVESTORS. L.L.C.. a Delaware limited liability / company. as member (in such capacity. the ··AG Funds i\1ember .. ). AG ADVANTAGE REAL TY. LP .• a Delaware limited partnership. as member (in such capacity. the .. AG Advantag:e !\1ember .. ): NUTi\1EG REAL TI' PARTNERS IV. LP .. a Delaware limited partnership. as member (in such capacity. the .. AG / Nutmeg: IV i\1ember""). AG REAL TI' FUND IV. LP .. a Delaware limited partnership. as member (in such capacity. the ""AG Realt\' IV :Member .. : together with the AG Ad\antage Member and the AG f Nutmeg IV Member. the "AG Special Members .. : the AG Special Members and the AG Funds i\1ember are referred to herein. collecti\ely. from time to time. as the .. AG i\fembers ... and each an ·'AG Member .. ) and SUMMIT REAL IT ADVISORS II. LLC.. a \1issouri limited liability company (the .. Summit \ternber .. : together \\ith the AG Members. the ··\tembers .. : each a '"Member··). \\' I TN E S S E T H: WHEREAS. the i\1embers desire to form the Company as a limited liability company for the purposes and on the terms and conditions set forth in this Agreement: WHEREAS. the i\Ianager shall. on or prior to the Effective Date. form the Company. and cause a Certificate of Formation (the ··certificate .. ) to be filed with the appropriate office of the Secretary of State of Dela\\ are and shall execute such further documents and take such further actions as shall be appropriate to comply with the requirements of law for the formation and operation of a limited liability company pursuant to the la\vs of the State of Delaware. and the laws of such other states in which the Company elects to do business: and WHEREAS. the parties intend that the Company qualify for taxation as a partnership for Federal income tax purposes. NOW. THEREFORE. in consideration of the mutual covenants and agreements herein and other good and valuable consideration. the receipt. adequacy and sufficiency of which are hereby acknowledged by the parties. the parties agree as follows: ARTICLE I Formation ofCompanv I. I. Statutorv Authoritv. The parties by these presents do hereby agree to form the Company under and pursuant to the provisions of the Dela\\ are Limited Liability Company Act. Del. Code. Tit. 6. Sections 18-101 et seq .• as amended from time to time (the ··Acf") by filing the Certificate with the Secretary of State of Dela\\ are and the execution and delivery of this Agreement. The rights and obligations of the Members shall. except as otherwise pro\'ided herein. be go\·emed by the Act. 1.2. Filin!!s. The Manager shall, prior to the Effecthe Date. execute and file the Certificate in conform it: \\ ith the requirements of the Act. and shall make such further filings and recordings and take such further action as shall be appropriate to comply with the requirements of law for the formation and la SECRETARY OF STATE CERTIFICATE OF REGISTRATION I, BILL JONES, Secretary of State of the State of California, hereby certify: That on the 31st day of March, 1999, AZURE INVESTORS, L.L.C., complied with the requirements of California law in effect on that date for the purpose of registering to transact intrastate business in the State of California; and further purports to be a limited liability company organized and existing under the laws of the State of Delaware as AZURE INVESTORS, L.L.C. and that as of said date said limited liability company became and now is duly registered and authorized to transact intrastate business in the State of California, SUBJECT, HOWEVER, TO: (a) any licensing requirements otherwise imposed by the laws of this State and; (b) that subject limited liability company shall transact all intrastate business within this State under the above name elected by it. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this 6th day of April, 1999. BILL JO:'\ES Secretary of State /· SFCRET.A.RY OF STATE I. BILL JO~\ES. Secretes\' of State of the State of Californi2. hereby certify: ~ That the attached transcript of page(s) \\·as prepared by and in this office fron1 the record on file. of vvhich it purports to be a copy. and that it is full. true and correct. IN H'ITNESS lVHEREOF, I execute this certificate and affix the Great Seal of the State of California this dav of APR - 6 i999 Ii ·' 11 l I :i l J J, ; .. .. r State of Ca I ifo 1a Bil I Jones· ~ecretary of ~tate LIMITED LIABILITY COMP.ANY APPLICATION FOR REGISTRATION IMPORTANT-Read instructions before completing the form. LLC-5 This document is presented for filing pursuant to Section 17451 of the California Corporations Code. Name under which the foreign limited liability company proposes to transact business in California: (End !he name Wllh UC. LLC .• Ln1ted Liabiity C~ny or Lld. Liabilty Co.) Azure Investors, L.L.C. Name of the foreign limited liability company, if different from that entered above: 3. State {or other jurisdiction) and date of formation of the foreign limited liability company: Jurisdiction: Delaware Date of formation: March 22. 1999 4. Enter the name and address of the agent for service of process and check the appropriate provision below: _CT_C_o_rp_ora_ti_on_S:."-·s_te_m ________________________________ , wnicn 15 I l an individual residing in California. [){ 1 a corporation which has filed a certificate pursuant to Section 1505 of the California Corporat1cns Cede. 5. If the agent for sel\lice of process is an individual, enter a complete business or residential street address: Address: Cit: State: CA Zio Code: The Secretary of State of California is hereby appointed as the agent for service of process on the foreign limited liability company if the designated agent has resigned and has not been replaced or cannot be found and served with the exercise of reasonable dili ence. 7. Address ofGthe .orincioal executiv..e office: 8. Address of the principal office in California, if any: ~geio, ordon,& Co., L.P. Address: 245 Park Avenue, 26th Floor Address: Ci : New York State: NY Zi Code: 10167 Describe tvpe of b.l.lsiness of the Limited Liability Company. Ownersrtip and management of real estate Declaration: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Andrew C. Jacobs, Vice President Type crpnnt name and blle Date: March 29 SEC'STA'TC (REV.101H) CADIJ -C T S~ ... .,,. Onhnc I 1999 FORM U.C-5 • • FlUNG FEE: S70.00 ..,._ed By S.crw•ry Of S•• Cit: State: CA Zi Code: For Secretary of State Use 199909610924 File No·----------------- FILED In the office of the~ af Stale of the State of Califoraia HAR 3·1 1999 ~ ~Ill JONES. Secretary of State State of Delau:are Office of tlze Secretary of State PAGE l I, ED'W1\RD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF "AZURE INVESTORS, L.L.C.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF MARCH, A.D. 1999, AT 3:30 O'CLOCK P.M. Ed•card f. Freel, Secretary of State AL !HE:--. TICATIO:--:: 3019973 8100 9643345 DATE: 991111475 03-23-99 • CERTIFICATE OF FOR..\1ATION' OF AZURE IXVESTORS. L.L.C. 1. The name of the limited liability company (the '·Companv .. ) is: AZURE I>:\'ESTORS. L.L.C. 2. The address of its registered office in the State of Delaware is clo The Corporation Trust Company, 1209 Orange Street. City of \Vilmington. County of New Castle. State of Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. IN \VITNESS \\'HEREOF, the undersigned, an authorized signatory of the Com a .. ~ executed this Certificate of Formation of Azure Investors. L.L.C. this l 91h day .c-c . 1999. Bruce !-.1. Stachenf eld Authorized Signatory i f l ' . .. .·· State of Delaware PAGE 1 Office of the Secretary of State :I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTJ:FY "AZURE :INVESTORS, L.L.C." :IS DULY FORMED UNDER THE LAWS OF THE .STATE OF DELAWARE AND :IS J:N GOOD STANDING AND HAS A:. LEGAL EX::ISTENCE SO FAR AS THE RECORDS OF THIS -·~ ·-. .1!""· ·oFFICE SHOW, AS OF THE TWENTY-THIRD DAY OF MARCH, A.D. 1999. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE. .::. ... ---<~;ft;· Edward J. Freel, Secretary of State 3019973 8300 AUTHE~"'TICATION: 9643579 991111886 DATE: 03-23-99 199909610024 Office of t-!:e Secr .. ?t a1~.1 ~f Stt1te PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "AZURE INVESTORS, L.L.C." IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND rs IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-THIRD DAY OF MARCH, A.D. 1999. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE NOT BEEN ASSESSED TO DATE. 3019973 8300 9643580 991111886 03-23-99 ORDER NO.: 810979-12 - To: Compass Telecom Services 17870 Skypark Circle #102 Irvine, CA 92614 Attn: Brian Meurs Ref: SD40XC307B -DOC # 1999-0272110 Rec6rding Requested By FIDELITY NATIOUAL TITLE AUD WHEU RECORDED MAIL 'XO APR 22~ 1999 4:59 PM S'ou .. Huvtsf !3a1t.K rJf Sf .. /L>w~ ~30·~ So, Jf:;,9sh1jht4}a'-j . Sf~ j_cu; sf Mt ·ssou~r C, 31 JO J}!/;41: /J;p!11as e. UJ,'Jeox . 5,,..