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HomeMy WebLinkAboutCarlsbad Retail Associates; 1988-11-23;I Ticor Title insurance c of California 6300 Wilshire Boulevar P.O. Box 92792 Los Angeles, CA 9000: @ TICOR TITLE INSURANCE Policy of Title Insurance American Land Title Association COVERAGE, THE EXCEPTIONS FROM the title; Owner’s Policy SUBJECT TO THE EXCLUSIONS FROM 2. Any defect in or lien or encumbrar COVERAGE CONTAINED IN SCHEDULE B 3. Unmarketabi,ity of the title; AND THE CONDITIONS AND STIPULA- TIONS, TICOR TITLE INSURANCE COM- 4. Lack of a right of access to and frc PANY OF CALIFORNIA, a California land. corporation, herein called the Company, The Company will also pay the insures, as of Date of Policy shown in attorneys, fees and expenses incur exceeding the Amount of Insurance stated the extent provided in the Conditior in Schedule A, sustained or incurred by the Stipulations. insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; Schedu1e A, against loss Or damageT not defense of the title, as insured, but ( TICOR TITLE INSURANCE COMPANY OF CALIFORNIA BY President Attest g$&Lc=- Secretary 7 , / TO 3100 (5-88) ALTA Owners Policy (10-21-87) CAT NI Exciusions from Coverage The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, any improvement now or hereafter erected on the land; (iii) a separa- tion in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. - ' Rights of eminent domain unless notice of the exercise thereof has beel recorded in the public records at Date of Policy, but not excluding fron coverage any taking which has occurred prior to Date of Policy whicl would be binding on the rights of a purchaser for value without knowledge Defects, liens, encumbrances, adverse claims or other matters: 3. or enjoyment of the land; (ii) the character, dimensions or location of (a) created, suffered, assumed Or agreed to by the insured 'Iaimant; (b) not known to the Company, not recorded in the public records at Datl of Policy, but known to the insured claimant and not disclosed ii writing to the Company by the insured claimant prior to the date thl insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of policy; or (e) resulting in loss or damage which would not have been sustained the insured claimant had paid value for the estate or interest insure by this policy. Conditions and Stipulations 1. DEFINITION OF TERMS. land, or holds an indebtedness secured by a purchase money mortgage give by a purchaser from the insured, or only so long as the insured shall havl liability by reason of covenants or warranty made bythe insured in any transfe or conveyance of the estate or interest. This policy shall not continue in force i favor of any purchaser from the insured of either (i) an estate or interest in th land, or (ii) an indebtedness secured by a purchase money mortgage given t' the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of an litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come t an insured hereunder Of any claim Of title or interest which iS adverse to the titi t0 the estate Or interest, as insured, and which might cause IOSS or damage fc which the Company may be liable by virtue of this POliCY, Or (iii) if title to th8 estate or interest, as insured, is rejected as unmarketable. If prompt notice sha not be given to the Company, then as to the insured all liability of the Compan shall terminate with regard to the matter or matters for which prompt notice i required; provided, however, that failure to notify the Company shall in no cas, prejudice the rights of any insured under this policy unless the Company sha be prejudiced by the failure and then only to the extent of the prejudice, The following terms when used in this policy mean: (a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduci- ary successors. (b) "insured claimant": en insured claiming loss or damage. (c) "knowledge" or "known": actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "bid": the land described 01 referred to in Schedule A, or in Sched- Ule c if not provided for in Schedule A, and imprOVementS affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines Of the area described Or referred t0 in the applicable Schedule, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage": mortgage, deed of trust, trust deed, 01 other security instrument. (f) finpublic records": records established under state statUtes at Date of Policy for the purpose of imparting constructive notice of matters relating to real propew to purchasers for value and without knowledge. With respect to Set- tion I(a)(iv) of the Exclusions From Coverage, 4cpublic records" shall alSO include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (9) "unmarketability of the title": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the 4- DEFENSE AND PROSECUTlON OF ACTION% DUTY OF INSURED CLAIMANT To COOPERATE. (a) Upon written request by the insured and subject to the options cor tained in Section 6 of these Conditions and Stipulations, the Company, at it own cost and without unreasonable delay, shall provide for the defense of a insured in litigation in which any third party asserts a claim adverse to the title c interest as insuredi but Only as t0 those stated cauSeS Of action alleging defect, lien or encumbrance or other matter insured against by this policy. Th, Company shall have the right to select counsel of its choice (subject to the righ of the insured to object for reasonable Cause) to represent the insured as tl those stated causes of action and shall not be liable for and will not pay the fee of any other counsel. The Company will not pay any fees, costs or expense incurred by the insured in the defense of those causes of action which alleg matters not insured against by this policy. (b) The Company shall have the righti at its Own costi t0 institute an' prosecute any action or proceeding or to do any other act which in its opinioi may be necessary or desirable to establish the title to the estate or interest, a insured, or to prevent or reduce loss or damage to the insured. The Compan may take any appropriate action under the terms of this Policy. whether Or not 1 J (CONDITIONS AND SnWLATIONS CONTINUED ON INSIDE OF, THE LAST PIQE OF THIS POUCl . '. , * %I shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdic- tion and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by !he Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required Cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSU This policy is a contract of indemnity against actual mon' 5. PROOF OF LOSS OR DAMAGE. damage sustained or incurred by the insured claimant who has su In addition to and after the notices required under Section 3 Of these damage by reason of matters insured against by this policy an Conditions and Stipulations have been provided the Company, a proof of loss extent herein described, or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liablity or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memo- randa, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized represen- tative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SElTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following (a) To Pay or Tender Payment of the Amount of Insurance. TO Pay Or tender Payment in the ~~Ount of insurance under this Policy together with any Costs, attorneys' fees and expenses incurred by the insured Claimant, which Were authorized by the COmpanY,, UP to the time Of payment Or tender of payment and which the Company is obligated to pay. tions to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, I continue any litigation, and the policy shall be surrendered to the cancellation. (b) To Pay or Otherwise Settle With Parties Other than tt (i) to pay or otherwise settle with other parties for or ii an insured claimant any claim insured against under this pa with any costs, attorneys' fees and expenses incurred b) claimant which were authorized by the Company up to the tin and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimai damage provided for under this policy, together with any COS fees and expenses incurred by the insured 'Iaimant whict rized by the Company up to the time Of payment and which t is Obligated to pay. Upon the exercise by the Company of either of the optit for in paragraphs b(i) or (ii), the Company's obligations to under this policy for the claimed loss or damage, other than t required to be made, shall terminate, including any liability or defend, prosecute or continue any litigation. With the Insured Claimant. (a) The liability of the Company under this policy shall no kast of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured esta as insured and the value of the insured estate or interest SI defect, lien or encumbrance insured against by this policy. (b) In the event the Amount Of 'nSurance stated in Schedule ' of Policy is less than 80 percent of the value of the insured estate the full consideration paid for the land, whichever is less, or if subs6 Date of Policy an improvement is erected on the land which increa! of the insured estate or interest by at least 20 percent over thi Insurance stated in Schedule A, then this Policy is subject to thl (i) where no subsequent improvement has been mac partial loss, the Company shall Only pay the loss pro rata in " that the amount Of inSurance at Date Of p0licy bears to the tots. Insured estate Or interest at Date Of p0licy; Or (ii) where a subsequent improvement has been madt partial loss, the Company shall only pay the loss pro rata in th that 120 percent of the Amount of Insurance stated in Schedul the sum of the Amount of Insurance stated in Schedule A and expended for the improvement. The provisions of this paragraph shall not apply to costs, att, and expenses for which the Company is liable under this Policy, a1 apply to that Portion of any loss which exceeds, in the aggregates 1 the Amount Of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees ar incurred in accordance with Section 4 of these Conditions and S 8. APPORTIONMENT. If the land described in the applicable Schedule consists of t parcels which are not used as a single site, and a loss is establish( one or more of the parcels but not all, the loss shall be computed an a pro rata basis as if the amount of insurance under this policy was rata as to the value on Date of Policy of each separate parcel tc exclusive of any improvements made subsequent to Date of polic liability or value has otherwise been agreed upon as to each ps Company and the insured at the time of the issuance of this policy additional options: Upon the exercise by the Company of this option, all liability and obliga- by an express statement Or by an endorsenlent attached to this (CONDITIONS AND STIPULATIONS CONTINUED AND CONCLUDED ON REVERSE SIDE 0 9. LIMITATION OF LIABILITY. required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impair- ment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obligors. The Company's right of subrogation against noninsured obligors shall exist and shall include, without limitation, the rights of the insured to indemni- ties, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion rights by leaSon Of this p0licy' 14. ARBITRATION. Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,00O,OOO shall be arbitrated only when agreed to by both the Company and the insured. Arbitra- tion pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator@) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. lo' REDUCTloN OF INSURANCE; REDUCT'oN OR TERMlNATloN OF LIABILITY. All payments under this policy, except payments made for costs, attor- neys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the strued as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at its Principal Office, les, California 9ooo9. fixed in accordance with these Conditions and Stipulations, the loss or damage Company. In interpreting any provision Of this Policy* this Policy shall be con- shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this (c) No amendment Of Or endorsement to this Policy can be made except policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compre mise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. insured claimant, the Company shall be subrogated to these rights and reme- dies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be If a payment On account Of a 'Iaim does not fully 'Over the loss Of the Claims Depaflment, 6300 Wilshire Boulevard, P.0. Box 92792, Los Ange- (MIS CONCLUDES THE ALTA OWNER'S PWCY (10-2l-87)) .-.-. . ,*-. w mkun IIILG 1iuaUl3ANCt AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (1987) SCHEDULE A POLICY NO. : 1177084 AMOUNT OF INSURANCE: $2,566,050.89 PREMIUM : $2,567.00 DATE OF POLICY : NOVEMBER 19, 1990, AT 8:OO A.M. 1. NAME OF INSURED THE CITY OF CARLSBAD, CALIFORNIA 2. THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POL VESTED IN: THE CITY OF CARLSBAD, CALIFORNIA 3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE C WHICH IS COVERED BY THIS POLICY IS A FEE SCHEDULE B THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMP. WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES) WHICH ARISE BY REA! OF: 1. GENERAL AND SPECIAL TAXES AND SPECIAL ASSESSMENTS, IF AI COLLECTED WITH SAID TAXES. FOR THE FISCAL YEAR : 1990-91 INCLUDING PERSONAL PROPERTY TAX, IF ANY, SECOND INSTALLMENT : NOW PAYABLE AND WILL BE DUE FEBRUARY 1, 199 THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THI PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVEI TAXATION CODE OF THE STATE OF CALIFORNIA. 2. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICUI DATED : FEBRUARY 28, 1984 BY AND BETWEEN : WESTWOOD SAVINGS AND LOAN ASSOCIATION AND THE CI1 REGARD I NG : HOLDING HARMLESS THE CITY OF CARLSBAD FOR ANY OF CARLSBAD LIABILITY RESULTING FROM THE ALTERATION OF NORMAL FLOW OF SURFACE WATER RECORDED : APRIL 12, 1984, RECORDER'S FILE NO. 84-134175 3. AN EASEMENT, AS REFLECTED IN AN INSTRUMENT CREATING OR REAFFIRM1 SAID EASEMENT, AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPO! STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF : SAN DIEGO GAS & ELECTRIC COMPANY, A CORPORATION 1177084- POL PAGE 1 m IILU~ HILIE riusUHANLt FOR : POLES, WIRES AND ANCHORS FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY; UNDERGROUND FACILITIES AND APPURTENANCES FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY; PIPELINES AND APPURTENANCES FOR ANY AND ALL PURPOSES; AND COMMUNICATION FACILITIES, OVERHEAD AND/OR UNDERGROL AND APPURTENANCES AFFECTS : A STRIP OF LAND, INCLUDING OF THE AREA LYING BETWEE THE EXTERIOR SIDELINES, WHICH SIDELINES SHALL BE TI (3) FEET, MEASURED AT RIGHT ANGLES, ON EACH EXTERIC SIDE OF EACH AND EVERY FACILITY INSTALLED WITHIN TI- HEREIN DESCRIBED PROPERTY ON OR BEFORE AUGUST 31, 1985. RECORDED : SEPTEMBER 6, 1984, RECORDER'S FILE NO. 84-340307 4. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICU DATED : FEBRUARY 28, 1984 BY AND BETWEEN : WESTWOOD SAVINGS AND LOAN ASSOCIATION AND THE CI REGARDING : TO HOLD HARMLESS THE CITY OF CARLSBAD OF ANY OF CARLSBAD LIABILITY CAUSED BY THE DIVERSION OF ALTERATION THE NORMAL FLOW OF SURFACE WATERS RECORDED : APRIL 12, 1985, RECORDER'S FILE NO. 85-134157 5. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICU DATED : JULY 11, 1986 BY AND BETWEEN : THE F.T. VON DER AHE COMPANY AND THE CITY OF REGARD I NG : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : JULY 24, 1986, RECORDER'S FILE NO. 86-308336 6. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICUI DATED : FEBRUARY 17, 1988 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES, WESTWOOD SAVINGS AND REGARDING : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : MARCH 11, 1988, RECORDER'S FILE NO. 88-113603 7. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICUI DATED : APRIL 24, 1989 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES AND THE CITY OF CARLSI REGARDING : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : JUNE 14, 1989, RECORDER'S FILE NO. 89-312615 8. AN EASEMENT AFFECTING A PORTION OF SAID LAND AND FOR THE PURPO. STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED MAP : PARCEL MAP 16044 FOR : WATER, STORM DRAIN AND PUBLIC UTILITY AND ACCESS AFFECTS : AS SHOWN ON PARCEL MAP 16044 9. A DECLARATION AND RESERVATION OF ACCESS AND RECIPROCAL PARKING EASEMENTS EXECUTED BY CARLSBAD RETAIL ASSOCIATES, A JOINT VENTURE COMPRISED OF JDCR LTD. PARTNERSHIP, A WISCONSIN LIMITED PARTNERSHIP, AND FREDERICK T. VON DER AHE, DBA THE F.T. VON DER AHE COMPANY, WAS RECORDED MAY 7, 1990, RECORDER'S FILE NO. 90-249319. CARLSBAD LOAN ASSOCIATION, AND THE CITY OF CARLSBAD 1177084- POL PAGE 2 w 11huc1 IIiLC IIY3UHANCI= 10. AN EASEMENT, AS REFLECTED IN AN INSTRUMENT CREATING OR REAFFIRh SAID EASEMENT, AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPC STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF : SAN DIEGO GAS & ELECTRIC COMPANY, A CALIFORNIA GENE FOR : A. UNDERGROUND FACILITIES AND APPURTENANCES FOR Tt PARTNERSHIP TRANSMISSION AND DISTRIBUTION OF ELECTRICITY. B. PIPELINES AND APPURTENANCES FOR ANY AND ALL PURPOSES. C. COMMUNICATION FACILITIES, AND APPURTENANCES. AFFECTS : A STRIP OF LAND, INCLUDING ALL OF THE AREA LYING RECORDED : AUGUST 14, 1990, RECORDER'S FILE NO. 90-444389 BETWEEN THE EXTERIOR SIDELINES, WHICH SIDELINES SHA BE 3 FEET, MEASURED AT RIGHT ANGLES, ON EACH EXTERI SIDE OF EACH AND EVERY FACILITY INSTALLED WITHIN TH HEREIN DESCRIBED PROPERTY ON OR BEFORE JUNE 30, 1992. 11. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICU DATED : OCTOBER 26, 1990 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES, A CALIFORNIA GENERAL PARTNERSHIP ("GRANTOR"), ITS SUCCESSORS AND ASS1 AND SAN DIEGO GAS & ELECTRIC COMPANY, A CALIFORN CORPORATION ( "SDG&E" ) REGARDING : THE FOLLOWING COVENANTS AND MUTUAL BENEFITS TO B DERIVED THEREFROM IN RESPECT TO METER ACCESS: 1. GRANTOR DOES HEREBY GRANT SDG&E THE RIGHT ANI EASEMENT TO ENTER AT ALL TIMES UPON, OVER, ACROS AND THROUGH THE GROUNDS, PARKING AREAS, PATHWAYS ACCESSWAYS, WALKWAYS, ELEVATORS, STAIRWAYS AND/OI CORRIDORS OF THE HEREIN DESCRIBED LAND, BUILDING AND STRUCTURES TO PROVIDE "SDG&E" INGRESS, EGRES AND ACCESS TO SAID METERS LOCATED ON GRANTOR'S LAND. SAID EASEMENT SHALL BE A FLOATING EASEMEN AND SHALL BE A ROUTE AVAILABLE TO SDG&E 24 HRS. /DAY. 2. GRANTOR AGREES THAT ALL DOORS, GATES OR OTHE' SUCH FACILITIES WHICH RESTRICT ACCESS TO ANY MET LOCATIONS SHALL BE LOCKED ONLY WITH LOCKING DEVI( ACCEPTABLE TO SDG&E AND THAT GRANTOR WILL, UPON SDG&E'S REQUEST, REPLACE WITHOUT COST TO SDG&E Ai EXISTING LOCKING DEVICE WITH A DEVICE ACCEPTABLE SDG&E. 3. GRANTOR AGREES THAT ALL ROUTES OF INGRESS, EGRESS AND ACCESS SHALL MEET WITH AND BE SUBJECT SDG&E'S APPROVAL AND SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL STATUTES, ORDINANCES, RULES AND REGULATIONS, INCLUDING, BU1 NOT LIMITED TO STATE AND/OR FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACTS AND ANY SAFETY ORDERS OF 1 CALIFORNIA PUBLIC UTILITIES COMMISSION. 1177084- POL PAGE 3 - H 14kun IIILC IN~UHANC€ 4. GRANTOR AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS SDG&E, ITS EMPLOYEES AND AGENTS FROM AP AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, CO! (INCLUDING COSTS OF DEFENSE), AND EXPENSE FOR DAMAGES TO PROPERTY OR FOR INJURIES TO OR DEATH PERSONS, INCLUDING, BUT NOT LIMITED TO, UNPROVE! CLAIMS OF THEFT, IN ANY WAY ARISING FROM OR GROI OUT OF (I) THE PRESENCE OF SAID METERS AND (11) EXERCISE BY SDG&E, ITS EMPLOYEES AND AGENTS OF 1 RIGHTS CONTAINED HEREIN, AS SET FORTH ABOVE. RECORDED : NOVEMBER 14, 1990, RECORDER’S FILE NO. 90-614868 1177084- POL PAGE 4 w 11bwc1 ~IILC UJSUHANL€ SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: PARCEL 2 OF PARCEL MAP NO. 16044, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF TI COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 5, 1990. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE 01 AND MINERAL RIGHTS IN CONNECTION WITH SAID LAND PROVIDED THAT THIS RESERVATION DOES NOT INCLUDE ANY RIGHT OF THE GRANTOR TO MAKE A SURFACE ENTRY FOR THE PURPOSE OF EXPLORING FOR OR EXTRACTING ANY 01 OR MINERALS, IT BEING THE AGREEMENT OF PARTIES HERETO THAT GRANTOR SHALL, IN THE EVENT, OIL OR MINERALS ARE EVER PRODUCED OR EXTRACTED FROM SAID LAND BE ENTITLED TO ONE-HALF OF THE NET PROCEEDS THEREOF, RESERVED BY CLAUDIE MAY MILLIGAN, A WIDOW BY DEED RECORDED DECEMBER 31, 1956 IN BOOK 6399, PAGE 434 OF OFFICIAL RECORDS. 1177084- POL PAGE 5 ........... -_ n, i; 1 I I I I I I I I I I I 1 I Transar] Jca Title Insurance G . rpany 4355 RUFFIN ROAD (619) 565-8131 SAN OIEGO, CALIFORNIA 92123 9ATE NO~.!EMbEF: 25. 15'87 OF:DER ra - .Ai.:)f:)&) 182 l 2GHNSON !4AX DEL'ELOFMENT CL)MF!r\NY 3 15r:) RE I STOL STREET Z!*JL? FLEOf? CCISTr? MESA, CfiL I FOFiN I A ATTN: PI I TCH BROWN YOIJK: r.10. 97 1 Ci7:4 1 -------------- PRELIMINARY REPORT--------------- I# RESPONSE TO THE AROVE REFEREYiED APPLICATION FOR A POLICY OF TITLE INSURANCE, TRAHSAflERICA TIT!!! IYSUDkNCE HERESY REPlJRTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A POLICY OR POLICIES OF TITLE INSURANCE DESCR-:BIN6 THE LAND RND THE ESTATE OR INTEREST THEP.E!N HEREINAFTEI! SET FORTH, INSURING AGAINST LOSS WHICH HAY BE SUSTAINED 9Y REASON OF ANY DEFECT, LIE1 OR EHCUHSRBHCE NO! SHOWN OR REFERRED TO AS AN EXCEPTION BELOY OR HOT EWCLUDED FROPI COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CQ#DITIONS AND STIPULATIONS OF SAID POLICY FORH. THE PDINTED EICEPTIOYS AND EXCLUSIONS FROPI THE COVERAGE OF SAID POLICY OR POLICIES !IRE SET FORTH IH ISSUED THIS REPORT. THIS P,E?O.?? !AH0 ANY S!JPPLEBENTS OR A!tE#DREYTS THERETO! IS ISSUED SOLELY FliR TIE PURPOSE gF FA&!LITAT!NS ?X !SSUANCE OF A POLICY OF TITLE INSURANCE AND ti0 LIABILITY iS ASSUIE? HEREBY. IF IT IS DESIRE0 THAT L!ARILITY !E ASSUYED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMIT!!ENT SHOULD EE REWESTED. D EIHIBIT 'A' ATTACHED. ccms cIF THE POLICY FORBS swD BE READ. THEY ARE AVAItg8LE FftOn THE n,FFICE iHICH DATED AS OF 7:30 A.M. NOVEMEEF: 23, 1?97 1 ~GqllhI-- FI'ETTA GKJ PIE F !TITLE OFFICER) 1: Transar . Aca Title Insurance C- ,ipany 1 1 I puLIcy - I$?'; 1 8 t I 1 D I 1 I t I R I 1 i THE FORM IJF: F0F:MS OF FOLICY OF TITLE INSUF:AMCE CUNTEMFLATED E'/ THIS REFORT IS: CAL I FOEN I A LAND T I TLE ASSOC I (?TI ON STANDARD COIJEF.AGE T!-!E ESTATE OR 1 Pm3:EST IN THE LAND HE?€ I PJAFTEF; EESCR I BED c3F: F:EFEF:RED TG CCIVEF:EE EY THIS F;.EF'URT IS A FEE TITLE TO SAID ESTGTE OF: INTEFEST 9T THE DGTE HEF.EOF IS (JESTED Itti: WALTER ,?,?PIES FF:AI\IDSEM AND I.IAPJEA LOF:ENE FRANDSEN, l-!USBAND AND WIFE AS JO 1NT TENANTS Transar,. xica Title Insurance G- .ipany 1: * I I 1 1 1 I I I I I I I I 1 1 8 l THE LiqraJD F:EFEEEED TO HEREIN IS SITUGTED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, CITY OF !!JNINCORFOEATED fiF:EA) , A!*ID IS 1 EESCF: I RED AS FOLLObJS : ALL THAT FOE'TION OF 'THE WEST HALF OF THE NORTHEAST QUAF:TER OF SECT? OF4 26 , TDWPLSH IF 12 SUUTH , F:GNGE 4 WEST , SAN EERNARD I r4(5 rw:IDIm, 1r.i THE I=e!urm OF SAN DIEGO, STATE OF cALI!=m~m, ACCORD I NG TO OFF I C'I AL FLAT THE?:EDF DESCF: I RED AS FOLLOWS : COMM ENC I NG AT TEE NORTHL4EST CORNER OF THE WEST HALF c3F !.JEST LINE OF THE WEST HALF OF THE NORTHEGST GLIARTEF: OF skID SECTTON, SOUTH O'03'33" EAST, 1441.19 FEET TO THE TRI.!E PO I NT OF BEG INN I FIG J THENCE LEAVING SA ID WEST LIME SOUTH 89015721~ EAST, asc.55 FEET TO A FOINT IN THE ARC OF A 1755. Xi FOOT RAD I US CUFYJE, CONCAVE SOUTHWESTEELY , A F:&E I AL LINE TO SA ID FO I NT BEARS NOFtTH 75' 12' QO" EAST, SAID POINT E.'EING IN THE SOUTI-IWESTEELY LINE OF THAT CERTt?I!V F'AF:CEL OF LAND DESCEIEED IN DEED TO THE COUNTY OF SAP4 DIEiEO F:EC;@F:DED JULY lC)? 1970 AS DOCUMENT NO. 121 lR4 OFFICIAL RECORDS OF SA I I? COUNTY SA ID SOUTHWESTERLY LIME BE1 NG DRAWN CONCENTF: I C bJ I TH AND I? I STANT 45. (30 FEET SOUTHWESTERLY MEASURED F:ADIALLY FROM THE CENTER LINE OF EL-CAMINO REAL AS SHOWN ON SAN DIEGO COUNTY FlOAD S!-JF:VEY NO. 1800-1 ON FILE IN THE OFF I CE OF THE COUNT'/ ENG I NEEE OF SA ID COUNTY : THENCE SOUTHEASTEEL GLONG SA I D SOUTHWESTEELY LINE ALONG SA I D CURVE THROUGH a CENTRAL ANGLE OF 70127 51 18 A DISTANCE aF 220.97 FEET: I"tND TAMGENT TO SAID CURVE SOUTH 7'15' M)'' EAST !DEED EQUAL SOUTH '7055' 1 1 I8 EFtST) z 207.74 FEET TO THE MOETHEAST CORNER OF LAND DESCEIEED IN DEED TO CLAUS INC. , F:ECOHDED AUGUST 2, 1372 EEC0F:DEF:'S FILE NO. 201337 OF OFFICIAL RECORDS: 'THENCE ALONG THE b1OF:THEELY LINE OF SA1 D CLGUS LfiNE. NORTH 3?"15' 32" WEST ?60.38 FEET TO AN INTEESECTION WITH THE !A!EST LINE OF THE NEST HALF OF THE MOF:THEGST C!UF?F:TER OF SA I D SECT I ON 24: THENCE ALONG SA ID WEST LINE, NORTH 0'03' 33" LAlEST, 421.55 FEET TO THE TF:UE POINT OF EEGINNI NG. E X CEPT I NG THEF:EFROM AN UND I VI DED CINE-HALF I NTEEEST I N di'42 TO THE OIL AND MINERAL RIGHTS IN CONNECTION tlITH SGID LAND F'F:OV I DED THAT THIS RESERVAT I ON DOES NOT INCLUEE AM'f F: I GHT OF EXPLORING FOR OH EXTEACTING ANY OIL OR MINEFALS, IT IN THE E?EMT? OIL, OF: M1NEF;ALS ARE EVER PRODUCED Of? EXTF!ACTED FF:OM SAII? LAND, BE ENTITLED TO ONE-HALF OF THE NET PROCEEDS THEREUF, AS RESEFJED BY CLAUDIE MAY MILLIGAN, A WIDOW BY THE t\lI?F:THEGi[:T C!I.J&HTEF': OF SA I D SECT I ON: THENCE ALONG THE my OF THE GF:fiNTOk TO MfiEE A SURFACE ENTRY FUR THE FURFOSE tiEII\.!G THE AGF:EEMENT OF PARTIES HERETO THAT GRANTOR SHALL, EEED F:ECORI?ED DECEMBER 31, 1956 IN WOK a79, FAGE 434 OF OFF IC I AL REC0F:DS. - Transar. Aca Title Insurance G ,ipany I.. * 1 I I 8 i I, I I 1 i 1 1 1 g 1 1 CJN THE DATE HEEEOF EXCEPTIOr4S TO COVERAGE IN ADDITION TO THE PHIr EXCEPT IONS AND EXCLUS 1 ONS COMTG I NE13 Ira SA 1 D POL I CY OR FQL I C 1 E5 &JUU!J 1 A'; FULLClbJS: 1. GENERAL AND SFECIAL TAXES, 3s f ol lows: Frjr Fiscal Ysar : 1487-88 First Instal 1 ment : .86!:)3. (:!z gF'F?d 'ZZc Znd Il-{st 3 1 I :asn t : .56(::13. !:!z OF'EN Land Value : f 1 15 ~ c!2i:! . !:K> AC C OURt b!CJ I : 71 5-<)5Q-& 1 Code Area ?la. : w 1 r:, 1 1 2. "THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED FURSUNIT SECTID!% 75 ET SEC!. 3. E!?SEMENT, and incidents thereto, In Favor of : 'SAN DIEGO GAS & ELECTRIC COMPANY Reccrcied, Official Eecords: JlJLY 13, 15'60 serizslInstrungnt No. : 120216 : FOR AEEIfiL AND UNDERGROUND PUBLIC UTILITIES Fur pose AND F'UF:FOSES I NC I DENTfiL THERETO cIiffPCt5 : THE !.JESTEF:LY GND SOUTHWESTERLY LIME DF SAID E I GHT OF 14A'f E-:iALL BE PARALLEL WITH AND 10. C?C! FEET L4ESTEF:LY AND SOUTHWESTEELY MEASURED AT F: I GHT ANGLES AND THE EASTEF:LY AND NORTHEASTERLY LINE OF SAID RIGHT OF WAY SHALL BE PARALLEL 14 I TH AND 20.0 FEET EASTERLY AND NORTHEASTERLY MEASURED AT R I GHT ANGLES FF:OM THE FOLLOW I i\!G TD THE FF:OVISIONS OF CHAPTER 3.5, F:E\IEPIUE AND TAXl?tTION CODE, DESCF:IEED LINE: EEG I NN ING AT A PO I NT I N THE N0F:THEF:LY BUul\lDAE?/ 93'53' 40" EAST, 65.26 FEET FROM THE NORTH GUAF:TEF: CORPIEF: OF SAID SECTION 26; THENCE FF:OM SAID LINE QF SAID SECTION 25, DIST4NT THEREON SOUTH FOINT OF EEGIF.INING SOUTH 33"20' 45" EAST iEE~ZDR0 SOUTH 33"35'3<)" EAST), A DISTANT OF 1W2.32 FEET TO THE BEGINNING OF A TANGENT CURVE, CO?ICA'*iE SOUTHWESTERLY HGV I NE A RAD IUS OF 1950. i3 FEET i THENCE SOUTHEASTERLY ALONG THE ARC OF SfiIO CIJEVE THEQUGH A CENTRAL ANGLE OF 25O25' 30" A DISTANCE OF 865.31 FEET; THENCE SOUTH 7'55' 15" EAST ,F;ECOF:D SOUTH I3e10" EAST) TANGENT TO SfiID CYJRVE, A DISTANCE OF 1721.35 FEET TO THE BEGINN'IMG OF FI TANGENT CURVE, CONCGVE WESTERLY 7 HAV ING A RADIUS OF 1950.0 FEET; THENCE SOUTHERLY ALONG THE ARC UF SGID CURVE THEOUGH A CENTRAL GNGLE !3F 27'35' A QISTf7NCE OF 923.77 FEET; THENCE SOUTH 15"33' 15'' WEST, TANGENT TO SAID CUFItJE A FOINT IN THE SOUTHERLY BOUNDARY LINE OF SAID SECT IUN 26, DII3TANT THEREON NORTH 8S0",3' NEST A DISTANCE OF 1054.!:V? FEET, MORE OR LESS TCI 1?41.37 FEET FROM THE SDUTHEkST CORNER OF SAID Transar, .&a Title Insurance G. npany 8. - 4 I 1 B 1 I I II I 1 I 1 I I D 1 I SECT I ON. THE .T)ESCEIEED LINE OF SAID EASEMENT THROUGH THE ABWE DESCF: I BED PF:OFERTY I S 3:). i.3:) FEET NiTH THE CE?lTEF: LINE OF COUNTY ROAD SUF:VE'/ 1\10. b82, FILE9 IN THE BFFICE OF THE COUNTY 5IJF:VEYOR OF SAID COUNTY OF SA!V DIEGO. !.1 E: STEELY AND S UU TH b!E S TEF: L Y F F: 0 M A F AE A L L EL THE SIEE LINES OF THE HEF:EIN DESCEIEED RIGHT OR SH0F:TENED Sc3 THAT SAID SIDE LINES SHALL BE CONT I PJUCUS AND SHALL TERM INATE I N THE EOUNE'AF: I ES OF THE ABOVE DESCF:I5ED LGNDS OF THE GRANTC!F: OF &JAY 3:) FEET Ib! b!IDTH, SHALL BE LENGTHENED I HERE IN. F:EFEF:ENCE IS MAEE TO SAID DOCUMENT FOF: FULL PART I CULARS. 4. EASEMENT, and incidents thersta, In Favor of : THE COUNTY OF SfiN LIEGO Reczrded, Wficial F:ecords: AUGUST 5, !?69 Sprie=/Instrurnent Nn. : 142233 F'L: I- p o 5 e : THE F: I GHT TO EX TEND AND MA I PITA IN DFA I PSIAGE 5iTF:UCTURES AND EXCAVGT I ON AND EMBAbAKMENT SLOPES BEY ONE THE LIMITS OF -, HE F:IGHT OF WAY GEANTED THEREIN 11JHEF:E F;EW I RED FOR C0NSTF:UCT I ON AND MA I MTENAMCE A+fects : THAT P0F:TION OF SAID LAND LYING ADJACENT TO ROAD CUF:VEY im(:)-i ALSO ~:::NOWN AS EL CAMI ?io F:EAL 5. EASEMENT, and incidents thereto, In Favcr G+ : COUNT'! OF SAN DIEGO F'ecordnd, Gf+icial F:ccords: JULY 1!3. 