~ VT/l. 11131 OFFICIAL RECORDS ~~~ 4 SAH DIEGU ctJUNTY RECTJRDER'S OFFICE ~ 61\'EGORV J. SMiffi, COutUY RECOF:DER . FEES: 74.00 UAY: 3 • .. THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (ADD:tTIOUAL RECORDING FEE APPLIES) . . --------·----· ·--- Order: 810979 Description: 1999.272110 Page 1of19 Comment: DEED OF TRUST. SECURITY AGREEl\IENT, ASSIGNMENT OF RENTS AND FL'l{TURE FILING 11132 FOR PURPOSES OF THE SECURITY AGREEMENT CONTAINED IN THIS lNSTRillvlENT, THE "SECURED PARTY" AND THE "DEBTOR" AND THEill. RESPECTNE ADDRESSES ARE AS FOLLOWS: SECURED PARTY: DEBTOR: SOUTHWEST BANK OF ST. LOUIS 2301 SOUfH KINGSIDGHW AY ST. LOUIS, fvllSSOURI 63110 ATTENTION: THOMAS E. WJLCOX SENIOR VICE PRESIDENT AZURE INVESTORS, L.L.C. c/o Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, New York 10167 THIS INSTRU1IENT, WHEN RECORDED, SHALL CONSTITUTE A "FIXTURE FILING" FOR PURPOSES OF THE UNIFORM C01\lllv1ERCIAL CODE. THE ADDRESS OF THE SECURED PARTY SHO,VN ABOVE IS THE ADDRESS AT WHICH INFORMATION CONCERNING THE SECURED PARTY'S SECURITY INTEREST MAY BE OBTAJNED. This Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing (this "Deed of Trust") made and entered into as of the 21st day of April, 1999, by and among Azure Investors, L.L.C., a Delaware limited liability company (the "Grantor"), whose principal office is located at the Debtor's address indicated above. Joseph F. Hipskind, Jr., as Trustee (the "Trustee"), whose address is One Metropolitan Square, Suite 2600, St. Louis, :Missouri 63102, and SOUTHWEST BANK OF ST. LOUIS, a Missouri banking corporation. the principal office of which is located at the Secured Party's address shown above (the "Beneficiary"), WITNESSETH: FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby aclmowledged, the Grantor hereby irrevocably grants, transfers, sets over, conveys and assigns to the Trustee, JN TRUST, WITH POWER OF SALE, under and subject to the terms and conditions hereof, for the benefit and security of the Beneficiary, the following property: that certain real property and all of the Grantor's interests therein located in the County of San Diego, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Real Estate"), TO HA VE AND TO HOLD THE SAl\1E, together with all present and future improvements, rights, privileges, interests, easements, hereditaments, and appurtenances thereunto belonging or in any manner pertaining thereto. and the rents, issues, income, uses, proceeds. and profits therefrom (all of the Real Estate and other rights now or hereafter to the same belonging, together with the Personal Property (as hereafter defined), being hereafter referred to as the "Premises''), to the Trustee, and the Trustee's successor or successors forever, Order: 810979 Description: 1999. 27211 o Page 2of19 Comment: 11133 IN TRUST, however. for the following purposes: WHEREAS, the Grantor has executed and delivered to fue Beneficiary a $8,527 ,000 promissory note dated the date of this Deed of Trust, as such may be amended, modified, renewed or extended from tJme to time (the "Note"), under the terms of which the Beneficiary extends certain credit facilities to the Grantor, and WHEREAS, the term "Obligations" is used in this Deed of Trust to include all obligations of the Grantor in favor of the Beneficiary of every type and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including but not limited to all Obligations of the Grantor in favor of the Beneficiary arising under the Note, which Obligations include the obligation of the Grantor to repay all advances made by tl1e Beneficiary to the Grantor pursuant to the Note as from time to time amended, modified. renewed or extended, and all now existing and future obligations of the Grantor to the Beneficiary, however created. evidenced, or acquired, whether direct or indirect, absolute or contingent, matured or umnatured, including future obligations and advances to the same extent as if such future obligations aml auvances were made on the date of the execution of this Deed of Trust lJt being understood that the Beneficiary is not under any obligation to make auy future advances except as specifically set forth in the Note), provided, however, that any such future obligations or advances shall be secured by this Deed of Trust, up to the maximum aggregate amount of $8,527 ,000 outstanding at any time, all of such obligations, including those arising under the Note, being included within tl1e meaning of the term "Obligations" as used in this Deed of Trust, as they now exist and as they may be increased, their maturities extended or as they may othenvise be changed by any amendment to any instroment or agreement which now or hereafter evidences, secures or expresses terms applicable to any of such Obligations, including amendments to the Note or any other document or instrument referred therein, and WHEREAS, the assignment of rents made by this Deed of Trust is an absolute assignment, and includes the right of the Beneficiary to collect all Rents (as hereafter defined). subject only to the conditional license to collect Rents granted by the Beneficiary to the Grantor under the terms of numbered Paragraph 7 of this Deed of Trust; NOW THEREFORE, to secure the payment of U1e Obligations. the Grantor has executed this Deed of Trust, and further by these presents grants to the Beneficiary a security interest in all air rights, water rights, on. gas, m1nerals, coal or other substances underlying or relating to the real estate, all fixtures, fixed assets, and personalty now or at any time hereafter annexed, affL'l._ed or attached to the Real Estate and/or said buildings, in1provernents or structures thereon and all personal property now owned or hereafter acquired by Grantor and used or intended to be used in the possession, occupation or enjoyment of the Real Estate, including (but without limiting the generality of the foregoing) all apparatus, appliances, machinery, equipment, an.d articles used to supply or provide, or in connection \Vitl1, heat, gas, air- conditioning, plumbing, water, lighting, power, elevator, sewerage, cleaning, refrigeration, cooling, ventilation and spriILtcter systems, \Vater heaters, all window shades, drapes and drapery equipment and apparatus, fire prevention and extinguishing apparatus, security and access control apparatus, all window cleaning apparatus, all furniture, all grounds maintenance equipment, all maintenance supplies, all rugs and carpeting and an construction materials; all existing and hereafter created or acquired deposits, contracts, accounts, goodwill. trademarks, trndenames, general intangibles, books. records, reports, surveys, plats, engineering reports, government permits, escrow deposits, security deposits, soil reports, plans. speclfications, files. tests and documents of any kind or nature relating to the Real Estate and the ::ODMA \ WORLDOX\S: \05485\00346\MSJ23il9. WPD 2 Order.-810979 Description.-1999.272110 Page 3of19 comment: 11134 development thereof; all of Grantor's rights under any existing and future sales contracts affecting all or <!IlY portion of the Real Estate; all replacements, additions or substitutions of or to any of the foregoing and any after acquired title to any of the foregoing; and all products and proceeds of the foregoing, including without limitation, insurance proceeds and all proceeds of any award for the taking of all or any part of the foregoing pursuant to any governmental action (all such items of property being herein referred to as the "Personal Property"), and the Grantor by these presents also assigns to the Beneficiary, as additional security for the Obligations, the rents, issues and profits of the Premises, including any rents and all other amounts (collectively, the "Lease Payments") >vhich are due or shall become due to the Grantor under the terms of any present or future lease (a "Lease"), oral or written, of all or any portion of the Premises (all such rents. issues, profits and Lease Payments being hereafter collectively referred to as the "Rents"). The Grantor further agrees with the Beneficiary and the Beneficiary's endorsees and assigns as follows: 1. The Grant or shall pay and perform all of the Obligations promptly when payment or performance is <lue, with reasonable attorneys' fees and costs of collection, and without relief from valuation and appraisement la\vS. 2. Grantor is lawfully seized of indefeasible title and estate to the Premises and has full right, power and auti1ority to convey the same subject oniy to encumbrances, easements, reservations and restrictions of record as of this date. Except for the Permitted Encumbrances (as defined in the Note). Grantor shall keep the Premises free from all other liens and claims of every kind, whether statutory or otherwise. and protect the title and possession thereof. Subject to Grantor's right to contest any of the following, Grantor shall pay all taxes, assessments, and public charges, general and special, and penalties now existing or hereafter becon:ling due against the Premises before the same become delinquent and Grantor shall deliver to Beneficiary copies of all receipts evidencing such payments prior to the date when me same would be delinquent. The Granlor shall keep the Premises in good repair and shall not commit or permit waste thereon or do or permit to be done anything that may impair the value of t11e Premises. The Grantor shall promptly restore any part of the Premises ·which may be damaged or destroyed. 3. The Grantor shall comply with all statutes, ordinances, rules, regulations, orders, and directions of any legislative, executive, administrative, or judicial body or official applicable to the Premises, or any part thereof, or to the Grantor. or to the operation of any business of Grantor which directly affects the Premises; provided, however, that the Grantor may contest any of the matters referred to in this Paragraph in any reasonable manner which in the reasonable judgment of the Beneficiary will not adversely affect the rights of the Beneficiary. its successors or assigns. 4. The Grantor will procure and maintain in effect at all times insurance written by insurance companies acceptable to the Beneficiary which insures against loss or destruction of the Premises by fire, wind storm, lightning, earthquake, vandalism and malicious miscllief and such other perils as are generally covered by "extended coverage" insurance for the full replacement value of the Premises. All policies providing such insurance shall provide that any loss thereunder shall be payable to the Beneficiary under a standard fonn of secured lender's loss payable endorsement. The Grantor shall also procure business interruption and rent value insurance in such amounts as the Beneficiary may reasonably require (but in no event shall Beneficiary require more than 12 months l·ent insurance.) The proceeds of such insumnce :.ODMA.\WORLDOX\S:\054851003~\MSJ2389.WFD 3 Order: 810979 Description: 1999.272110 Page 4of19 Comment. 11135 shall be applied at the Beneficiary's reasonable option: (a) to the satisfaction of the Obligations or to the ~stablishment of a cash collateral account securing the Obligations, or (b) to the restoration of the Premises; provided, however, that so long as no Event of Default {as hereafter defined) has occurred and provided that the Gran tor can demonstrate to the Beneficiary's satisfaction that restoration of the Premises 1s physically and economically feasible, such proceeds shall be applied, at the Grantor's option and to the extent necessary, as provided in the foregoing clause (b) and any balance shaJl be remitted to the Grantor. Notwithstanding the foregoing, in tl1e event no Event of Default has occurred, Grantor shall have the right to settle any such insurance claim or proceeds with the consent of Beneficiary, which consent shall not be unreasonably withheld. Certificates evidencing the existence of all of the insurance required under the terms of this Deed of Trust shall be furnished to the Beneficiary and the original policies providing such insurance shall be delivered to the Beneficiary at the Beneficiary's request. 5. Upon ten (10) days demand and failure of the Grantor so to do within such ten (10) days, the Beneficiary may. in its discretion. advance and pay all sums necessary to protect and preserve the Premises, and all sums so advanced and paid by the Beneficiary shall become a part of the indebtedness secured hereby. shall bear interest from date of payment at a rate equal to the default rate provided for in the Note, and shall be payable to the Beneficiary upon demand. Such sums shall include, but not by way of limitation: (a) taxes, assessments and other charges which may be or become senior to this Deed of Trust as liens on the Premises, or any part thereof (subject to Grantor's right to contest any such tax, assessment or charge as aforesaid); (b) the cost of any title insurance, surveys, or other evidence which in the discretion of the Beneficiary may be required in order to evidence, insure or preserve the lien of t11is Deed of Trust; (c) all costs, expenses, and reasonable attorneys' fees incurred by the Beneficiary or the Trustee in respect of any and an legal and equitable actions which relate to this Deed of Trust or to the Premises, and (d) the cost of any repairs respecting the Premises which are reasonably deemed necessary by the Beneficiary (it being acknmvledged that there are no such repairs on the date hereof). The Beneficiary shall be subrogated to the rights of t11e holder of each lien or claim paid \Vith moneys secured hereby. 6. If all or any part of the Premises is damaged, taken, or acquired, either temporarily or pem1anently, in any condemnation proceeding, or by exercise of the right of eminent domain, or by the alteration of the grade of any street affecting the Premises, the amount of any a\'l.'ard or other payment for such taking or damages made in consideration thereof, to the extent of the full amount of the then remaining unpaid Obligations, is hereby assigned to the Beneficiary, which is empowered to collect and receive the san1e and to give proper receipts lherefor in the name of the Grantor, and an such sums shall be paid forthwith directly to the Beneficiary provided, however, in the event no Event of Default bas occurred Grantor shall have the right to adjust any such award or other payment with the consent of Beneficiary, which consent shall not be unreasonably witllheld. Any award or payment so received by tlle Beneficiary may. at the reasonable option of the Beneficiary with Grantor expressly waiving all rights under California Code of Civil Procedure 1265.225 which provides that Beneficiary must show a diminishment of value in its security: (a) be applied to the satisfaction of Obligations or to the establishment of a cash collateral account for the Obligations, or (b) be releasetl, in whole or in part, to the Grantor for the purpose of altering, restoring, or rebuilding any part of the Premises which may have been altered, damaged or destroyed as a result of such taking. alteration, or proceeding; provided, however, that so long as no Default bas occurred, aml provided that the Granter can demonstrate to the Beneficiary's reasonable satisfaction that any proposed alteration, restoration or rebuilding is physically ::ODJ\fA \WORLDOX\S:\05485\003461MSJ2389. WPD Order: 810979 Descnpt1on: 1999.272110 Page 5of19 Comment: 11136 and economically feasible, such a\vards shall be applied at the Grantor's option and to the extent necessary as provided in the foregoing clause (b). 7. At any time an Event of Default has occurred, the Beneficiary may enter upon and take possession of the Premises or any part thereof, and at any such time the Beneficiary may demand, sue for, receive and give receipts, releases and satisfactions for all Rents. At any time that no Event of Default has occurred, the Grantor may collect Lease Payments, provided that no Rents shall be collected by the Grantor more than thirty (30) days in advance of the period of occupancy to which they relate, except for security deposits. Lease Payments collected by the Grantor pursuant to the license granted in the immediately preceding sentence shall be held by the Grantor as trustee for the benefit of the Beneficiary and shall be applied to the satisfaction of Obligations to the extent any are then due and payable. Any balance remaining after satisfaction of all Obligations which are then due and payable may be used by the Grantor for any proper purpose. Any demand by the Beneficiary upon any tenant of the Premises made after the occurrence of an Event of Default accompanied by a copy of this Deed of Trust shall be sufficient authority for such tenant thereafler to make all Lease Payments directly to the Beneficiary and any such tenant shall have no obligation or authority to inquire into the propriety of any such demand. Upon making Lease Payments to the Beneficiary pursuant to the Beneficiary's dernanJ, any tenant of the Premises shall be as fully discharged of its obligations under any Lease to the extent of such payments as if such payments had been made directly to the Gran tor. If at any time Lease Payments are required to be made directly to the Beneficiary under Ihe terms of this Paragraph and notwithstanding such requirement such payments are made to the Grantor, the Grantor wm receive such payments in trust for the Beneficiary and will forward them immediately to the Beneficiary in the form in which received, adding only such endorsements or assignments as may be necessary to perfect the Beneficiarj's title thereto. Any amounts collected by the Beneficiary pursuant to the assignment of rents contained in this Deed of Trust shall be applied by the Beneficiary to the payment of such of the Obligations as are then due and payable as the Beneficiary in its sole discretion shall determine. If no Obligations are then due and payable, such amounts may be held by the Beneficiary as cash collateral for the Obligations, without liability for jnterest tl1ereon, provided tltat the Beneficiary will, at the direction of the Grantor. invest such amounts for the account and at tlle risk of the Granter in U.S. Treasury Bills with less than six1y (60) days remaining to maturity or in similar essentia1ly risk-free, cash equivalent investments as the Grantor may reasonably direct and any earnings derived from such investments \Vill become a part of the collateral cash account. Any portion or all of the cash collateral account which is not applied to the Obligations pursuant to the terms of this Paragraph shall be released to the Grantor shall upon the cure of any applicable Event of Default by Grantor. Tile authority given to collect Rents conferred upon the Beneficiary under the terms of this Deed of Trust is irrevocable. 