1079 3sries;Instrurnent Yo.: 121184 F'LJ r p 059 : THE R I GHT TO EXTEND AND MA I NTA I r.1 ERA I NAGE STRUCTUEES THE LIMITS OF THE RIGHT OF WAY GRANTED THEEEIN AND EXCAVAT I ON AND EMBAMKMENT SLOPES BEY OP!D WHERE REBU I F:ED FOR C0NSTF:UCTI ON AND MF: I NTENANCE Affects : THGT PORTION OF SAID LANE LYING AGJACENT TO EC)fiD SUFYJEY 1300- 1 ? ALSO MNOLIIN AS EL CAM1 KO F:EAL 4. 4GF:EEMENT on the terms and conditions contained therein. P L!!- p o 5 g : REI MEUFSEMENT AGREEMENT F:EGAf?DI)\JG WATER SYSTEM FACILITIES CONSTRUCTED AS PAET OF CARLSEAD TRACT NO. 72-54 RANCHO Lfi CUESTA Datod : DECEMBER 12, 1985 E::ecuted by: CCSSl-A EEAL MUNICIPAL WATEF: DISTRICT, AND NE!4F'OF:T Eecordeed, Official F:ecords: JAfrllMsRY 13, 1986 aeries! Instrumsnt Na. : 86-012759 W(3EES Y BUILDERS, 4 CALIFOEMIA CORPORATIOM c 1. i' I I 1 I I 1 D 1 ll 1 1 I I I 1 I T.ransar, .Aca Title Insurance G ;Ipany I 7. 'THE FOLLIIIW I NG MATTER' S AS D I SCLOSED E'f AN A. L. 7'. A - SLJFVEY fi&TEE .JUNE 12, i?87 DES IGNATED AS JOB NO. 1 t:)C)7O-Q AN0 FF:EF'AF;EE E'/ F: I Ct:: ENG I NEER I: PIG - A. 4 48 " STAI'IT? F I PE I NLET LOCATED 1.1 I TH I P.1 THE NGETtiEAST IZOF:F.IER rJF SAID LAND E. THEEE < 3) EF:A I NA!3E CHANNELS SEP&F:GTELY LOCATED ALONG TYE SO!.JTHERL'/ BC'C!NDAF?'Y OF S& I E LAND. 3. sL!cH MfiTTEFiS 4s MA'/ EE DISCLOSED w A wfswx mswx-xnbi, &T..lD AiN I NQIJ I E'r' OF FAETI ES I b1 FOSSESS IClN z C: SIJFF'LEPIENTAL REE'OF:T OF !JH I CH 1.1 I LL FOLLOW. t 1 2 i * 4 -- 1 I.. 0. ;t' >- li 8'. 'TRANSAMERI~ I TITLE INSURA~ :E COMPA I I I i I Part1 I 1 i 1 R 1 1 I I i I I i PRELIMINARY REPORT PRELIMINARY REPORT EXHIBIT A CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY-1973 SCHEDULE.6 This policy does not insure against loss or damage. nor against costs, attorneys' fees or expenses, any or all of whict reason of the following: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by .?e public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines. shortage in area, encroachments, or any other facts which a correct sur- vey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims: (b) reservations c- excep- tions in patents or in Acts authorizing the issuancerhereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a). (b) or (c) are shown by the public records. 6. Any right. title, interest, estate or easement in land be- yond the lines of the area specifically described or referred to in Schedule A, or in abutting streets, roads, avenues, alleys, lanes, ways or waterways. but nothing in this para- graph shall modify or limit the extent to which the ordinary right of an abutting owner for access to a physically open street or highway is insured by this policy. 7. Any iaw. ordinance or governmental regulatior ing but not limited to building and zoning ordinar stricting or regulating or prohibiting the occupanc enjoyment of the land, or regulating the character sions or location of any improvement now or hl erected on the land, or prohibiting a separation in 01 or a change in the dimensions or area of the Ian parcel of which the land is or was a part, whethc shown by the public records at Date of Policy, or tl of any violation of any such law. ordinance or govei regulation, whether or not shown by the public re Date of Policy. 8. Rights of eminent domain or governmental police power unless notice of the exercise of SUI appears in the public records. 9. Defects, liens, encumbrances, adverse claims. . matters (a) whether or not shown by the public re Date of Policy, but created, caused. suffered, ass agreed to by the insured claimant; (b) not shown by lic records and not otherwise excluded from cove known to the insured claimant either at Date of Po the date such claimant acquired an estate or interes by this policy or acquired the insured mortgage an( closed in writing by the insured claimant to the C prior to the date such insured claimant became ar hereunder; (c) resulting in no loss or damage to thc claimant; (d) attaching or created subsequent tc Policy; or (e) resulting in loss or damage which fi have been sustained if the insured claimant had be chaser or encumbrancer for value without knowle AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY--1979 SCHEDULE B EXCEPTIONS In addition to the Exclusions. you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Any rights, interests. or claims of parties in possession of the land not shown by the public records. 2. Any easements or liens not shown by the public records. This does not limit the lien coverage in Item 8 of ( 3. Any facts about the land which a correct survey would disclose and which are not shown by the public recoi 4. Any water rights, claims or title to water in or under the land. Title Risks. does not limit the forced removal coverage in Item 12 of Covered Title Risks. I EXCLU SlON S In addition to the exceptions in Schedule 8, you are not insured against loss, costs, attorneys' feesand expenses result 1. Governmental police power, and the existence or violation of any law or government regulation. This includes and zoning ordinances and also laws and regulations concerning: land use improvements on the land land division environmental protection This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. (Continued on Reverse Sidel A. 1:- I I EXHIBIT A (CONTINUED) 2. The right to take the land by condemning it. Unless a notice of taking appears in the public records on the Policy Dat 3. Title Risks: that are created, allowed. or agreed to by you that are known to you, but not to us. on the Policy Date-unless they appeared in the public records that result in no loss to YOU that first affect your title after the Policy Date-this does not limit the labor and material lien coverage in item 8 I Covered Title Risks I 4. Failure to pay value for your title. 5. Lack of a right: to any land outside the area specifically described and referred to in Item 3 of Schedule A or in streets. alleys. or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY-1970 1 I 1 I I I I I I I I I I WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE (AM EN DE D 10 - 1 7-70) The following matters are expressly excluded from the coverage of this policy: 1, Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances! restri or regulating or prohibiting the occupancy, use or enjoyment of the land. or regulating the character, dimensioi location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a redu in the dimensions or area of the land, or the effect of any violation of any such law. ordinance or governmental regul: 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appei the public records at Date of Policy. 3. Defects, liens. encumbrances, adverse claims, or other matters (a) created. suffered, assumed or agrec by the insured claimant: (b) not known to the Company and not shown by the public records but known to the in: claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this polis acquired the insured mortgage and not discloc2d in writing by the insured claimant to the Company prior to the date insured claimant became an insured hereunder: (c) resulting in no loss or damage to the insured claimant: (dl attac or created subsequent to Date of Policy (except to the extent insurance is afforded.herein as to any statutory lie labor or material or to the extent insurance is afforded herein as to assessments for street improvements under cons tion or completed at Date of Policyl. 4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or o subsequent owner of the indebtedness to comply with applicable "doing business" laws of the state in which the I is situated. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM 8-1970 (AMENDED 10-17-70) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy: 1. Any law. ordinance or governmental regulation (including but not limited to building and zoning ordinances) restri or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character. dimensioi location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a redu in the dimensions or area of the land. or the effect of any violation of any such law, ordinance or governmental regul: 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appez the public records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by insured claimant; (b) not known to the Company and not shown by the public records but known to the insured clair either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclc in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereur (c) resulting in no loss or damage to the insured claimant: (d) attaching or created subsequent to Date of Polic (e)-resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the e' or interest insured by this policy. --,*\I- ')IC) clmv n an m 0 CAT. NO. FFOOO38 ES 285 (9 -83) gj TICOR TITLE INSURANCE 925 "B" Street, San Diego, CA. 92101 (619) 544-6256 Address: Telephone DATE December 11. 1' LOAN No. KEF ER ENCE CARL SBAD R1 * CITY MANAGER ' CITY OF CARLSBAD ' 1250 ELM STREET * CARLSBAD, CA. 92008 ATTN: FRANK MANNEN ESCROW Nd-1177084 ASSOCIATES/CITY OF CARLSBAD - In connection with the above transaction, we enclose: = Policy of Title Insurance 0 Escrow closing statement [7 Our Check No. in the amount of $ 0 Deed from 0 Original-Copy Note for $ made by in favor of 0 Fire Policy No. issued by Amount $ Expiration date. 0 Copy of recorded document which you requested 0 Tax Statement 0 Covenants, Conditions and Restrictions 0 0 0 Any recorded documents to which you are entitled will be forwarded. Thank you for giving us the opportunity of serving you. TICOR TITLE INSURANCE COMPANY OF CALIFORNIA r3y : L Ticor Title Insurance ( of California 6300 Wilshire Boulevai P.O. Box 92792 Los Angeles, CA 9000' a' @ TICOR TITLE INSURANCE Policy of Title Insurance American Land Title Association COVERAGE, THE EXCEPTIONS FROM the title; Owner's Policy SUBJECT TO THE EXCLUSIONS FROM 2. Any defect in or lien or encumbra COVERAGE CONTAINED IN SCHEDULE B 3. Unmarketability of the tit,e; TIONS, TICOR TITLE INSURANCE COM- 4. Lack of a right of access to and fr PANY OF CALIFORNIA, a California land. corporation, herein called the Company, The Company will alSO pay the insures, as of Date of Policy shown in attorneys, fees and expenses incu exceeding the Amount of Insurance stated the extent provided in the Conditior in Schedule A, sustained or incurred by the Stipulations. insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; AND THE CONDITIONS AND STIPULA- Schedu1e Al against loss Or darnage, not defense of the title, as insured, but TICOR TITLE INSURANCE COMPANY OF CALIFORNIA BY President Attest Secretary TO 3100 (5-88) ALTA Owner's Policy (10-21-87) CAT NI Exclusions from Coverage The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys’ fees or expenses which arise by reason of 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, any improvement now or hereafter erected on the land; (iii) a separa- tion in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has beer recorded in the public records at Date of Policy, but not excluding fron coverage any taking which has occurred prior to Date of Policy whicl would be binding on the rights of a purchaser for value without knowledge Defects, liens, encumbrances, adverse claims or other matters: 3. or enjoyment of the land; (ii) the character, dimensions or location of (a) created, sufferedl assumed Or agreed to by the insured ‘Iaimant; (b) not known to the Company, not recorded in the public records at Datc of Policy, but known to the insured claimant and not disclosed ii writing to the Company by the insured claimant prior to the date thc insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained i the insured claimant had paid value for the estate or interest insure1 by this policy. Conditions and Stipulations 1. DEFINITION OF TERMS. land, or holds an indebtedness secured by a purchase money mortgage give1 by a purchaser from the insured, or only so long as the insured shall havl liability by reason of covenants or warranty made by the insured in any transfe or conveyance of the estate or interest. This policy shall not continue in force ii favor of any purchaser from the insured of either (i) an estate or interest in thl land, or (ii) an indebtedness secured by a purchase money mortgage given ti the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of an litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come tl an insured hereunder Of any claim of title or interest which is adverse to the tit11 to the estate or interest, as insured, and which might Cause loss Or damage fC which the Company may be liable by virtue Of this Policy, Or (iii) if title to thl estate or interest, as insured, is rejected as unmarketable. If prompt notice sha not be given to the Company, then as to the insured all liability of the Compan shall terminate with regard to the matter or matters for which prompt notice i required; provided, however, that failure to notify the Company shall in no casl prejudice the rights of any insured under this policy unless the Company sha be prejudiced by the failure and then only to the extent of the prejudice, 4. DEFENSE AND PROSECUTlON OF ACTION% DUTY OF INSURED CLAIMANT To COOPERATE. (a) Upon written request by the insured and subject to the options cor tained in Section 6 of these Conditions and Stipulations, the Company, at it own cost and without unreasonable delay, shall provide for the defense of ai insured in litigation in which any third party asserts a claim adverse to the title c interest as insured, but only as to those stated causes of action alleging i defect, lien or encumbrance or other matter insured against by this policy. Th4 Company shall have the right to select counsel of its choice (subject to the righ of the insured to object for reasonable cause) to represent the insured as 11 those stated causes of action and shall not be liable for and will not pay the fee of any other counsel. The Company will not pay any fees, costs or expense incurred by the insured in the defense of those causes of action which allegl matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute anc prosecute any action or proceeding or to do any other act which in its opinioi may be necessary or desirable to establish the title to the estate or interest, a: insured, or to prevent or reduce loss or damage to the insured. The Compan may take any appropriate action under the terms of this policy, whether or not I The following terms when used in this policy mean: (a) “insured”: the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduci- ary successors. (b) “insured claimant”: gn insured claiming loss or damage. (c) “knowledge” or “known”: actual knowledge, not constructive knowl- edge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) “land”: the land described or referred to in Schedule A, Or in .