8. The Grantor grants to the Beneficiary as secured party a security interest in the Personal Property in accordance with the provisions of the Uniform Commercial Code. The Grantor authorizes the Beneficiary, at the expense of the Grantor, to execute on its behalf and file any other financing statements deemed necessary by the Beneficiary to perfect its security interest in the Personal Property and to file such financing statements in those public offices deemed necessary by the Beneficiary. Such financing statements may be signed by the Beneficiary alone if Grantor fails to do so for ten (10) days after notice. In addition, the Grantor shall e:tecute anu deliver any financing statement or olher document that the Beneficiary may request to perfect or to further evidence the security interest created by this Deed of Trust. ;:ODMA\WORLDO:\"\S:\05485100346\1'1SJ2389.WPD 5 Order: 810979 Description. 1999.272110 Page 6of19 Comment: 11137 9. If. after the execution of this Deed of Trust, applicable law requires the taxation of this Deed of Trust or any Obligation secured by this Deed of Trust, the Grantor. upon demand by the Beneficiary. shall pay such taxes or reimburse the Beneficiary tllerefor unless it is unlawful to require the Grantor to do so. Notwithstanding the foregoing, the Grantor shall not be obligated to pay any portion of ·"any of the Beneficiary's federal or state income taxes. 10. As used in this Paragraph, the following terms have the meanings indicated: a. Clean-up. "Clean-up" means the removal or remediation of Contamination or other response to Contamination in compliance with all Environmental Laws and to the satisfaction of all applicable governmental agencies, and in compliance with good corrunercial practice. b. Contamination. "Contamination" means the Release of any Hazardous Substance on, in or under the Premises or the presence of any Hazardous Substance on, in or under the Premises as the result of a Release, or the emanation of any Hazardous Substance from the Premises. c. Environmental Laws. "Environmental Laws" means all federal, state and local laws. statutes, codes, ordinances, regulations, rules or other requirements witl1 lhe force of law, including but not limited to consent decrees and judicial or administrative orders, relating to the environment, including but not limited to those applicable to the use, storage, treatment, disposal or Release of any Hazardous Substances. all as amended or modified from time to time including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA ") as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"); the Clean Water Act, as amended; tile Clean Air Act, as amended; the Federal Insecticide, Fungicide and Rodenticide Act, as amended; the Hazardous Materials Transportation Act, as amended, and any and all environmental statutes of the State of California and all regulations promulgated under or pursuant to such federal and state statutes. d. Hazardous Substance. "Hazardous Substance" means any hazardous waste or hazardous substance. or any pollutant or contaminant or toxic substance or other chemicals or substances including. without limitation. asbestos, petroleum. polychlorinated biphenlys, and any otber substance regulated by any Environmental Laws. e. Release. "Release" means the spilling, leaking, disposing. discharging, dumping, pouring. emitting, depositing, injecting, leaching, escaping or other release or threatened release, whether intentional or unintentional, of any Hazardous Substance. f. Regulatory Actions. "Regulatory Actions" means any claim, demand, action or proceeding brought or instigated by any governmental authority in connection with any Environmental Law including, without limitation, any civil, criminal or administrative proceeding whether or not seeking costs, damages, penalties or expenses. ::ODMA\WORLDOX\S:\0.5485\00J4<>\MSJ2389.WPD 6 Order: 810979 Description: 1999.272110 Page 7of19 Comment: g. Third-party Claims. ..Third-party Claims" means any claim. action, demand or proceeding. other than a Regulatory Action. based on negligence, trespass. strict liability. nuisance. toxic tort or detriment to human health or welfare due to Contamination, whether or not seeking costs, damages, penalties, or expenses, and including any action for contribution to Clean-up costs. 11138 h. Environmental Report. "Environmental Report" means that certain Phase I Enviromnental and Property Condition Site Assessment Report, dated March 4, 1999. by Dames & Moore (Job No. 42489-001-122) in favor of Azure Investors L.L.C. (pursuant to that certain reliance letter, dated April 1, 1999}. The Grantor shall indemnify. def end and hold harmless the Beneficiary, the Trustee, and their respective affiliates. shareholders. directors, officers, employees and agents (all being included in the words "Beneficiary" and "Trustee" for purposes of this Paragraph) from any and all claims. causes of action, damages, demands, fines, liabilities, losses, penalties. judgments, settlements, expenses and costs, however defined, and of whatever nature, known or unknown, absolute or contingent, including, but not limited to, attorneys' fees, consultant's fees, fees of environmental or other engineers, and related expenses including, without {jmitation, expenses related to site inspections and soil and water analyses, which may be asserted against, imposed on, suffered or incurred by the Beneficiary arising out of or in any way related to (a) any actual, alleged or threatened Release of any Hazardous Substance on, in or under the Premises, (b) any related injury to human health or safety (including wrongful death) or any actual or alleged injury to the environment by reason of the condition of, or past or present activities on, lhe Premises ( c) any actual or aUeged violation of Environmental Law related to the Premises, ( d) any lawsuit or administrative proceeding brought or threatened by any person, including any governmental entity or agency, federal, state or local. including any governmental order relating to or occasioned by any actual or alleged Contamination or threat of Contamination. (e) any lien imposed upon the Premises in favor of any governmental entity as a result of any Contamination or threat of Contamination. and (f) all costs and expenses of any Clean-up, except as the foregoing may be set forth in the Environmental Report. The Grantor represents and covenants that the Grantor's storage, generation, transportation. handling or use. if any, of Hazardous Substances on or from the property is currently, and will remain at all times, in compliance with all applicable Environmental Laws. If any Clean-up is required with respect to the Premises, the Grantor shall expeditiously complete such Clean-up at the Grantor's expense and without the necessity of demand by the Beneficiary. If the Grantor should fail to initiate and diligently pursue any Clean-up or should otherwise fail to perform any obligation under the terms of this Paragraph, the Beneficiary may, at its sole discretion and without any obligation to complete any Clean-up which it may cause to be commenced, cause the Clean-up or partial Clean-up of the Premises and pay on behalf of the Grantor any costs, fines or penalties imposed on the Grantor pursuant to any Environmental Laws or make any other payment or perform any other action which wiJl prevent a lien in favor of any federal, state or local government authority or any other person from attaching to the Pxemises pursuant to the provisions of any Environmental Law, and all costs and expenses of tl1e Beneficiary incurred in pursuing any of the remedies provided in this Paragraph shall be added to the obligations secured by this Deed of Trust, which costs and expenses shall become due and payable without notice as incurred by the Beneficiary or the Trustee, together with interest thereon accrued at the Default Rate until paid. Notwithstanding anything to the contrary contained herein or in any other loan document, Grantor shall not be deemed to have breached any of the foregoing covenants, unless and until Grantor shall have received written notice of such breach from the Beneficiary and Grantor shall have failed to cure such breach within thirty (30) days ::ODMA\WORLDOX\S:\0S4l)510U346U..iSJ2389.\VPD 7 Order: 810979 Description: 1999.272110 Page 8of19 Comment: 11139 after the receipt of such notice (it being agreed that if such breach cannot be cured within such thirty {30) 'day period and Grantor has commenced a cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion, same shall not be deemed an Event of Default under the applicable Joan document). Notwithstanding any provision of this Deed of Trust to the contrary, so long as Grantor is in possession, custody and control of the Premises, Grantor will be permitted to contest, at its sole cost and expense, subject to compliance witb the requirements of this paragrapl1, by appropriate action any investigation or monitoring of site conditions or any Clean-Up. containment, restoration, removal, modification, alteration, or othet remedial work (collectively the "Ren1edial Work") required under any applicable Environmental Law, and Beneficiary shall not perform any such Remedial Work on Grantor's behalf, so long as (i) no uncured Event of Default exists under this Deed of Trust or any other loan document and (ii) Grantor has given Beneficiary written notice that Grantor is contesting the same and Grantor actually contests the application. interpretation or validity of such Environmental Law pertaining to the Remedial Work by appropriate proceedings conducted in good faith with due diligence; provided, such contest shall not subject Beneficiary or any assignee of its interest (including any person having a beneficial interest) in the loan documents to civil or otl1er liability and shall not jeopardize any such party's lien upon or interest in the Premises or affect in any way the payment of any S1ID1s to be paid under the terms of the loan documents. Grantor shall give such security or assurances as may be reasonably required by Beneficiary to insure compliance with the Environmental Laws pertaining to the Remedial Work (and payment of all costs, expenses, interest and penalties in connection therewith) and to prevent any sale, forfeiture or loss by reason of such nonpayment or noncompliance. 11. In the event that (i) Beneficiary takes title to the Premises, or any portion thereof, through a Foreclosure Transfer (as defined below), or (ii) Grantor transfers ownership of the Premises pursuant to transfer approved by Beneficiary in its sole discretion, and the transferee of the Premises assumes all obligations of Grantor under the loan documents, including without limitation this Deed of Trust, then from and after the date title vests in Beneficiary or such transferee (the "Transfer Dale") with respect to such Premises, or such portion thereof, except as otherwise provided, this Deed of Trust shall not apply to any losses incurred by Beneficiary as a result of actions after the Transfer Date by Beneficiary as owner and operator of such Premises, or such portion thereof. or by a party other than Beneficiary if, but only if, such actions are the cause of damage resulting from the introduction and release of a Hazardous Substance at the Premises or the violation of Environmental Laws after the Transfer Date by Beneficiary or by such other party; provided, however, that, from and after the Transfer Date, this Deed of Trust shall otherwise remain in full force and effect with respect to any and all other losses, including, without limitation, with respect to (i) any conditions in existence on or prior to the Transfer Date, (ii) the continuing migration or release ofany Hazardous Substances introduced at the Premises or surrounding property on or prior to the Transfer Date, and (iii) the existence of any conditions on or prior to the Transfer Date which become a violation of any Environmental Laws after the Transfer Date as a result of a change in the law that becomes effective after that date. The burden of proof under this paragraph with regard to establishing the date upon which a Hazardous Substance was placed or appeared in, on or Wlder the Premises shall be upon the Grantor. For purposes hereof, "Foreclosure Transfer" means the transfer of title to all or any part of the Premises at a foreclosure sale wider the Deed of Trust, either pursuant to judicial decree or power of sale contained in the Deed of Trust, or by a deed in lieu of such foreclosure. Liability hereunder shall extend beyond repayment of the Note and Grantor's other obligations to Beneficiary unless at such time Grantor provides Beneficiary an environmental assessment report acceptable to Beneficiary showing the Premises to be free of Hazardous ::ODMA\WORLDOX\S \0.548S\0034<i\MSJ23S9 WPD 8 Jrder: 810979 Description: 1999.272110 Page 9of19 Comment: 11140 Substancess and in compliance \Vith all Environmental Laws. in which case Gran tor shall be released from "the provisions hereof. 12. The occurrence of any of the following events shall be deemed an "Event of Default" under this Deed of Trust: (a) an Event of Default under the Note; (b) the Grantor shall otherwise fail to observe and perform the terms and conditions of this Deed of Trust, and such failure shall continue beyond any applicable grace and cure period; (c) a default by Gramor or any other person liable for the Obligations under any other agreement or undertaking with Beneficiary, which default continues beyond any applicable grace and cure period; (d) the Grantor shall abandon the Premises; (e) A sale. transfer, conveyance, lease, contract for deed, Clf other disposition of all or any part of the Premises or any interest therein; {fJ Breach of any warranties or representations given by the Granter to the Beneficiary under this Deeu of Trust; (g) Should the Grantor, or any successors and assigns thereof, including ·without limitation the then current owners of any interest in the Premises: (i) file a petition under the Federal Bankruptcy Code or any similar law, state or federal, whetl1er no\V or hereafter existing (hereafter referred to as a "Bankruptcy Proceeding"); or (ii) file any answer admitting insolvency or inability to pay its debts; or (iii) fail to obtain a vacation or stay of any involuntary Bankruptcy Proceeding within ninety (90) days; or (iv) be the subject of an order for relief against it in any Bankruptcy Proceeding; or (v) have a custodian or trustee or receiver appointed for or have any court take jurisdiction of its Premises, or any part thereof, in any involuntary proceeding for the purpose of reorganization, arrangement, dissolution, or liqui<lation if such custodian or trustee or receiver shall not be discharged or if such jurisdiction shall not be relinquished. vacated or stayed on appeal or otherwise within ninety {90) days; or (vi) make an assignment for the benefit of its creditors; or (vii) admit in writing its inability to pay its debts generally as they become due; or (viii) consent to an appointment of a custodian or trustee or receiver of an of its Premises. or any thereof. Notwithstanding anything to the contrary contained herein or in any other loan document, no Event of Default shall be deemed to have occurred under any loan document with respect to Grantor; (a) in the case of a default by Grantor in tlle payment of any monetary obligation to the Beneficiary hereunder or under any loan document, unless and until Grantor shall have received written notice of such default from the Beneficiary, and Grantor shall have failed to cure such default within ten (10) days after the receipt of such notice; and (b) in the event of a default by Grantor of any :.OPMA\WORLDOX\S:\0"'85\00346\MSJE89. WPD 9 Order: 810979 Descnption: 1999.272110 Page 10of19 Comment· 11141 non-monetary obligation to the Beneficiary llereunder or under any loan document (other than pursuant to any other provision herein), unless and until Grantor shall have received written notice of such default from the Beneficiary, and Grantor shall have failed to cure such default within thirty (30) days after the receipt of such notice (it being agreed that if sucJI non-monetary default cannot be cured within such thirty (30) day period and Grantor bas commenced a cure within such thirty (30) day period and thereafter diligently prosecutors such cure to completion, same shall not be deemed an Event of Default under the applicable loan document). Notwithstanding anything to the contrary contained herein or in any loan document, if a default (if any) occurs under any loan document as a result of the action or omission of any guarantor under any loan document (any such guarantor or co-maker, a "Guarantor"), including, without limitation, the death or disability of any Guarantor, insolvency or bankruptcy of any Guarantor, any change in the conditions (financial or otherwise). operations, properties, or prospects of any Guarantor, or breach by any Guarantor of any of its representations. warranties, covenants, or obligations in any of the applicable loan documents, then, in any such case, Grantor shall have the right to cure such default by either (a) providing a substitute guarantor that is reasonably acceptable to Beneficiary; or (b) furnishing an irrevocable standby letter of credit in the amount of $1,000,000 in form reasonably acceptable to Beneficiary. Notwithstanding anything to the contrary contained herein or in any loan document: (a) if and so long as auy AG Member (as defined in the operating agreement of Grantor) (such party an "AG Member") shall be a member of Grantor, any such AG Member shall be permitted to transfer its respective membership interests in Grantor to any other person or entity; (b) a change of the beneficial or other ownership of Grantor shall not be deemed a sale, assignment, transfer, conveyance, or other disposition for purposes of this Deed of Trust, and. accordingly, no such change shall be restricted hereby or thereby, and ( c) there shall be no restriction upon the right of any member of Grantor to transfer its membership interests in Grantor pursuant to any remedy under its operating documents which are afforded to any member of Grantor against any other member for a failure to make capital contributions tl1ereunder; and in furtherance tl1ereof, a change of the beneficial or other ownership of any such member of Grantor shall not be deemed a sale, assignment, transfer, conveyance, or other disposition for puI]Joses of this Deed of Trust of any other loan document, and, accordingly. no such change shall be restricted hereby or thereby. 