%f~ed- Ule c if not provided for in Schedule A, and improvements affixed thereto which by law constitute real property. The term “land” does not include any Property beyond the lines of the areadescribed or referred to in the applicable Schedule, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) “mortgage”: mortgage, deed of trust, trust deed, Or other security instrument. (9 “public records”: records established under state statUtes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge, With respect to set- tion l(a)(iv) of the E~~~~~~~~~ From Coverage, 88public records” shall alSO include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (9) “unrnarketability of the title”: an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of policy in favor of an insured only so long as the insured retains an estate or interest in the (CONDITIONS AND STI ONS CONnNUE0,ON INSIDE OF THE LASl PYaE OF THIS POLICY e ... < shall be liable hereunder,'and sh&l not tmy concede liability or waive any shall terminate, @ins any liability or obligation to defend, provision of this policy. If the Company shall exercise its rights under this continue any litigation, and the policy shall be surrendered to the paragraph, it shall do so diligently. cancellation. (c) Whenever the Company shall have brought an action or interposed a (b) To Pay or Otherwise Settle With Parties Other than tl defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdic- (i) to pay or otherwise settle with other parties for or il tion and expressly reserves the right, in its sole discretion, to appeal from any an insured claimant any claim insured against under this pc adverse judgment or order. with any costs, attorneys' fees and expenses incurred b (d) In all cases where this policy permits or requires the Company to claimant which were authorized by the Company up to the tin prosecute or provide for the defense of any action or proceeding, the insured and which the Company is obligated to pay; or shall secure to the Company the right to so prosecute or provide defense in the (ii) to pay or otherwise settle with the insured claima action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by damage provided for under this policyi together with any cot the Company, the insured, at the Company's expense, shall give the Company fees and expenses incurred by the insured 'Iaimant whicl all reasonable aid (i) in any action or proceeding, securing evidence, obtaining rized by the Company Up to the time Of payment and which ' witnesses, prosecuting or defending the action or proceeding, or effecting is Obligated to pay. settlement, and (ii) in any other lawful act which in the opinion of the Company Upon the exercise by the Company of either of the opti may be necessary or desirable to establish the title to the estate or interest as for in paragraphs b(i) or (ii), the Company's obligations tc insured. If the Company is prejudiced by the failure of the insured to furnish the under this policy for the claimed loss or damage, other than 1 required cooperation, the Company's obligations to the insured under the required to be made, shall terminate, including any liability 01 policy shall terminate, including any liability or obligation to defend, prosecute, defend, prosecute or continue any litigation. or continue any litigation, with regard to the matter or matters requiring such cooperation. 7. DETERMINATION, EXTENT OF LIABILITY AND COINSU This policy is a contract of indemnity against actual mon 5. PROOF OF LOSS OR DAMAGE. damage sustained or incurred by the insured claimant who has SL In addition to and after the notices required under Section 3 Of these damage by reason of matters insured against by this polic~ an Conditions and Stipulations have been provided the Company, a proof Of loss extent herein described, or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liablity or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memo- randa, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized represen- tative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SElTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following (a) To Pay or Tender Payment of the Amount of Insurance. TO Pay Or tender Payment in the amount of insurance under this Policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, UP to the time Of payment or tender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obliga- tions to the insured under this policy, other than to make the payment required, With the Insured Claimant. (a) The liability of the Company under this policy shall no least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured esta as insured and the value of the insured estate or interest si defect, lien or encumbrance insured against by this policy. (b) In the event the Amount Of insurance stated in Schedule of Policy is less than 80 percent of the value of the insured estate the full consideration paid for the land, whichever is less, or if subs Date of Policy an improvement is erected on the land which increa of the insured estate or interest by at least 20 percent over th Insurance stated in Schedule A, then this Policy is subject to th (i) where no subsequent improvement has been mac partial loss, the Company shall Only pay the loss pro rata in " that the amount Of inSurance at Date Of p0licy bears to the tot; insured estate Or interest at Date Of p0licy; Or (ii) where a subsequent improvement has been madc partial loss, the Company shall only pay the loss pro rata in th that 120 percent of the Amount of Insurance stated in Schedu the sum of the Amount of Insurance stated in Schedule A anc expended for the improvement. The provisions of this paragraph shall not apply to costs, att and expenses for which the Company is liable under this POliCY, a apply to that Portion of any loss which exceeds, in the aggregate, 1 the A~ount of h~rance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees ai incurred in accordance with Section 4 of these Conditions and I 8. APPORTIONMENT. If the land described in the applicable Schedule consists of + parcels which are not used as a single site, and a loss is establish one or more of the parcels but not all, the loss shall be computed an a pro rata basis as if the amount of insurance under this policy was rata as to the value on Date of Policy of each separate parcel tc exclusive of any improvements made subsequent to Date of Polif liability or value has otherwise been agreed upon as to each p; Company and the insured at the time of the issuance of this policy by an express statement Or by an endorsement attached to this additional options: (CONDITIONS AND STIPULATIONS CONTINUED AND CONCLUDED ON REVERSE SIDE C .__ ~~. - . ~~.~ - .~~ - ~ ~. ~ ~ 9. LIMITATION OF LIABILITY. required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impair- ment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non-insured Obligors. . The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemni- ties, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subroga- tion rights by reaSon Of this p0licy' 14. ARBITRATION. Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $l,OOO,OOO or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $l,OOO,OOO shall be arbitrated only when agreed to by both the Company and the insured. Arbitra- tion pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator@) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the Completion Of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. lo' REDUCT1oN OF INSURANCE; REDUCTloN OR TERMlNATloN OF LIABILITY. All payments under this policy, except payments made for costs, attor- neys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount otinsurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described. or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorse- ment of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be con- strued as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of 01 endorsement to this policy can be made except by a writing endorsed hereon 01 attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company, 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at its Principal Office, les, Californ,a 9ooo9. fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any ac. of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compro- mise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. insured claimant, the Company shall be subrogated to these rights and reme- dies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be If a payment On account of a claim does not fully cover the loss of the Claims Department, 6300 Wilshire ~~~l~~~d, p.0. B~~ 92792, L~~ A~~~- (THIS CONCLUDES ME *ITA MER'S POLICY (1021-87)) .. ! ., * 0 .,*a gg11Lwn 1-c IIY’rUt-sHlYLC - AMERICAN LAND TITLE ASSOCIATION OWNER’S POLICY (1987) SCHEDULE A POLICY NO. : 1177084 AMOUNT OF INSURANCE: $2,566,050.89 PREMIUM : $2,567.00 DATE OF POLICY : NOVEMBER 19, 1990, AT 8:OO A.M. 1. NAME OF INSURED THE CITY OF CARLSBAD, CALIFORNIA 2. THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POL VESTED IN: THE CITY OF CARLSBAD, CALIFORNIA 3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED IN SCHEDULE C WHICH IS COVERED BY THIS POLICY IS A FEE SCHEDULE B THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMI WILL NOT PAY COSTS, ATTORNEYS’ FEES OR EXPENSES) WHICH ARISE BY REI OF : 1. GENERAL AND SPECIAL TAXES AND SPECIAL ASSESSMENTS, IF i COLLECTED WITH SAID TAXES. FOR THE FISCAL YEAR : 1990-91 INCLUDING PERSONAL PROPERTY TAX, IF ANY, SECOND INSTALLMENT : NOW PAYABLE AND WILL BE DUE FEBRUARY 1, 19‘ THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO TI PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REV1 TAXATION CODE OF THE STATE OF CALIFORNIA. 2. DATED : FEBRUARY 28, 1984 BY AND BETWEEN : REGARDING : HOLDING HARMLESS THE CITY OF CARLSBAD FOR ANY AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTIC’ WESTWOOD SAVINGS AND LOAN ASSOCIATION AND THE C OF CARLSBAD LIABILITY RESULTING FROM THE ALTERATION OF NORM FLOW OF SURFACE WATER RECORDED : APRIL 12, 1984, RECORDER’S FILE NO. 84-134175 3. AN EASEMENT, AS REFLECTED IN AN INSTRUMENT CREATING OR REAFFIR SAID EASEMENT, AFFECTING THE PORTION OF SAID LAND AND FOR THE PURP STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF : SAN DIEGO GAS & ELECTRIC COMPANY, A CORPORATION 1177084- POL PAGE 1 9 IILUR IWLe IN>urt~iu~~--- FOR : POLES, WIRES AND ANCHORS FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY; UNDERGROUND FACILITIES AND APPURTENANCES FOR THE TRANSMISSION AND DISTRIBUTION OF ELECTRICITY; PIPELINES AND APPURTENANCES FOR ANY AND ALL PURPOSES; AND COMMUNICATION FACILITIES, OVERHEAD AND/OR UNDERGROU AND APPURTENANCES RECORDED : SEPTEMBER 6, 1984, RECORDER'S FILE NO. 84-340307 AFFECTS : A STRIP OF LAND, INCLUDING OF THE AREA LYING BETWEE THE EXTERIOR SIDELINES, WHICH SIDELINES SHALL BE TH (3) FEET, MEASURED AT RIGHT ANGLES, ON EACH EXTERIC SIDE OF EACH AND EVERY FACILITY INSTALLED WITHIN TU HEREIN DESCRIBED PROPERTY ON OR BEFORE AUGUST 31, 1985. 4. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICl DATED : FEBRUARY 28, 1984 BY AND BETWEEN : WESTWOOD SAVINGS AND LOAN ASSOCIATION AND THE C1 OF CARLSBAD REGARDING : TO HOLD HARMLESS THE CITY OF CARLSBAD OF ANY LIABILITY CAUSED BY THE DIVERSION OF ALTERATION THE NORMAL FLOW OF SURFACE WATERS RECORDED : APRIL 12, 1985, RECORDER'S FILE NO. 85-134157 5. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICl DATED : JULY 11, 1986 BY AND BETWEEN : THE F.T. VON DER AHE COMPANY AND THE CITY OF REGARDING : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : JULY 24, 1986, RECORDER'S FILE NO. 86-308336 6. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTIC1 DATED : FEBRUARY 17, 1988 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES, WESTWOOD SAVINGS AN REGARDING : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : MARCH 11, 1988, RECORDER'S FILE NO. 88-113603 7. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTIC DATED : APRIL 24, 1989 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES AND THE CITY OF CARL REGARD I NG : PAYMENT OF A PUBLIC FACILITIES FEE RECORDED : JUNE 14, 1989, RECORDER'S FILE NO. 89-312615 8. AN EASEMENT AFFECTING A PORTION OF SAID LAND AND FOR THE PURP STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATE MAP : PARCEL MAP 16044 FOR : WATER, STORM DRAIN AND PUBLIC UTILITY AND ACCESS AFFECTS : AS SHOWN ON PARCEL MAP 16044 9. A DECLARATION AND RESERVATION OF ACCESS AND RECIPROCAL PARKING EASEMENTS EXECUTED BY CARLSBAD RETAIL ASSOCIATES, A JOINT VENTURE COMPRISED OF JDCR LTD. PARTNERSHIP, A WISCONSIN LIMITED PARTNERSHIP, AND FREDERICK T. VON DER AHE, DBA THE F.T. VON DER AHE COMPANY, WAS RECORDED MAY 7, 1990, RECORDER'S FILE NO. 90-249319. CARLSBAD LOAN ASSOCIATION, AND THE CITY OF CARLSBAD 1177084- POL PAGE 2 ..111 IICWH IWLt INbURHNLeW IO. AN EASEMENT, AS REFLECTED IN AN INSTRUMENT CREATING OR REAFFIRN SAID EASEMENT, AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPC STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF : SAN DIEGO GAS & ELECTRIC COMPANY, A CALIFORNIA GENE FOR : A. UNDERGROUND FACILITIES AND APPURTENANCES FOR TI- PARTNERSHIP TRANSMISSION AND DISTRIBUTION OF ELECTRICITY. 9. PIPELINES AND APPURTENANCES FOR ANY AND ALL PURPOSES. C. COMMUNICATION FACILITIES, AND APPURTENANCES. AFFECTS : A STRIP OF LAND, INCLUDING ALL OF THE AREA LYING RECORDED : AUGUST 14, 1990, RECORDER'S FILE NO. 90-444389 BETWEEN THE EXTERIOR SIDELINES, WHICH SIDELINES SHP BE 3 FEET, MEASURED AT RIGHT ANGLES, ON EACH EXTERI SIDE OF EACH AND EVERY FACILITY INSTALLED WITHIN TI HEREIN DESCRIBED PROPERTY ON OR BEFORE JUNE 30, 1992. 11. AN AGREEMENT TO WHICH REFERENCE IS HEREBY MADE FOR FULL PARTICl DATED : OCTOBER 26, 1990 BY AND BETWEEN : CARLSBAD RETAIL ASSOCIATES, A CALIFORNIA GENERA1 PARTNERSHIP ("GRANTOR"), ITS SUCCESSORS AND ASS AND SAN DIEGO GAS & ELECTRIC COMPANY, A CALIFORI CORPORATION ( "SDG&E" ) REGARD I NG : THE FOLLOWING COVENANTS AND MUTUAL BENEFITS TO I DERIVED THEREFROM IN RESPECT TO METER ACCESS: 1. GRANTOR DOES HEREBY GRANT SDG&E THE RIGHT AI EASEMENT TO ENTER AT ALL TIMES UPON, OVER, ACRO! AND THROUGH THE GROUNDS, PARKING AREAS, PATHWAY! ACCESSWAYS, WALKWAYS, ELEVATORS, STAIRWAYS AND/( CORRIDORS OF THE HEREIN DESCRIBED LAND, BUILDIN( AND STRUCTURES TO PROVIDE "SDG&E" INGRESS, EGRE! AND ACCESS TO SAID METERS LOCATED ON GRANTOR'S LAND. SAID EASEMENT SHALL BE A FLOATING EASEMEI AND SHALL BE A ROUTE AVAILABLE TO SDG&E 24 HRS. /DAY a 2. GRANTOR AGREES THAT ALL DOORS, GATES OR OTH SUCH FACILITIES WHICH RESTRICT ACCESS TO ANY ME LOCATIONS SHALL BE LOCKED ONLY WITH LOCKING DEV ACCEPTABLE TO SDG&E AND THAT GRANTOR WILL, UPON SDG&E'S REQUEST, REPLACE WITHOUT COST TO SDG&E EXISTING LOCKING DEVICE WITH A DEVICE ACCEPTABL SDG&E . 3. GRANTOR AGREES THAT ALL ROUTES OF INGRESS, EGRESS AND ACCESS SHALL MEET WITH AND BE SUBJEC SDG&E'S APPROVAL AND SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL STATUTES, ORDINANCES, RULES AND REGULATIONS, INCLUDING, B NOT LIMITED TO STATE AND/OR FEDERAL OCCUPATIONA SAFETY AND HEALTH ACTS AND ANY SAFETY ORDERS OF CALIFORNIA PUBLIC UTILITIES COMMISSION. 1177084- POL PAGE 3 9 11~~14 iWLt IN~UR/~NLC- 4. GRANTOR AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS SDG&E, ITS EMPLOYEES AND AGENTS FROM AN AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSS, COS (INCLUDING COSTS OF DEFENSE), AND EXPENSE FOR DAMAGES TO PROPERTY OR FOR INJURIES TO OR DEATH PERSONS, INCLUDING, BUT NOT LIMITED TO, UNPROVEN CLAIMS OF THEFT, IN ANY WAY ARISING FROM OR GROW OUT OF (I) THE PRESENCE OF SAID METERS AND (11) EXERCISE BY SDG&E, ITS EMPLOYEES AND AGENTS OF T RIGHTS CONTAINED HEREIN, AS SET FORTH ABOVE. RECORDED : NOVEMBER 14, 1990, RECORDER'S FILE NO. 90-614868 1177084- POL PAGE 4 w liLWl3 IWLt INSUHANLt- SCHEDULE C THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: PARCEL 2 OF PARCEL MAP NO. 16044, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF Tt COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 5, 1990. EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE 01 AND MINERAL RIGHTS IN CONNECTION WITH SAID LAND PROVIDED THAT THIS RESERVATION DOES NOT INCLUDE ANY RIGHT OF THE GRANTOR TO MAKE A SURFACE ENTRY FOR THE PURPOSE OF EXPLORING FOR OR EXTRACTING ANY 01 OR MINERALS, IT BEING THE AGREEMENT OF PARTIES HERETO THAT GRANTOR SHALL, IN THE EVENT, OIL OR MINERALS ARE EVER PRODUCED OR EXTRACTEC FROM SAID LAND BE ENTITLED TO ONE-HALF OF THE NET PROCEEDS THEREOF, RESERVED BY CLAUDIE MAY MILLIGAN, A WIDOW BY DEED RECORDED DECEMBER 31, 1956 IN BOOK 6399, PAGE 434 OF OFFICIAL RECORDS. 1177084- POL PAGE 5 ........... . .. .._“..,I.. .~.,. .,,, . .. ,,. -1 , .. . .. ,. . ..- ~ ~-.-s- .. a-( <, z ,d 4 . .. . I, 4 -4 I - I. .- -a* 2 I -_ * \''-j'JR @t~~~-p~~c~ a *?'I: r. 0 ' <- ;db h; ~ oc M: TIOR TITLE INSURANCE COMPANY OF CALIFORNIA 925 'B' STREEE, SAN DIEGO, CAL 92101 Connie perna DATE: OCTOBER 24, 1990 ESCROW NO: 51177084 AMENDED ESCROW INSTRUCTIONS Prior escrow instructions dated NOVEMBER 7, 1989 are hereby supplemented in the fc particulars only: I. The undersigned herein acknowledges receipt of your preliminary report of tit: order No. 1177084, dated 10-19-90 and hereby approves all items reflected therein those enumerated below) to show in the policy of title insurance called for in the original escrow instructions. The following items, as contained in said preliminary report are NOT approved to E the policy of title insurance. ITEM NO. 6 6/47 ITEMNO. 8 ITEN NO. // All other terms and conditions are to remain as originally set forth. % A OORPOFUTION - (I) 1. TO: TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 925 IBr STREET, SAN DIEGO, CAL 92101 Connie perna DATE: OCTOBER 24, 1990 ESCROW NO: 51177084 AMENDED ESCROW INSTRUCTIONS Prior escrow instructions dated NOVEMBER 7, 1989 are hereby supplemented in the fo particulars only: 1. AND APPROVED FOR USE IN THE ABOVE NUMBERED ESCXIW: PARCEL 2 OF PARCEL MAP NO. 16044, IN THE CITY OF CARLSBAD, OOUNTY OF SAN DIEGO, ST, CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL, f PARTIES HERETO ACKNOWLEEE 'MAT THE FOLLOWING LEGAL DESCRIPTION IS HEREBY ACCEl EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE OIL AND MINERAL R: IN CONNECTION WITH SAID LAND PROVIDED THAT THIS RESERVATION DOES NOT INCLUDE ALL, R THE GRANTOR TO MAKE A SURFACE ENTRY FOR THE PURPOSE OF EXPLORING FOR OR EXTRACTING OIL OR MINERALS, IT BEING THE AGREEMENT OF PARTIES HERETO Ti-IAT GRANTOR SHALL, IN TI EVENT, OIL OR MINERALS ARE EVER PRODUCED OR EXTRACTED FROM SAID LAND BE ENTITLED 3 DEED RECORDED DECEMBER 31 , 1956 IN BOOK 6399, PAGE 434 OF OFFICIAL RECORDS. All other terms and conditions are to remain as originally set forth. ONE-HALF OF THE NE2 PROCEEDS THEREOF, AS RESERVED BY CLAUDIE MAY MILLIGAN, A WICOW CAFLSBAD RETAIL ASSOCIATES A CORFORATION See signature page attached 3150 BRISTOL ST. SUITE 250 1250 ELN ST. COSTA MESA, CAFLSBAD, CALIF. 92626 CALIF. 9xx)8 EUGENE SPINDER FRANK MAN" - 1- W e J 1177084 Sellers Signature Page CARLSBAD RETAIL ASSOCIATES, A California General Partnership BY: JDCR LTD, PARTNERSHIP / a Wisconsin limited Partnership BY: JOHNSON WAX PROPERTIES, INC. A CALIFORNIA CORPOWTION BY: BY: Pres. Sec. BY: _. Frederick T. Von Der Ahe -.--- I- .- 'I) I IUVI. I I ILL A8.d uv m 8.U" Id L_l_lU .L".L-II !ID: ??mR TITLE INSURANCE! cotvrpANy OF CALIFORNIA 925 '3' STREFT, SAN DIECO, CAI, 92101 connie prna DATE: NOVEMBER 13, 1990 E$oW NO: JIlT7CX34 AMENDED ESCROW INSTRUCTIONS Prior escrow instructions dated NOVEi'+R3M 7, 1989 are hereby supplemented in the foll pafticulars only: 1. PAWIIES HERE32 ACKN3-E MAT IIE WRWE PRICZ OF !Ell3 SUBJECT PROPERTY IS HE AIMUSTEI) IQ $2,366,050.89. PARTIES I-ElEZl ACKNOWLEJXX THAT THE CITY'S PRORATEP SHAR ZWE PROPERTY TAXES WERE CALlxILAlllED OUTSIDE OF ESCROW IN ME AMOUNT OF $51,321.59 AND MCLUDEO m THE ADJUSTED PURCHASE PRICE. 2. * BCRQW KLDER IS HERBY AtpMoRIZEd) AND INSTRUmIED R3 PAY ME FIRST HALF FROM FUN] WE 'ME SW AT THE CUIsE OF EscRow 0;)WMG THE 1990-1991 PEIOPERTY TAXES UNDER P mmNG AsswsoRs PARrn NUMBEFZS: 899 OB 54 39 215 EO 65 215 050 61 215 QN 63 215 BO 67 215 EO 64 3. BUYER NEREIN AGREE3 'IO TAKE TITLE SUBJF*cT 'X) ?HE 2ND ME' OF TAXES WHICEI AFFECTS Sum PRC)m AM) BUYER IS AWARE 'IXAT lwEy WILL H-DW ON ME POLICY OF TITLE! INSUN To BE ISSUEI) -E€&. All other terms and conditions are to remaLn as originally set forth. CARZSBAD RETAIL AssafIATES A alRFORATXON CITY OF CARLSBAD A CORWRATTON 3lw NmL =D SUITE 250 1250 ELM ST. [XISTA MESA, CARLSBAD, CALIF. 92626 CALIF, 9xx18 EUGENE WINDER FRANKMA" q i.2 The undersigned grantor(s) declare(s): i t Documentary transfer tax is m m MY Comm. Exp. Mar. t 1 } ss. 1 STATE OF CALIFORNIA COUNTY OF ORANGE On f%3&L -7 , 1990, before me, the under a Notary Public in and for said State, personally appeared Frederil Von der Ahe, personally known to me or proved to me on the basis o satisfactory evidence to be the person who executed the within ins as a Partner of Carlsbad Retail Associates, Partnership and acknowledged to me that he executed the within ins pursuant to the Partnership Agreement of Carlsbad Retail Associate a California General WITNESS my hand and official seal. @ daL 45 &,w 4Lny$?!?l/ Notary Public in and for said County and State 1 } ss. 1 STATE OF CALIFORNIA COUNTY OF ORANGE On 4L,4?7-LLJ' 7 , 1990, before me, the unders. Notary Public i'n and for said State, personally appeared Eugene A. Spindler 11, personally known to me or proved to me on the basis 0: satisfactory evidence to be the person who executed the within ins1 as the Vice President of Johnson Wax Properties, Inc., the corporal that executed the within instrument as the sole General Partner of Limited Partnership, a Wisconsin Limited Partnership, which executc within document as a partner of Carlsbad Retail Associates, a Calil General Partnership, and acknowledged to me that such corporation z the within instrument pursuant to its by-laws or a resolution of it of Directors and pursuant to the partnership agreements of JDCR Lir Partnership and Carlsbad Retail Associates. WITNESS my hand and official seal. d>.4/4L3 Notary Public in and for said County and State Nom Pu#iscalifomia ORANGE COUNTY y Corn. Exp. Mar. 19,1993 -4 - - ~ -."_,I --_-_- *. W w .. .* J 1177084 Sellers Signature Page CARLSBAD RETAIL ASSOCIATES, A California General Partnership BY: JDCR LTD, PARTNERSHIP a Wisconsin limited Partnership BY : JOHNSON WAX PROPERTIES, INC. A CALIFORNIA CORPORATION BY: BY: 1I=& Pres. Sec. BY: W W 9, ,. t CERTIFICATION FOR ACCEPTANCE OF DEED This is to certify that the interest in real property conveyed by the deed or grant dated October 24, 1990 from Car-sbad Retail Associates ..................................... to the City of Carlsbad, California, a municipal corporation, is hereby accepted by the City Council of the City of Carlsbad, California pursuant to resolution No. 89-173 , adopted on May 23, 1989 , and the grantee consents to the recordation thereof by its duly authorized officer. DATED: November 13, 1990 By : 1' NZ, City ,Clerk ant City Clerk PRELIMINARY CHANGE OF OWNERSHIP REPORT (To be completed by transferee (buyer) prior to transfer of subject property in accordance with Section 480.3 of the Revenue and Taxation Code.) This report is not a public document. SELLER /T RAN S F E R 0 R : a&d s 8da dgrMk Aw- BUYER/TRANSFEREE: CJrV dF CsAecjeAb a/s-us -70 ~ASSESSOR~S PAR c E L NUMB E R( SI: Mgil Tax Information To: (Name): .I /2%@ C&&sRud v/LLcQIE A??*hv J PROPERTY ADDRESS OR LOCATION: bqzsa &Mho &4c .a &SWb:U. fw@? ' . (Address): cm dc a&am .-. A Preliminary Change in Report must be filed with < ance in the County Recordi thecountywhere the prope this particularform may be counties of California. FOR RECORDER' NV-0 NV-' CS H PP AREA ~__ Amount $ Amount $ WKMS "I- sALE 1) rmni !II. runbnrrjt PKlLt ... . , A. CASH DOWN PAYMENT or Val . Trade or Exchange (excluding closing costr B. FIRST DEED OF TRUST (9 - % Interest for - years. Payments/Mo.% (Prin. & Int. only) FHA Fixed Rate 0 New Loan Conventional Variable Rate Assumed Existing Loan Balance VA 0 All Inclusive D.T. ($ Wrapped) 0 Bank or Savings & Loan 0 Cal-Vet 0 Loan Carried by Seller Finance Company Balloon Payment 0 Yes No Due Date Amount $ Amount $ C. SECOND DEED OF TRUST (9 __ % Interest for - years. Payments/Mo.=$ (Prin. & Int. only) 0 Bank or Savings & Loan Fixed Rate 0 New Loan Loan Carried by Seller Variable Rate 0 Assumed Existing Loan Balance Balloon Payment 0 Yes No Due Date Amount $ D. OTHER FINANCING-Is other financing involved not covered in (B) and (C) above? 0 Yes No Amount $ @ - %%lnt st for - years. Payments/Mo.=$ *. .-.- ..%, ~ c. h -n(Prin &-lnt only) . .. Type 0 NewLoan L. Loan Carried by Seller 0 Variable Rate -. '_. Assu'med Existing Loan Balance Balloon Payment Yes No Due Date = ' Amount$ . E. IMPROVEMENT BOND Yes 0 No . Outstanding7.'BaIance. Amount, $ , ' F. TOTAL PURCHASE PRICE (or.acquisition price, if traded or exchanged, include real estate G. PROPERTY PURCHASED: 0 Through a broker: FDirect fr;pm seller: Other (explain) If purchased through a broker, provide b.roker's name and phone no.: Please explain any special terms or financing. and*any other information that would help the Assessor Bank or Savings & Loan Fixed Rate .. ~ ._ I$LS/s, . . : " ..* Total Items A through E. + . c - ,-. commission if paid.) b?.' understand the purchase price and terms of sale. ?'x PART iV: PROPERTY INFORMATION A. .. .. . .. . .. IS Personal Property (moveable items such as furniture, appliances, and iptment) included in the Purchase Price (Attach it€ (other than a mobilehome subject to local property tax)? 0 Yes & If 'Yes' enter the value of the personal property included in the purchase price $ of personal property). i If 'Yes', enter date of occupancy 1 S -or intended occupancy I- 6. Is this property intended as your principal residence? Yes Ho C. Type of Property transferred: Month Day Month Dav 0 Single-family residence Agricultural Timeghai obilehc 0 CommerciaI/lndustriaI 17 Condominium kP U n i m pro? Multiple-family residence (no. of units: _._ ) 0 Co-op/Own-your-own 0 Other (Description: A 0. Does this property produce income? 17 Yes FNo ~ . E. If the answer to question 'D' is yes, is the income from: F. What was the condition of the property at the time of sale? &ood Average L7 Fair 0 Poor E Enter here, or on an attached sheet, any other information that would assistthe Assessor in determining value of the property s physical condition of the property, restrictions, etc. Lease/Rent 0 Contract u Mineral Rights [r) Other-explain: .. rrect and complete to knowledge and belief. Signed Date: J&l w (New Owner/Legal Representative/ Corporate Officer) Please Print Name of New Owner/LegaI Representative/Corporate 0 ficer Phone Number where you are available from 8 a.m.-5 p.m. ( Ad,&- - (NOTE: The Assessor may contact you for further information.) If adocument evidencing a change of ownership is presented to the recorder for recordation without the concurrent filing of a preliminary change of ownership report, the recorder may charbe an additional reiording fee of twenty dollars ($20). The additional fee shall not be charged if the document IS accompanied by an affidavit that the transferee is not a resident of California. AFFIDAVIT OF .... NONRESIDENT TRANSFEREE .I .. The Transferee (buyer) named above IS a resident of and not a resident of the State of California. State Signed Date: (New Owner/ Legal Representative/Corporate Officer) AS-SV25 SEE-ASD AH 502-A Back (Rev 10/891 e gj CAT. E? 28G NO.' (9-83) FF06038 m TICOR TITLE INSURANCE (619) 544-6256 Telephone Address: 925 "B" Street, San Diego, CA. 92101 CITY MANAGER DATE November 20, 1 CITY OF CARLSBAD 1250 ELM STREET CARLSBAD, CA. 92008 REFERENCE CARLSBAD I ATTN: FRANK MA"EN ASSOCIATES/CITY OF CAR1 ESCROW NO. 5-1177084 LOAN No. In connection with the above transaction, we enclose: X$XJ Policy of Title Insurance - TO FOLLOW = Escrow closing statement XXXl Our Check No. in the amount of $ 3 , 059.96 0 Deed from Original-Copy Note for $ made by in favor of 0 Fire Policy No. issued by Amount $ Expiration date. m Copy of recorded document which you requested 0 Tax Statement Covenants, Conditions and Restrictions & ORIGINAL EXECUTED NON-FOREIGN CERTIFICATION 0 0 4" fr - Ir 2 Any recorded documents to which you are entitled will be forwarded. Thank you for giving us the opportunity of serving you. TICOR TITLE INSURANCE COMPANY OF CALIFORNIA By : 0 CAT. NO FF.00145 gJ5 c 4 %OR TSTk 1NSURANt;E ES374(3 185) NON-FOREIGN CERTlFiCATlQN BY ENTITY TRANSFER 1. Section 1445 of the Internal Revenue Code provides that a transferee of a United States real pro1 interest must withhold tax if the transferor is a foreign person. 