13. Upon the occurrence of an Event of Default, all indebtedness secured hereby shall, at the option of the Beneficiary, become immediately due and payable and this Deed of Trust may be foreclosed accordingly. The Beneficiary shall be entitled to the appointment of a receiver for the Premises to co11ect the rents and profits and to maintain the Premises during any foreclosure proceedings. The Beneficiary shall have the option of proceeding as to both the Real Estate and the Personal Premises in accordance with its rights and remedies in respect of tlle Real Estate. The requirement of the Unifonn Conunercial Code as to reasonable notice of any proposed sale or disposition of the Personal Premises shall be met if such notice is delivered or mailed to the Grantor at its address stated above at least ten (10) days prior to such sale or disposition. 14. If the Grantor shall weU and truly pay. perform. or cause to be paid and performed all of the Obligations in accordance with the terms of this Deed of Trust, the Note and each other evidence thereof, respectively, according to the tenor of the same. and shall well and truly keep and perform all of '.:0DMh\WORLDOX\S·.\05485\Q0346\MSJ2389.WPD 10 Order: 810979 Oescript10n: 1999.272110 Page 11of19 Comment: 11142 the covenants am.I agreements contained in this Deed of Trust. and if upon such full payment of the ·Obligations. as it may be extended from time to time, :shall have occurred and the Beneficiary's commitment to make additional loans shall have expired or terminated, then th.is trust shall cease and be · void, and the Premises shall be released and reconveyed by the Trustee to the Grantor. all at the cost of the Grantor; but if the Obligations, or any part thereof or any prior encumbrance be not paid at maturity or performed when due according to the tenor of the same, or if any other Default described in numbered Paragraph 11 of this Deed of Trust shall have occurred, then this conveyance shall remain in force and the Trustee or the Trustee's successor in trust, or in case of the Trustee's inability, neglect or refusal to act, then a successor appointed by the Beneficiary may, at the request of the Beneficiary, proceed to sell the Premises, or any part thereof, to the highest bidder for cash, first giving the notice and causing the appropriate documents to be duly filed for recording as required by the laws of tlle State of California in respect to exercising powers of sale under deeds of trust then in effect; and upon such sale, the Trustee shall execute a deed in fee simple of the Premises sold to the purchaser or purchasers thereof and shall receive the proceeds of such sale. out of which the Trustee shall (i) first pay the costs and expenses of executing this Trust. including lawful compensation of the Trustee; (ii) next pay any Expenses of Foreclosure (as hereafter defined) and reimburse the Beneficiary or any other person who shall have advanced any Expenses of Foreclosure. (iii) next repay to the Beneficiary and to any person or persons who. under the covenants hereinbefore set. fortb., shall have advanced or paid any money for taxes. mechanics' liens, insurance or prior encumbrances, as above provide<l. all sums so advanced, together with interest thereon accrued at the Default Rate from the date of such advance until the date of payment; (iv) next pay to the Beneficiary or the Beneficiary's assigns the amount unpaid on the Obligations secured hereby, together with interest accrued thereon; (v) next pay any amounts due on junior encwnbrances, and (vi) pay the balance to the Grantor or the Grantor's assigns or legal representatives. Notwithstanding any other provision of this Paragraph, upon the occurrence of an Event of Default, this Deed of Trust may, at the option of tJ1e Beneficiary, be foreclosed by judicial proceedings as deed of trust liens are foreclosed, and in the event of any such judicial foreclosure, the Beneficiary shall be entitled to recover, in addition to all other amounts secured hereby, all Expenses of Foreclosure. As used in tbis Paragraph, the term "Expenses of Foreclosure" means all expenses incurred by the Trustee or by the Beneficiary in connection with the sale of the Premises by the Trustee or in connection ·with any judicial foreclosure of tltls Deed of Trust including, without limitation, all reasonable attorney, Trustee, and related paraprofessional expenses incurred in connection with such sale or judicial foreclosure, aml all other reasonable costs and expenses associated with such sale or foreclosure, including without limitation, all expenses incurred for title searches, abstracts of title, title insurance, appraisals, surveys and environmental assessments reasonably deemed necessary by the Trustee or the Beneficiary. As used in the preceding sentence, the term "environmental assessments" meaus inspections and reports of environmental engineers or firms of environmental engineers or other appropriate experts, and associated samplings and testings of soil or groundwater, the purpose of which is to determine whether there is any Contamination associated with the Premises and if so, the extent thereof, and to estimate of the cost of Clean-up of any Contamination, and to determine whether there are any underground storage tanks or any asbestos in, on, or under the Premises and if so, whether there are any violations of Environmental La\vs in connection therewith. As used in this Paragraph, the tenus "Contamination," "Clean-up"' and "Environmental Laws" are used as defined in numbered Paragraph 10. In addition. upon the occurrence of an Event of Default, the Beneficiary may, at its option, (a) either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon and take possession of the Real Estate, or any part thereof, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value. marketability or ::ODMA \ WORLDOXIS: \OS48~\00.346\'MSJ238g. WPD 11 Order: 810979 Description. 1999. 272110 Page 12 of 19 Comment: 11143 . rentability of the Premises, or any part thereof or interest therein, make, mo<lify, enforce, cancel or accept tile surrender of any lease, take actions which may affect the income therefrom or protect the security hereof, and with or without taking possession of the Real Estate, sue for or otherwise collect the rents, • issues and profits, including, without limitation. those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including. without limitation, attorneys' fees, upon any indebtedness secured hereby, all in such order as the Beneficiary may detennine. The entering upon and taking possession of the Real Esmle, the collection of the rents, issues, and profits and the application thereof as aforesaid, or any of such acts, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such default or pursuant to such notice and, not<.vithstamling the continuance in possession of the Real Estate or the collection, receipt and application of the rents, issues and profits, the Trustee or the Beneficiary shall be entitled to exercise every right provided for in any of the agreements between Grantor and Beneficiary or by law or in equity upon the occurrence of any Event of Default, including, without limitation. the right to exercise the power of sale provided herein; and/or exercise all other rights and remedies provided herein, in any other agreement or other document or agreement now or hereafter supporting or securing all or any portion of the Obligations secured hereby, or at law or in equity. Upon request by the Beneficiary, the Grantor shaJI assemble and make available to the Beneficiary at the Real Estate any of the Premises which is not Iocated on the Real Estate or which has been removed therefrom. 15. The provisions of this Deed of Trust governing the contractual rights and obligations of the Grantor, the Beneficiary and the Trustee shall be construed according to the laws of the State of California. Notwithstanding the foregoing, the Trustee or Beneficiary has tlle right to bring any action or proceeding against Granter or its Premises in any courts of any other jurisdiction the Trustee or Beneficiary deems necessary or appropriate in order to realize on tlJ.e Premises or other security for the Obligations. The provisions of tbis Deed of Trust are intended to be supplemental and in addition to the provisions contained in any other agreement. In the event of any direct conflict between any of the provisions of this Deed of Trust and the Note, the latter shall prevail and be controlling. 