2. In order to confirm to the transferee that withholding of tax is not required upon the dispositio of the United States real pro1 described as follows: Parcel 2, in the City of Carlsbad, County of San Diego, State of Ca as shown on Parcel Map No. 16044 recorded April 6, 1990 in the Offi Of the County Recorder of said County. Carlsbad Retail Associates The undersigned transferor(s) represents, warrants, certifies and declares by means of this certific the following on behalf of Carlsbad Retail Associates a. Carlsbad Retail Associates is not a foreign corporation, foreign partn4 foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and 11 Tax Regulations) for purposes of United States income taxation and, b. Carlsbad Retail Associates United States employer identification num NAME EMPLOY E R I DENT I F I CAT I ON NUMB E R Carlsbad Retail Associates 33-0226538 C. Carlsbad Retail Associates offiie ~I~L;TSSS 3151 Airway Avenue, Suite L-1, Costa Mesa, CA 92626 d. There are no other persons who have an ownership interest in the above described propert1 than those persons set forth above in subparagraph b. 3. The undersigned hereby further certifies and declares a. Carlsbad Retail Associates understands that the purchaser of the described property intends to rely on the foregoing representations and warranties in con with the purchaser's obligations under the United States Foreign Investment in Real Propel Act. (94 Stat 2682 as amended) b. Carlsbad Retail Associates understands this certification may be d to the Internal Revenue Service by transferee and that any false statement contained in th fication may be punished by fine, imprisonment or both. Under penalties of perjury under the Law of the State of California, I (we) declare that I (\I examined this certification and to the best of my (our) knowledge and belief it is true, cor complete; and, I (we) further declare that I (we) have authority to sign this document on k V are ;:City of Costa Mesa Clountv - of 0 '3 ;;;ne r : By: Title: (This document must be retained until the end of the fifth taxable year following the taxable year the transfer takes place. ) CONSULT YOUR ATTORNEY AND/OR TAX ADVISOR - NO REPRESENTATION OR RECOMMEN IS MADE BY TICOR TITLE INSURANCE COMPANY OF CALIFORNIA CONCERNING THE SUFFICIENCY AND/OR TAX CONSEQUENCE OF THIS DOCUMENT. YOU MAY BE REQUl FILE ACOPYOFTHISDOCUMENTWITHTHE INTERNAL REVENUESERVICE. THESEAREQUI FOR YOUR ATTORNEY AND/OR TAX ADVISOR. . 0 0 BUYER SETI'L,EMENT STATEMENT ESCROW OFFICER: Connie perna 4 FILE NO. 51177084 BUYER: CITY OF CARLSBAD 1250 ELPI ST. CARLSBAD, CALIF. 92008 SUR: CARLSBAD RETAIL ASSOCIATES 3150 BRISTOL ST. SUITE 250 COSTA MESA, CALIF. 92626 PROPERTY: CAL SE"II?ZmENT DATE : 1 1 -1 9-90 PRORATION DATE : 1 I - 19-90 SALE PRICE : 2, s6 ,050.89 __________________-_---------------------------------------------------------------- .................................................................................... DEBIT a SALE PRICE.. ............................................. 2,566,050.89 ADDITIONAL DEFQSIT....................................... 2,567 INT. EARNED.............................................. INT. EARNED.............................................. I ESCROW CLOSING FEE....................................... 778.03 1msm .............................................. 50.00 4 to TICOR TITLE INSURANCE COMPANY OF CAL to TICOR -------------- GROSS DUE FROM BUYER.. ................................... 2,566,878.89 _------ TOTAL PAID BY/FOR BUYER .................................. 2 , 56: GROSS DUE FROM BUYER..................................... 2,se TOTAL PAID BY/FoR BUYER. ................................. 2 , 565 ------_ ------. NET TO BIJY~............................................. ____________________---------------------------------------------------------------. ____________________---------------------------------------------------------. CITY OF CARLSBAD copy Fob\ ..Iouw F'Ls > ///, 0 0 ,’ RCB9 TITLE :NSU”A!ICf iFTER ,RECdRDEd M TLQNSON *WAX DEVELOPMENT ITN r MARC BELLUOMINI 1150 BRISTOL ST.,STE.250 UNITED STATES DISTRICT COURT IOSTA MESA, CA.92626 FOR THE WESTERN DISTRICT OF WISCONSIN 535- ~5L-ccC,Cul, dj, 67, (l-5 OLYMPIA HOTELS CORPORATION, a Texas corporation, JAMES M. GRISEBAUM, an individual, and MARTIN BRODY, an individual, Plaintiffs, V. Case No. 88-C-378-C JOHNSON WAX DEVELOPMENT CORPORATION, f/k/a JOHNSON REAL ESTATE CORPORATION, a Wisconsin corporation, JOHNSON SHAREHOLDINGS, INC., a Wisconsin corporation, and RACINE HOTEL PARTNERS LIMITED limited partnership, PARTNERSHIP, a Wisconsin - .of OWkW Rocordo. 5an 14bgo C - **___s_i Defendants. -., SATISFACTION AND RELEASE OF THE JUDGMENT ENTERED ON JUNE 23, 1989 This is a release and satisfaction of judgment under Cal. CCP Code SS 697.400, 697.370 and 724.060 (West 1990). “This is E release from the judgment lien described herein of all of the interests in real property in San Diego County presently owned 01 hereafter acquired of the herein named judgment debtor subject tc the lien,” which lien results from a judgment entered in the above matter on June 23, 1989, in the Western District of Wisconsin. The judgment lien was created on July 17, 1990, and can be found at Record No. 90-386615, San Diego County Recorders Office< 1 0 0 The title of the court where the judgment was entered is in the above caption, as is the number of the action. The namesand address of the judgment creditors are as follows: Olympia Hotels Corporation James M. Grisebaum Martin Brody 1111 North Loop West, Suite 200 Houston, Texas 77008 The name and address of the judgment debtors are as follows Johnson Wax Development Corporation 4041 North Main Street Racine, Wisconsin 53403 Racine Hotel Partners Limited Partnership 4041 North Main Street Racine, Wisconsin 53403 This release must be recorded with the San Diego County Recorders Office in order to release the judgment lien on the real property in that county. The judgment is satisfied in full because it has been nullified due to reversal on appeal. Dated: October 24, 1990. r Bri& E. Butler Gila Shoshany OF COUNSEL: STAFFORD, ROSENBAUM, RIESER & HANSEN 3 South Pinckney Street Suite 1000 P.O. Box 1784 Madison, Wisconsin 53701-1784 (608-256-0226) 2 0 e i STATE OF WISCONSIN) ) ss. COUNTY OF DANE 1 On October 24, 1990, before me, the undersigned, a Notary Public in and for said State, personally appeared Gila Shoshany, personally know to me or proved to me on the basis of satisfactory evidence to be the person who name is subscribed to the within instrument and acknowledged that she executed the same. Witness my hand and official seal. r 1 lic, tLw.Q/[ State x, of C,!&i- 91 ion expires 4-20-94 < 0 1 RECORDING REQUESTED BY \ Ticor Title Insurance Company of California AND WHEN RECORDED MAIL TO r 1 City of Carlsbad Attn: City Clerk Carlsbad, Calif. 92008 Name Street 12 00 Elm Avenue Address C1ty & State L J r 1 MAIL TAX STATEMENTS TO Name Street Address CltV & State L Same as above J 0 nw iOq* h- l___l._ d Offklal Rwo& %R D(s(qo Daunog. - / SPACE ABOVE THIS LINE FOR RECORDER‘S USE- THIS FORM FURNISHED BY TlCOR TITLE INSURERS TO 1925 CA (11-83) -I2 The undersigned grantor(s) declare(s): < k Documentary transfer tax is ( ) computed on full value of property conveyed, or h\ ( 3wa ( ) Unincorporated area: ( ) City of , and 5 13 s ) computed on full value less value of liens and encumbrances remaining at time of sale. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CARLSBAD RETAIL ASSOCIATES, ;q h %Q a General partnership organized under the laws of the State of California 1 hereby GRANTS to ?wa :{\\ THE CITY OF CARLSBAD, CALIFORNIA the following described real property in the Countyof San Diego , State of California. Parcel 2 of Parcel !.lap No. 16344, in the City of Carlsbad, County of City of Carlsbad % %> J 1177084 0 0 *. Sellers Signature Page CARLSBAD RETAIL ASSOCIATES, A California General 2artnership BY: JDCR LTD, FARTNERSHIP a Wisconsin limited Partnership BY: JOHNSON WAX PROPERTIES, INC. A CALIFORNIA CORPORATION BY: BY: dic& Pres. Sec. BY : ./&;,s\ r4-t t , Fr&de?ick T. Vo,d Der Ahe L .* 0 1 } ss. 1 STATE OF CALIFORNIA COUNTY OF ORANGE On -1’- ’ -- 7 ,-I i / PA& \ , 1990, before me, the unders a Notary Public in and for said State, personally appeared Frederic Von der Ah@, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within inst as a Partner of Carlsbad Retail Associates, Partnership and acknowledged to me that he executed the within inst pursuant to the Partnership Agreement of Carlsbad Retail Associates acknowledged to me that such Dartnership executed the same. ., a California General WITNESS my hand and official seal. /-- 1 } ss. 1 STATE OF CALIFORNIA COUNTY OF ORANGE L’ 7 , 1990, before me, the undersj Notary Public l’n and for said State, personally appeared Eugene A. Spindler 11, personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within inst as the Vice President of Johnson Wax Properties, Inc., the corporat that executed the within instrument as the sole General Partner of Limited Partnership, a Wisconsin Limited Partnership, which execute within document as a partner of Carlsbad Retail Associates, a Calif General Partnership, and acknowledged to me that such corporation e the within instrument pursuant to its by-laws or a resolution of it of Directors and pursuant to the partnership agreements of JDCR Lirr Partnership and Carlsbad Retail Associates,and that said Dartnershi 8bove.nened ex c the s me as a ener 1 a tner of a I ad Reta an5 pk%$ syd $qst name8 Dar?ne!?sfilp execuge8 -@e same. 47 / ,.!4 */,flu On ssoki%N%%3 my han an of lcial seal-. -, a,!-/. Notary Public in and for said County and State My Comm. Exp. Mar. 19.1993 _- - c. e..--- * e .. .* . 1 CERTIFICATION FOR ACC.EPTANCE OF DEED This is to certify that the interest in real property conveyed by the deed or grant dated October 24, 1990 from to the City of Carlsbad, California, a municipal corporation, is hereby accepted by the City Council of the City of Carlsbad, California pursuant to resolution No. 89-173 , adopted on May 23, 1989 , and the grantee consents to the recordation thereof by its duly authorized officer. Car-sbad Retail Associates ..................................... DATED: November 13, 1990 By : PRELIMINARY CHANGE OF OWNERSHIP REPORT (To be completed by transferee (buyer) prior to transfer of subject property in accordance with S E LLER /TR AN S FE R 0 R : -44s aRb dGrdk Am! Section 480.3 of the Revenue and Taxation Code.) This report is not a public document. BUYER/TRANSFEREE: c/rv UP c4H-w ASSESSOR'S PARCEL NUMBER( S): a/5-e5,-74 Mail Tax Information To: (Name): CIrY H?UAYRada% .', PROPERTY ADDRESS OR LOCATION: 69 Zs& &MhO &4&.a&S a& :a2 c~o~ (Address): cm dF 6M-W /zm CAMS- y,LLcQlk 4kVirt- A Preliminary Change in Reporr must be filed with I ance in the County Record, thecountywherethe prope this particular form may be counties of California. FOR RECORDER': NV-0 NV-T CSH PP AREA Amount $ ~ Amount $ ___ 0 FHA 0 Conventional 0 Variable Rate 0 Assumed Existing Loan Balance 0 VA 0 All Inclusive D.T. ($ Wrapped) Bank or Savings & Loan 0 Cal-Vet 0 Loan Carried by Seller 17 Finance Company Balloon Payment 0 Yes 0 No Due Date Amount $ IW'" "r 3WLC w rnni III. runbnnac rnibL a A. CASH DOWN PAYMENT or Value of I rade or Exchange (excluding closing cost) B. FIRST DEED OF TRUST @ __ % Interest for - years. Payments/Mo.=c. (Prin. & Int. only) Fixed Rate 0 New Loan C. SECOND DEED OF TRUST @ '- % Interest for - years. Payments/Mo.=$ Amount $ ___ (Prin & Int. only) 0 Bank or Savings & Loan 0 Fixed Rate 17 New Loan 0 Loan Carried by Seller Variable Rate 0 Assumed Existing Loan Balance Balloon Payment 0 Yes 0 No Due Date Amount $ OTHER FINANCING-Is other financing involved not covered in (B) and (C) above? Yes 0 No Type 0 Bank or Savings & Loan 0 Fixed Rate 0 New Loan 0 Loan Carried by Seller 0 Variable Rate Assumed Existing Loan Balance Balloon Payment Yes 0 No Due Date Amount $ E. IMPROVEMENT BOND Yes No Outstanding Balance Amount $ F. TOTAL PURCHASE PRICE (or acquisition price, if traded or exchanged, include real estate G. PROPERTY PURCHASED: 0 Through a broker: &Direct from seller: 17 Other (explain) If purchased through a broker, provide broker's name and phone no.: Please explain any special terms or financing and'any other information that would help the Assessor understand the purchase price and terms of sale. D. Amount $ ~ @ - % Interest for - years. Payments/Mo.=$ -..(Prin & Int only) FG commission if paid.) * Total Items A through E. @ PART IV: PROPERTY INFORMATION A. Is Personal Property (moveable items such as furniture, appliances, and iptrnent) included in the Purchase Price (Attach (other than a mobilehorne subject to local property tax)? Yes 6 If 'Yes' enter the value of the personal property included in the purchase price $ of personal property). B. Is this property intended as your principal residence? 0 Yes Mo C. Type of Property transferred: If 'Yes', enter date of occupancy 19 -or intended occupancy I- Month Day Month DE 0 Single-family residence 0 Agricultural 0 Times 0 Multiple-family residence (no. of units: ~ ) Co-op/Own-your-own 0 Commercial/lndustriaI 0 Condominium 0 Other (Description: * D. Does this property produce income? 0 Yes B(No E. If the answer to question 'D' is yes, is the income from: F. What was the condition of the property at the time of sale? Hood 0 Average 0 Fair 0 Poor Enter here, or on an attached sheet, any other information that would assist the Assessor in determining value of the proper1 physical condition of the property, restrictions, etc. w::, 0 Lease/Rent 0 Contract Mineral Rights 0 Other-explain: rrect and complete to knowledge and belief. Signed Date: rum- (New Owner/ Legal Representative/Corporate Officer) Please Print Name of New Owner/Legal Representative/Corpora e Phone Number where you are available from 8 a.m.-5 p.m. ( _dLqif'per- .. 28z8 (NOTE. The Assessor may contact you for further information.) If a document evidencing a change of ownership is presented to the recorder for recordation without the coricurrent filing of a preliminary change of ownership report, the recorder may charge an additional reiarding fee of twenty dollars ($20). The additional fee shall not be charged if the document IS accompanied by an affidavit that the transferee is not a resident of California. AFFIDAVIT OF, NONRESIDENT TRANSFEREE . .. The Transferee (buyer) named above is a resident of and not a resident of the State of California. State Signed Date: (New Owner/ Legal Aepresentative/Corporate Officer) AS-SV25 SEE-ASD AH 502-A Back (Rev. 10/89\ V 'ITE IT- DON'T SAY -! Date June 6 1 T~ File 0 Reply Wanted From Karen UNO Reply Necessary Re: Purchase of Land for New Carlsbad Library The above-referenced matter went to Council on May 23, 1989 for approval. We were given two sets of documents (amgt and escrow instructions) by Frank Mannen. After getting the documents signed by the Mayor, I returned one set to Frank per his request. K. AIGNER FORM NO. 55032 PRI 0 1, ?r s AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN CARLSBAD RETAIL ASSOCIATES AND THE CITY OF CARLSBAD, CALIFORNIA - 2588D: SHS 032189 T I. r 1: 8. e e TABLE OF CONTENTS P ac - I. RECITALS 1 ........................................... 11. TERMS AND CONDITIONS c L ............................... Purchase and Sale 1. ............................ 4 2. Purchase Price ............................... 1 3. Payment of Purchase Price .................... 1 4. Conditions Precedent to Close of Escrow ...... 5. Approved Master Site Improvement Costs ....... 6. Escrow Instructions 7. Closing 8. 9. Items to be Delivered at or Prior to Closing . 10. The City's Warranties 11. Seller's Warranties 12. Prorations; Costs and Expenses ............... 13. Broker's Commissions 14. Imdemnification .............................. 15. Additional Assurances ......................... 16. -Attorney's Fees ............................... 17. Entire Agreement .............................. 18. Notices ....................................... c A .......................... A ...................................... Conveyance and Condition of Title A ............ I I ........................ I .......................... I I ......................... 19. Counterparts ................................... 20. Captions ...................................... i m 0 1 1: I. Pac - 21. Assignability ................................. € 22. Successors and Assigns ....................... E 23. Time of the Essence 5 24. Escrow Holder's Standard Provision ............ t 25. Survival of Warranties 5 26. Reasonable Approvals .......................... 27. Section 1445 Certificate ...................... ........................... ........................ I I - ii ...... a 0 I ', I. 1. AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS This Agreement for Purchase and Sale and Joii Escrow Instructions (the "Agreement") is made and entered in1 this day of , 1989, by and betwec CARLSBAD RETAIL ASSOCIATES, a Joint Venture (hereinaftc referred to as "Seller"), and THE CITY OF CARLSBAD, CALIFORNI; (hereinafter referred to as the "City"). I RECITALS A. Seller is the owner of certain real proper1 located at the northwest corner of Alga Road and El Camino Rei in Carlsbad, California consisting of approximately 28.57 acrt (the "Master Parcel"). B. Seller is in the process of obtaining tl necessary governmental approvals to record a parcel map ovc the Master Parcel that will subdivide the Master Parcel in. four parcels (sometimes hereinafter referred to as "Parcel 1 "Parcel 2", "Parcel 3" and "Parcel 4"). The location a: approximate configuration (subject to governmental approval) I Parcel 1, Parcel 2, Parcel 3 and Parcel 4 is illustrated in t: attached Exhibit "A". C. Seller intends to construct on Parcel 3 a hi quality retail shopping center containing approximately 146,2 square feet of retail space. D. The City desires to purchase Parcel 2 a construct a building on the site (the "Library Building") a operate a public library on the site. Parcel 2 sha hereinafter be referred to as the "Property". - E. Seller believes that the construction a: operation of a public library within the Master Parcel wi enhance the attractiveness and usefulness of the Master Parc to the residents of Carlsbad. F. The City believes that locating a pub1 library within such a high quality shopping center complex wi provide the citizens of the City with a convenient and pleasa environment for a library facility and will maximize t accessibility of the library to the community. 1 e e I '> 1. '< G. Seller intends to deliver the Property to th City in a prepared condition as more particularly set forth i Section 5 below. I1 TERMS AND CONDITIONS NOW, THEREFORE, for valuable consideration, tk sufficiency of which is hereby acknowledged, Seller and tk City hereby agree as follows: 1. Purchase and Sale. Subject to the terms ar conditions set forth herein, Seller hereby agrees to sell tl Property to the City, and the City hereby agrees to purchas the Property from Seller. 2. Purchase Price. The purchase price for tf Property (the "Purchase Price") shall be an amount equal to tf sum of the following: (a) $1,253,221.20 (the "Basic Proper1 (b) The sum of amounts calculated each monl for the period September 30, 1988, to the date of Close ( Escrow for the sale of the Property to the City, whic calculations shall be according to the following formula: (i) The product of the Basic Proper' Cost and the interest rate actually charged to Seller (tl "Actual Interest Rate") for the months being calculatc for funds borrowed by Seller to purchase that portion ( the Master Parcel which included the Property; plus (ii) Property taxes assessed on tl Property for said period; plus (c) the product of (i) the Approved Mast1 Site Improvement Cost (as such term is defined in section below) and (ii) the result obtained by dividing the tot amount of gross square feet in Parcel 2 by the total amount gross square feet in the Master Parcel. At the time of execution of this Agreement, t Actual Interest Rate is the Prime Rate of the Bank of Montre plus 3/8%. Seller anticipates obtaining a new loan in the ne future under which the Actual Interest Rate may change in whi case Seller shall notify the City of such change. 3. Payment of Purchase Price. The Purchase Pri shall be paid all cash at Close of Escrow. cost Ii ) ; plus 2 0 0 ' 1, I. 4. Conditions Precedent to Close of Escrow. Th obligation of the City to Close Escrow is subject to th satisfaction of the following special conditions: (a) Seller shall obtain all entitlements t use for the -Master Parcel. Seller shall obtain necessar zoning and development approvals for the Master Parcel from th City and the California Coastal Commission. (b) Seller agrees to construct certai on-site and off-site improvements (the "Master Sit Improvements") on the Master Parcel. The Master Sit Improvements are more particularly shown on and described i the attached Exhibit "B". The City shall accept delivery c the Property upon close of escrow and upon substantiE completion of the Master Site Improvements as shown on ar described in Exhibit "B" . (c) The Master Site Improvements must 1 "substantially completed" (as such term is defined beloo within the time schedule set forth in the completion schedul attached hereto as Exhibit "C" (the "Preliminary Sit Completion Schedule"). Completion dates set forth in tk Preliminary Site Completion Schedule shall be extended fc labor strikes, material shortages, rain and other acts of Gc and other circumstances beyond the control of the City c Seller. In the event Seller fails to complete any of tl Master Site Improvements on a timely basis, the City rn: deliver to Seller a written notice ("Notice of Failure t Timely Complete" ) requesting that Seller complete sa! improvement within sixty (60) days of the date of delivery c the Notice of Failure to Timely Complete. In the event sa: improvement is not completed by the expiration of said six1 (60) day period, the City, at its option, may terminate th! Agreement and cancel Escrow. (d) For purposes of this Paragraph 6 tl Master Site Improvements shall be deemed "substantial: completed" at such time as the project civil-engineer ax qualified inspectors from the City ("City Inspectors") I determine;- provided, however, in the event the projec civil-engineer determines that the Master Site Improvements ai "substantially completed" but the City Inspectors disagrec Seller may, at its option, request that the issue ( "substantial completion" be arbitrated by and under the rulc of the American Arbitration Association which arbitratic decision shall be binding on the parties. 5. -roved Master Site Improvement Costs. (a) As stated in section 2(c) above, as pa. of the Purchase Price, the City shall pay to Seller a prora. portion of the "Approved Master Site Improvements" (as su( 3 0 e I I.. < 'I term is defined below) said prorata portion being determine pursuant to the formula set forth in section 2(c) above. (b) The "Approved Master Site Improvemer Cost" is hereby defined as the lesser of (i) the actual cost c construction of the Master Site Improvements (as defined in tk attached Exhibit "B") or (ii) the amount of the "Ceiling Mast€ Site Improvement Cost" (as defined below). The Ceiling Master Site Improvement Cos shall be determined as follows: Seller's general contractor shall subm! a guaranteed maximum cost for the cost of construction c the Master Site Improvements (as defined in the attach( Exhibit "B") based upon final engineering designs preparc by the Seller's civil engineer in accordance with Cil approved plans and specifications. All plan: specifications and contractor pricing shall be approved 1 the City Engineer. The approved cost shall be the Ceilir Master Site Improvement Cost. Increases in cos1 associated with changes in plans requested by the Cil shall increase the Ceiling Master Site Improvement Co! proportionately. 6. Escrow Instructions. To effectuate the terr and conditions of this Agreement, an escrow ("Escrow") shall 1 opened with Transamerica Title Insurance Company, 3033 5. Avenue, Suite 100, San Diego, California 92103 ("Escrc Holder") within two (2) business days from the executic hereof. Opening of escrow shall be deemed to have occurrc when a fully executed copy of this Agreement has been deliverc to Escrow Holder by Seller, and this Agreement shall serve l escrow instructions. 7. Closinq. The closing (the "Close of Escrow means the completion of the purchase, exchange of money a: documents, recording of the Grant Deed and delivery possession of the Property to the City. The Close of Escr shall take place on or before the thirtieth (30th) d following the acknowledgment by the City that all conditio precedent set forth in paragraph 4 above have been waived satisfied. 8. Conveyance and Condition of Title. Conveyan of the Property by Seller to the City shall be by a standa form Grant Deed in use in the State of California, recordable form, duly executed and acknowledged by Selle conveying to the City good and marketable title in fee simp to the Property, free and clear of any and all lien encumbrances, conditions, easements, assessments, restrictio and other conditions, subject only to (i) those exceptio which are set forth in the attached Exhibit "D" (the "Agre 4 0 0 Exceptions") and, (ii) any additional exceptions approved i writing by the City (such additional exceptions sometime hereinafter be collectively referred to as the "Permitte Exceptions"). 9. - Items to be Delivered at or Prior to Closinq. (a) Seller shall deliver to Escrow Holder i or prior to the Close of Escrow, in a form and substanc reasonably satisfactory to the City, a duly executed ar acknowledged Grant Deed in recordable form customari: acceptable in similar transactions for conveying fee title 1 the Property. (b) The City shall deliver to Escrow Holdc not less than one (1) business day prior to the Close of Escrc (i) a cashier's check or wired funds in the amount of tl Purchase Price less the amount of all reductions, adjustmen1 and prorations in accordance with this Agreement. (c) Escrow Holder shall deliver (or comm to deliver) to the City, at the Closing, a CLTA owner's tit insurance policy (the "Insurance Policy") in the full amount ( the Purchase Price payable hereunder, issued by the Escrc Holder, containing no exceptions other than the Agrei Exceptions and the Permitted Exceptions and insuring title the Property. 10. The City's Warranties. The City has the fu legal power, authority and right to execute and deliver, and perform the City's obligations under this Agreement, and t City's performance hereunder and the transaction conternplat hereby have been duly authorized by all requisite action on t part of the City and no remaining action is required to ma this Agreement binding upon the City. 11. Seller's Representations. (a) The City shall rely solely upon t title policy referred to above as being the City's assuran regarding -the state of title. Seller's only representatio with regard to the Property or the condition of plan specifications, drawings, or government approvals regardi improvements heretofore made or proposed hereafter to be ma to the Property are as set forth herein. (b) Seller and the respective parti signing this Agreement on its behalf, have the full leg power, authority and right to execute and deliver, and perform their obligations under this Agreement, and Seller performance hereunder and the transactions contemplated here have been duly authorized by all requisite action on the pa 5 e 0 >. of Seller and no remaining action is required to make thi Agreement binding upon Seller. (c) No representation, warranty or statemer of Seller in this Agreement or in any document, certificate c schedule furnished or to be furnished to the City pursuar hereto, or in connection with the transaction contemplate hereby, contains any untrue statement of a material fact c omits any fact which is necessary to make such statements nc misleading. (dl Seller is not aware in its search a1 inquiry of any defects to the Property (including the existenc of toxic waste or toxic substances on or beneath the surface ( the Property), of any pending or threatened litigation, clair or causes of action or other matters that would materially ( adversely affect the Property, or any facts that would form tl basis of any litigation, claim or cause of action that woul materially or adversely affect the Property. 12. Closins Costs and Expenses. At the Closinc the following items shall be allocated in the manner specified: (a) Taxes. Seller shall pay real properi taxes through the Close of Escrow; provided, however, : Seller has made a tax payment for periods that extend beyor the Close of Escrow, Seller shall be reimbursed for such exce: payment. (b) Escrow Fees. Seller and the City sha' each pay one-half (1/2) of the usual escrow fees, and Sell( shall pay the usual recording fees. Seller shall pi documentary transfer taxes. (c) Title Insurance. Seller shall pay tl cost of a standard coverage CLTA owner's policy of tit insurance. (dl Disbursements. All costs and expensi payable hereunder shall be disbursed by Escrow Holder to tl proper payee (.including itself) from funds deposited in1 Escrow. 13. Brokers' Commissions. Each party represen1 and warrants to the other that it has not engaged or employ1 or otherwise incurred any other obligation to any agent, brokc or finder with respect to this Agreement or the purchase ai sale of the Property. The City and Seller will each indemni the other against and hold it harmless from any claim for ai fee, commission or other compensation made by any person I entity claiming to have been employed, engaged or otherwi retained by the indemnifying party. 