16. The Trustee covenants faithfully to perform and fulfill the trusts herein created, being Hable, however, only for willful negligence or misconduct. 17. The covenants anu agreements 11ereinabove contained shall bind and inure to the benefit of, respectively. the assigns, successors and legal representatives of the Grantor, and any legally appointed successor of said Trustee, and the endorsees, assigns and legal representatives of the Beneficiary. 18. This Deed of Trust constitutes a fixture filing under the Uniform Commercial Code. 19. Jurisdiction. Grantor hereby irrel'QCably submits to the jurisdiction of any State or Federal court sitting in the County or City of St. Louis, l\Iissoud over any action or procef!ding arising out of or relating to this Deed of Trust, and Gran tor hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in such State or Federal court. Grantor hereby irreYocably waives, to the fullest extent it may effectiYely do so, the defense of an juconvenient forum to the maintenance of such action or proceeding. Grantor agrees that a fmal judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit ou the judgment or in any other manner prodded by law. ::ODMA\WORLDOXIS:\QS4SS'0034UIMSJ.Z3119.WPD 12 Order: 810979 Description: 1999.272110 Page 13of19 Comment: 11144 20. Oral Agreements. The following notice is given pursuant to Section 432.045 of the Missouri Revised Statutes; nothing contained in such notice shall be deemed to limit or modify the tenns of this Deed of Trust. "ORALAGREEl\IENTS OR COMMITl\IENTSTO LOAN MONEY, EXTEND • CREDIT OR TO FOREBEAR. FROM ENFORCING REPAl'l\!ENT OF A DEBT INCLUDING PROl\llSES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (GRANTOR) AND US (BENEFICIARY) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN Tms WRITING, 1VHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGimEl\ffiNT BETWEEN US, EXCEPT AS lVE l\IAY LATER AGREE IN WRITING TO MODIFY IT." 21. lYaiver of Jurv Trial. GRANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHlCII BENEFICIARY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISJNG OUT OF OR RELATING TO TlllS AGREEMENT, THE OBLIGATIONS OFGRA.t'ITORBEREUNDER ORBENFICIARY'S CONDUCT IN RESPECT OF ANY OF THE FOREGOING. 22. Notices. AU notices and other communications provided for herein shall, Wiless otherwise stated herein, be in writing and shall be personally tlelivered or sent by certified mail, postage prepaid, by prepaid overnight nationally recognized courier, or by facsimile, to the intended party at the address or facsimile number of such party set forth as follows: ;;0DMAIWORLDOX\S:\QS4351003461MSJ2389. WPD 13 Order: 810979 Description; 1999.272110 Page 14 of 19 Comment: If to Beneficiary: Southwest Bank of St. Louis 2301 South Kingshighway St. Louis. Ivlissouri 63110 Attention: Thomas E. Wilcox Facsimile No. (314) 268-2540 If to Trustee: Armstrong Teasdale LLP One l'vletropolitan Square Suite 2600 St. Louis, Missouri 63102 AtU1.: Josepll F. Hipskind. Jr. Facsimile No. {314) 621-5065 :ODMA \WORLOOX\S:\0548.5\00346\MSJ2389. WPD 14 'Jrder: 810979 Description. 1999.272110 Page 15of19 11145 Comment: If to Grantor: Azure Investors, L.L. C. clo Angelo, Gordon & Co., L.P. 245 Park Avenue, 26th Floor New York, New York 10167 Attn: Keith Barket Fascimilie No. (212) 867-5436 witll a copy to: Azure Investors, L.L.C. c/o Emerald Properties 225 South Iv1eramec Avenue, Suite 301 St. Louis, MO 63105 Attn: Ted Levis Fascimilie No. (314) 727-8341 witJJ a copy to: Duval & Stachenfeld, LLP 405 Lexington A venue, 3zw Floor New York, New York 10174 Attn: Bruce M. Stachenfeld Fascimilie No. (212) 883-8883 11146 or at such other address or facsimile numi:er as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective (a} if personally delivered, when delivered, (b) if sent by certifieu mail, three days after having been depositeu in the mail, postage prepaid, (c) if sent by overnight courier, one business day after having been given to such courier, or {d) if transmitted by facsimile. when sent. ::ODMA\WORLDOX\S:IQ54S5100346\MSJ.2J89.Wpl;) 15 Order: 810979 Description. 1999.272110 Page 16of19 Comment: . . ll-i WITNESS WHEREOF, the Grantor has executed these presents as of me day and year first ".:tbove written: AZURE INVES1'0RS7 L.L.C., a Delaware limited liability company By: AG Asset Manager, Inc .• a Delaware corpo~[, By=------~'----1"'-"'"------ Name: fr ed. \S e.Y~ ei,~ Title: v }L.c.. -Pv-c J.-e-v--A;- Order: 810979 Descnption: 1999.272110 Page 17of19 Comment: 11147 .. .,STATE OF '1l..{w L{ov k ) . ) SS. 11148 (C>twd=i'\ OF lJ.tw l( vr[S, ) .)J * day of A&v\ l trz:L. before me appeared ..Q.~,. ' to me known to oe the pers<m described m and who executed the foregoing instntment. a& the ( e6 \ <::\ 0vt of Ps<:r 1\#.ef w.~~6-rjioration, and the said co.rporation i~ the \"r-..o.JrLJ-t]-et' of }\iu.1·-(. .1)'11t$'lt>•7j 11 t-; a limited liability wmpany organized under the laws of the State of k.'.o... \.U&VQ. and acknc•wledged that~she executed the same as the free acl and deed of said corporation and said limited liability company and is acting for and on behalf of said corporation tpJd said limiced liability company. ( IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the f2\J..V\\'\,\ and State aforesaid on the day and Vear first above written. \ . . 0)2__~~-= Notary Public o My Conunission Expires: ~~~~~~~~ Order: 810979 CLAYTON NOffiEMAN Notary Public, State of New York No. 01N06013148 Qualified In New York County Commission Expires 09/08/2000 Description: 1999.272110 Page 18of19 Comment: EXHIBIT A PARCELS BAND D OF PARCEL Iv1AP 10283, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OP SAN DIEGO COUNTY, BEING A DIVISION OF A PORTION OF LOT 9 AND A PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 12 SOUTH, RANGE 4 WEST, SAN BERNADINO :MERIDIAN, IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, Sf ATE OF CALIFORNIA :;ODMA\WORLDOX\S:\05485100346\MSJ2389.WPD 'Jrder: 810979 Descript10n: 1999.272110 Page 19of19 Comment: 11149 AMERICAN TITLE COMPANY 1111 EAST KATELLA AVE., SUITE #120 ORANGE, CALIFORNIA 92867 (714) 289-7100 * Fax (714) 289-7105 PRELIMINARY REPORT ONLY To: Compass Telecom Services 5465 Morehouse Drive #265 San Diego, CA 92121 Attn: Michael Beaulieu Attn: Michael Beaulieu EFFECTIVE DATE: January 18, 2001 at 7:30 AM Your Ref: SD40XC307B Our No.: 810979-12 Title Officer: Cindy Fern PROPERTY ADDRESS: 7710 El Camino Real Carlsbad, CA In response for the above referenced application for a policy of title insurance, American Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrances not shown or referred to as an Exception in Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said forms. The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in the attached cover sheet. Copies of the Policy forms should be read. They are available from the office which issued this report. THIS REPORT, (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not written representation as to the condition of title and may not list al1 liens, defects and encwnbrances affecting title to the land. ~RDER NO.: 810979-12 ~ seHEDULE A THE FORM OF POLICY OR POLICIES OF TITLE INSURANCE CONTEl-!PLATED BY THIS REPORT IS; NONE California Land Title Association Standard Coverage Policy - 1990 American Land Title Association Loan Policy (10-11-92) with ALTA Indorsement Form 1 Coverage American Land Title Association -Residential Title Insurance Policy -1987 THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: Azure Investors, L.L.C., a Delaware limited liability company THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND-IS DESCRIBED AS FOLLOWS: SEE EXHIBIT 11 A11 FOR LEGAL DESCRIPTION ORDER NO.: 810979-12 - EXH'.IBIT "A" Parcel B of Parcel Map No. 10283, in the City of Carlsbad, in the County of San Diego, State of California, filed in the Office of the County recorder of San Diego County, June 30, 1980, as Instrument No. 80-240721, Official Records. .ORDER NO.: 810979-12 ~ SCHEDULE B AT THE DATE HEREOF EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2001-2002. B. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2000-2001, Assessor's Parcel Number 216-124-17-00 Code Area: 1st Installment 2nd Installment Exemption: 09045 $16,759.61, Paid $16,759.61, Open None C. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (Commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1. Water rights, claims or title to water, whether or not disclosed by the public records. 2. Rights of the public as to any portion of the land lying within the area commonly known as any lawful streets or highways. 3. The right to tend and maintain drainage structures and excavation and embankment slopes beyond the limits of the right of way granted therein where required for construction and maintenance Granted to: Recorded: County of San Diego February 28, 1950, in Book 3518, Page 221, Official Records 4. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: San Diego Gas & Electric Company poles, steel towers and cables October 16, 1955, in Book 6301, Page 162, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. ORDER NO.: 810979-12 ~ SCHEDULE B (CONTINUED) 5. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: San Diego Gas & Electric Company poles, wires and anchors October 17, 1961, as Instrument No. 180018, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. 6. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: Frank Gonsalves, et al road, public utilities and sewer lines January 29, 1962, as Instrument No. 16774, Official Records. the Southerly 30 feet 7. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: San Diego Gas & Electric Company poles, steel towers, wires and cables June 20, 1962, as Instrument Ho. 104913, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. 8. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: County of San Diego drainage structures and excavation and embankment slopes May 29, 1968, as Instrument No. 90113, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. ORDER NO.: 810979-12 - SCHEDULE B (CONTINUED) q Covenants, conditions and restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin) as set forth in the document Recorded: November 26, 1968, as Instrument No. 207883, Official Records. Note: Section 12956.1 of the Government Code provides the following: If this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal housing laws and is void. Any person holding an interest in this property may request that the county recorder remove the restrictive language pursuant to subdivision (c) of Section 12956.1 of the Government Code. Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. 10. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: County of San Diego drainage structures and excavation and embankment slopes February 18, 1970, as Instrument No. 30220, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. 11. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: San Diego Gas & Electric Company gas lines June 14, 1972, as Instrument No. 150689, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. ORDER NO.: 810979-12 - SCHEDULE B (CONTINUED) 12. Easement(s) for the purposes(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract. Purpose: proposed private road and utilities Affects: That portion of said land as shown thereon Reference is made to said document for full particulars. 13. Improvement requirements as set forth on said Parcel Map No. 10283. 14. The fact that the ownership of said land does not include rights of access to or from the street, highway, or freeway abutting said land, such rights having been relinquished by the map of said Tract. Affects: El Camino Real and La Costa Avenue Said land, however, abuts on a public thoroughfare, other than the one referred to above, over which the rights of vehicular access have not been relinquished. 15. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: La Costa Land Company road June 30, 1980, as Instrument No. 80-240725, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. 16. Covenants, conditions and restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color, religion, sex, handicap, familiai status or national origin) as set forth in the document Recorded: September 3, 1980, as Instrument No. 80-282192, Official Records. Note: Section 12956.1 of the Government Code provides the following: If this document contains any restriction based on race, color, religion, sex, familial status, marital status, disability, national origin, or ancestry, that restriction violates state and federal housing laws and is void. Any person holding an interest in this property may request that the county recorder remove the restrictive language pursuant to subdivision (c) of Section 12956.1 of the Government Code. ORDER NO.: 810979-12 4t SCHEDULE B (CONTINUED) Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. The above mentioned Covenants, Conditions and Restrictions provide that the lien of the assessment provided therein shall be subordinate to the lien of any first mortgage upon any lot or condominium unit. 17. A lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Eecorded: William F. Burnett and Joyce H. Burnett, husband and wife Vons Grocery Co., a Delaware corporation September 3, 1980, as Instrument No. 80-282193, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 18. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: San Diego Gas & Electric Company gas lines November 5, 1980, as Instrument No. 80-372863, Official Records. The exact location and extent of said easement is not disclosed of record. 19. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: William F. Burnett and Joyce H. Burnett, husband and wife as community property Wells Fargo Bank, N.A., a National Banking Association Memorandum of Lease !.\'larch 19, 1981, as Instrument No. 81-083689, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. ORDER NO.: 810979-12 ~ SCHEDULE B (CONTINUED) 20. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: Olivenhain Municipal Water District pipe lines July 17, 1981, as Instrument No. 81-225063, Official Records. That portion of said land as shown thereon Reference is made to said document for full particulars. 21. Easement(s) for the purposels) shown below and rights incidental thereto as granted in a document; Granted to: Purpose: Recorded: Affects: Pacific Telephone and Telegraph Company underground communication facilities March 25, 1982, as Instrument No. 82-080974, Official Records. The exact location and extent of said easement is not disclosed of record. 22. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company Richard L. Barbour dba Barbour Management Company Notice of Non-Responsibility August 11, 1995, as Instrument No. 95-0349053, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 23. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company Global Resources Investment, Ltd. Notice of Non-Responsibility June 3, 1996, as Instrument No. 96-0277391, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. ORDER NO.: 810979-12 tt SCHEDULE B \CONTINUED) 24. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company D. Gary Lee and Janette Lee Notice of Non-Responsibility January 22, 1997, as Instrument No. 97-0027584, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 25. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company Susan Ed Kessler dba Windsor Rose Notice of Non-Responsibility July 23, 1997, as Instrument No. 97-0349656, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 26. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company Samuel & Valerie Chereskin dba chereskin Architecture Notice of Non-Responsibility August 13, 1997, as Instrument No. 97-0386905, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 27. An unrecorded lease with certain terms, covenants, conditions, and provisions set forth therein. Lessor: Lessee: Disclosed By: Recorded: The Variable Annuity Life Insurance Company Pizza Hut, Inc. f/k/a Pizza Hut of San Diego, Inc., a California Corporation Assignment And Assumption of Lease Agreement April l3, 1998, as Instrument Ho. 98-0205917, Official Records. The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. ORDER NO.: 810979-12 e SCHEDULE B (CONTIHUED) 28. The terms, provisions and conditions contained in a document entitled 11 Median And Traffic Signal Construction Agreement", executed by and between HPBA III -Carlsbad Associates, LLC, a California limited liability company and Continuing Life Communities, LLC, a California limited liability company, recorded January 26, 1999, as Instrument No. 99-0044435, Official Records. 29. A Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby Amount: Dated: Trustor: Trustee: Beneficiary: Recorded: $8,527,000.00 April 21, 1999 Azure Investors, L.L.C., a Delaware limited liability company Joseph F. Hipskind, Jr. Southwest Bank of St. Louis, a Missouri banking corporation April 22, 1999, as Instrument No. 99-0272110, Official Records 30. An assignment of all the moneys due, or to become due, as rental, as additional security for the obligations secured by deed of trust shown as item no. 29 above. Assigned to: By Assignment Recorded: Southwest Bank of St. Louis, a Missouri banking corporation April 22, 1999, as Instrument No. 99-0272111, Official Records 31. Financing statement filed in the Office of the County Recorder, showing Debtor: Secured Party: Recorded: Azure Investors, L.L.C. Southwest Bank of St. Louis April 22, 1999, as Instrument No. 99-0272112, Official Records 32. Any rights of the parties in possession of a portion of, or all of said land, which rights are not disclosed by the public record. END OF REPORT I' • 09&19 C~L t!.127 NSP cm or t:NCIHrTAS 7 J'2'$ !:;.lfJI• 5;·zz .. w ~ \~ '' i•k,. • If ~ f "'• • - ' If::: Jr• • 1l 1-800-345-7334 D::TAI !.. 8 SCALE: (, 200' • ';t-I '" 1"1 ~ ) -- I ' , , , , . , ,-, 11 , 1 , 1 , I , ~I ' 1 , 1 , , , , ~I ' , , , , , .-·nrrrrrrr:;I ' , , , , , , . 'r,I \ DETAIL'C" IJO SCALE "" .,,_~,, .;l.tl -...::;...,_:l8.(J4 ..., .. r,7·~.c -'o .. w • OPE'W SPACE !:SMT-sua:. 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