6 0 0 '<.I. 14. Indemnification. The City and Seller sha: indemnify and hold harmless the other non-breaching pari against any loss, liability and damage, including reasonab: attorneys' fees and other expenses, arising out of or ' connection with any breach of representation, warrant! covenant or agreement contained herein. The City sha indemnify Seller against any loss, liability and damagc including reasonable attorneys' fees, arising out ( claims/lawsuits by future owners of all or a portion of tl Property; notwithstanding the foregoing, the City shall nc indemnify Seller from any loss, liability and damage, includii reasonable attorneys' fees, arising out of claims/lawsuits 1 future owners of all or a portion of the Property in connectit with any alleged existence of toxic waste and/or tox substances on or beneath the surface of the Property prior the close of Escrow and/or relating to actions, events I occurrences occurring prior to the close of Escrow. 15. Additional Assurances. The City and Sell agree to execute such other documents as may be reasonab necessary to perform the terms of this Agreement. 16. Attorneys' Fees. In any action between t City and Seller seeking interpretation or enforcement of any the terms and provisions of this Agreement or in connecti with the Property, the prevailing party in such action shall awarded, in addition to any other award, its reasonable cos and expenses, including reasonable attorneys' fees. 17. Entire Aqreement. This instrument contai the entire agreement between the parties relating to t transactions contemplated hereby, and all prior or contemporan ous agreements, understandings, representations and statement oral or written, are merged herein. This Agreement may only modified by an agreement in writing executed by all of t parties hereto. All representations and warranties made by t City and Seller and indemnifications contained in th Agreement shall survive the Close of Escrow. 18. Notices. All notices, consents or 0th communications to be given hereunder shall be in writing a shall be delivered in person or sent by certified or register mail, return receipt requested, postage prepaid, as follows: To Seller: CARLSBAD RETAIL ASSOCIATES 3151 Airway Avenue Suite L-1 Costa Mesa, California 92626 Attn: Michael Ferensowicz 7 0 0 .& With a copy to: Steven H. Sunshine, Esq. Layman, Jones ti Dye 2600 Michelson Suite 1000 Irvine, California 92715 Johnson Wax Development Corporatic Costa Mesa, California 92626 Attn: Eugene Spindler City of Carlsbad 1250 Elm Street Carlsbad, California 92008 Attn: Frank Mannen With an additional copy 3150 Bristol Street to: Suite 250 To the City: City Manager or such other party and or address as any of such partit hereto may designate in a written notice served upon the othc parties in the manner provided herein. All notices, consenl or other communications to be given hereunder shall be deem< duly given and received on the date of delivery, if deliver< in person, or two days after the date of mailing, if sent 1 certified or registered mail. 19. Counterparts. This Agreement may be executt in two or more counterparts, each of which shall be deemed i original, but all of which together shall constitute one ai the same instrument. 20. Captions. The captions in this Agreement ai inserted for convenience of reference only and in no Wi define, describe or limit the scope or intent of this Agreeme] or any of the provisions hereof. 21. Assignability. The City may not assign i' rights under this Agreement without the express written consel of Seller, which consent shall not be unreasonably withhelc Seller may not assign its rights and obligations under th Agreement -without the expressed prior written consent of tl City, which consent will not be unreasonably withheld. 22. Successors and Assiqns. This Agreement sha be binding upon and shall inure to the benefit of the parti1 hereto and their respective heirs, executors, administrator successors and assigns. Seller agrees that in the event Sell! desires to transfer its ownership of the Property prior to t: Close of Escrow, Seller shall advise the intended transfer (the "Transferee") of Seller's obligations under this Agreeme and prior to the transfer of ownership Seller shall deliver the City a statement from the Transferee in which t Transferee agrees to perform all obligations under th Agreement. a e a t. 23. Time of the Essence. Time is of the essenc in this Agreement. 24. Escrow Holder's Standard Provision. Sell€ and the City agree to be bound by the Standard Genera Provisions of- Escrow Holder to the extent they are nc inconsistent with the terms hereof. 25. Survival of Warranties. The representatior and warranties of the City and Seller contained herein are trt as of the close of Escrow and shall survive the Closing. 26. Reasonable Approvals. Except as otherwis expressly provided herein, whenever in this Agreement eithe the City's or Seller's consent or approval is required, tk parties hereby agree that said consent or approval shall not 1: unreasonably withheld or delayed. 27 Section 1445 Certificate. Seller shall plac into escrow a Certification that Seller is not a foreign persc in the form attached hereto as Exhibit "E". SELLER: CARLSBAD RETAIL ASSOCIATES, a Joint Venture By: ZDCR Ltd, Partnership, a Wisconsin limited partnership, joint venture partner By: Johnson Wax Properties, Inc. , a California corporation, its sole general partner By: - By: The F.T. VON DER AHE COMPANY, a Sole Proprietorship, joint venture partner L L By: Frederick T. Von der Ahe 9 a 0 CITY: - 10 W 0 TRANSAMERICA TITLE INSURANCE COMPANY 825 North Broadway Santa Ana, California 92701 We -are in receipt of that certain Agreement fi Purchase and Sale of Real Property and Joint Escri Instructions by and between CARLSBAD RETAIL ASSOCIATES, a joi: venture, and the CITY OF CARLSBAD, CALIFORNIA. Transamerii Title Insurance Company, as Escrow Holder, assigns Escrl No. to this transaction. TWSmRICA TITLE INSURANCE COMPANY Dated: February -, 1989 By: , Escrow Offic - 11 __ - i- / \·\ .f :;';.'' ."~...•! ~~~ ;"!' .--- I-- [D-I >< w m a EXHIBIT rrB'r PLAZA PASEO REAL MASTER SITE IMPROVEMENTS SCOPE OF WORK April 14, 1989 A. GRADING AND DEMOLITION 1. Gradinq and Earthwork a. Clearing, grubbing b. Grade ungraded portion of site and remedial gradi previously graded areas including: 0 90% relative compaction, certified 0 removal and recompaction of topsoil average 2. 0 trenching of all gullies, removal and recompac e removal and recompaction of loose fills 0 keying and benching of fill slopes c. Subdrains d. Brow ditches e. Permanent slope planting and irrigation on perime slopes f. Temporary erosion control during/after rough grad 0 desiltation basins 0 sandbags 0 hydroseeding and irrigation Maintenance of all weather access g. h. Crib walls (price rear slope crib wall as separat i. Retaining walls 2. Demolition and Removal of Existins Structures and Faci a. Removal of a.c. pavement, concrete curb and gutte b. Removal of 8" water and sewer mains and associate c. Removal of fire hydrants d. Demolition of retaining walls e. Demolition of brow ditches f. Demolition of desiltation basin spillways g. Demolition of 3 storm drain inlet headwalls h. Removal of 30" r.c.p. appurtenance m 0 Plaza Paseo Real Master Site Improvements (Cont'd.) Page 2 i. Demolition of tops of deep cleanouts - bottoms to j. Demolition of storm drain inlets and portions of k. Removal of all gas, electric, telephone, CATV fac 1. Demolition of curb and gutter along northerly sid m. Utilities relocation, if necessary filled at two Alga entrances Alga Road B. OFFSITE IMPROVEMENTS 1. El Camino Real a. Median relocation/removal b. Restriping, signing, pavement markers c. Transition north of property d. Remove exist a.c. berm and driveway opening e. Pavement widening and construction of curb, gutte f. Upgrade Dove/E.C.R. traffic signalization and g. Street lights h. Street trees i. Guardrail j. Handicap ramps k. Utilities relocation, if needed sidewalk intersection per L.F.M.P. 2. Alqa Road a. Median construction b. Restriping, signing, pavement markers c. Transition at west boundary d. Pavement widening e. Construct curb, gutter and sidewalk f. Street trees g. Street lights h. Traffic signal at main entrance at Manzanita i. Handicap ramps j. Utilities relocation, if needed m e Plaza Paseo Real Master Site Improvements (Cont'd.) Page 3 3. Dove Lane a. A.C. pavement per City standard b. Curb and gutter c. Sidewalks d. Street trees e. Street lights f. Monuments g. Barricades at end of improvements h. Striping and pavement markings i. Guardrail j. Traffic signal at north entrance k. A.C. berm or redwood header for 1/2 st. pavement 1. Utilities coordination C MASTER ON-SITE IMPROVEMENTS 1. Portion of LOOP Street (between Alqa/Manzanita Entry a Lane Entry) a. A.C. pavement per City standard b. Curb, gutter and sidewalks (as per plan) c. Landscaped parkway strip planters and median isla with irrigation d. Lighting e. Enhanced paving at pedestrian crossings and entri f. Striping and pavement markings g. Directional signage 2. Storm Drainaqe Improvements a. F type catch basins - west slope b. Various sizes r.c.p. culvert per plan (main lines c. Curb inlets (loop street only) d. Cleanouts e. Headwalls f. g. Deep connection at 38l+ deep cleanout at south en h. Offsite siltation (Levatino) i. Detention basin including: Temporary culvert - rough grading 0 outlet structure 0 spillway 0 headwalls, catch basins 0 fence around perimeter 0 landscaping 0 rip-rap at 3611/4211 inlet north side of Dove j. Offsite detention basin cleanout above lagoon 0 e Plaza Paseo Real Master Site Improvements (Cont'd.) Page 4 3. Sewer Improvements a. Mains (backbone system only) b. Manholes (backbone system only) c. d. Cleanouts e. Offsite repairs to Ayres Trunk Line (pro-rata) Connection to existing stub at south entrance 4. Water Improvements a. Hot tap existing main at ECR/Dove b. Connect to stub ECR 200'+ south of Dove c. Connect to stub south entrance d. Mains (backbone system only) including: 0 valves blowof f s 0 air release valves/assemblies 0 thrust blocks 0 fire hydrants Relocate pressure reducing station/vault at Dove/ e. Reclaimed water lines for perimeter slopes f. 5. Utilities a. Electric (backbone system only) b. Gas (backbone system only) c. Cable TV (backbone system only) d. Telephone (backbone system only) D. SOFT COSTS 1. Engineering/Design 2. Construction Interest 3. Contingency E. SPECIAL REIMBURSABLES (cost to be paid in total by library) 1. Parking area on Parcel 2 south of future library build be built tgup-frontll as part of Parcel 3 on-site contra EXHIBIT liB"(CONTINUED) DEVELOPMENT PLAN ~PLAZA PASEO REAL MASTER SITE IMPROVEMENTS P/,RKINO SUMMARY w" 1'" r"~Cfl /0891, "t~tOu·...' ,m. .... "T.iiT c;.qOI5S." 'OToLL"O Itlll' -1".. ••••D•••.•0.10":10 '-~O.'.ll•.•••t 'I lOCI •••••~.ll,•••1".OD C1••'.C••••1I '~E"r[""."01 ••~~6u_..- OROlneo rt SUBDIVIDER/DEVELOPEfI .-•_:ao.-U'.~.w:.~~~e.--. •••~••••coo•••·••1•••• /QQ CD II> II>'" d coD< ~·l .,'e....:.••-,.......,..,gUll ._ PROJECT DA.U,,,,IICIll ItO uu "",.::..~,:.~q"10"'«"""IIt••·lIlt••••••• •UILO'HOI tul.DI'fO•..•••u •••••11(~M.~. •U>tC'Ill'""Oil I hP".·"0'" 101AI'_·'''4'0"0"'0:1I••••••' •.••un '••Ie'••"••••.u••••••,.U1."'1.''''0,'U'f ...-•..o ''''1 ••Ull •••·•••••,II.o IO"li 'T•••••••",".,.,tt'••••·:;,I"", C,~""•.•."••_"'I ~~~~~~.- ENGINEER OF WORK QWNERS •••••••••'IIU''«10';<1"I,'''.'..·cr...... """_l_~""""CA•••••••••"""•••.•IIIOCoI"'. ~~f;·;;:::....·=::=1~:~~~~/l'f.'r ""I),,-LI,,~~==~-:..~~:--t._••,t "_U.•."0....toeu ""1 ••«",",'" ,101"'0 '00'0-. ::~:::i:~:::'-:.:~0:IO·::::....~,~In'ot•.""tU••.•.•.•Dl_'ooo_t•Il"'Ul_·-OO·""~."-"-.::S,~~~;:.i.~.FE:~.~~~~.:.~"..;;.:~".-...••••,_•••o.,ooogtCOO'f_•••••••••••••.·'·'OO1 ••.•. ~'~:!i:;;~c:.~0::":u:.,:~~':'.~.~7:::,-.e.t\.,:..!~C.,,<::~.,:=,:u,.uc~r_.•.. :'t.:::~~:':'1."':..'...1••_-':1::':"~:~::"!~"!'~::.t~~~-::'...•0'"'_0:~::",,:::::,:~":.~'.~~':;"'~t.....•_""ct.••Il••••'"_•••'•••_···e..·,. ~,:::.-':~~':...:;:'~:o·:.C:'~:::::'o':.1:::.::::--II._•••"._•.,.HIM ",•••~-,•••••_•••••••_••• '1 :::;r=':'b"':~~:::r:,.:.:r:".";~:,I I•••',oc-.,..o:;...~:::.~~.~-'::,."_~O',•........,"0..•.__'••~~t_..•._,_,ICO._"'a:••·._•••c~••"""'"' .'__CO"I •.J"O·,.,......,...goo,.,._·"C1.~1 OllCArlli ",,"••••0"••••'OQoIPtC."...I •••••••'.~OOOI"'CII£110 ~f21:;:··-:c .~-;~~~~~~~NEe~INGt;r~~"-:-~-.:~~g~~~~__°it. ~ Efr--''J}--.-C""L::1J'r.~~ ~----- SITE ,SEWER I !'UST1NQE"'}~MWL .!!2..~~ (!j::~I~.~f~:.:'::::O.c:"~":':1~.;:-,':.:r::;'j".~~...~~..~'~._ ON &OFF-S·I fE-WET UTILITIE S :;,':":',::~,~~~':.~:;:::"-:"~-:=:~:::;::;';:-::I 1Il_0C'\"1""'"'''1'''''''~.''''''- \{l.UIlI ••.•••c:VI••••'.M ••••••1t'~C'"0"c•••••••~~[("O'IftrSTORM0RAINIE~.~:•••,.:;~:::;:'••.••-·u•••~'N" ".lr=~~'~~~~;:~3i"::,rn~·~~~~·.~:~:.. WATER j.L~ .llG-UWA2.••tllOOo·.·. -£.Q.!!lU.[o,.·••n ,.".,,lU "O""OWA' ~l[~~~'~ .s!.~_U.Lll.~tQ.!!!.HT.I. '~~·~7~:5:-",,1"~..",,,,.-,.,...,. L t::.:-;;-::;;::..-::=-:;1' fT-''--]"'~i:.;;nl•"I ••!!_"..!JJ.••••••••_.UI,/•.",,,,IU I '.,om_,II ,t;1nj-w,,~-ir:::::~~~~.,,;~._.~.:;::L.r.,~ t=l ri1 ::>zH8Zou = = ...Jo (I)~I-Zz8 Wz:Eo W en·>0 offi ~,OQ.Z ~«-en wtu I-W_0: (I)~ a:w' WI--w-I~I-en ~I ::i: (l)LL <t .LL.0 ::E~zo .II a-ex:I...•."-I~ 0 m EXHIBIT I'C" PRELIMINARY SITE IMPROWDEN" COMPLETION SCHEDULF, April - July, 1989 Final engineering design and issuan grading permit August - October, 1989 Demolition, rough grading and erosi control completion/issuance of site improvement permits October 1989 - March, 1990 Installation of on-site backbone infrastructure, perimeter landscapi and offsite improvements March - April 1990 Inspections and punchlist/library E ready for close of escrow m e EXHIBIT I'D" AGREED EXCEPTIONS TO TITLE 1. General and special County and/or City Taxes for current fisc year. facilities in favor of San Diego County Flood Control Distric (Zone #1) Easement(s) in favor of San Diego Gas t Electric Company for on-site distribution of electricity and/or natural gas. Easement(s) in favor of the City of Carlsbad for on-site road other public utilities. Easement(s) in favor of the City of Carlsbad for portions of Lane. Agreements by current and previous owners for the payment of public facilities fees. Any performance bonds for on going erosion control and/or off improvements. A Declaration and Reservation of Access and Reciprocal Parkin Easements. Any additional easements shown on Parcel Map No. MS764A. Any other exceptions which are included prior to the close of escrow which have been reviewed and approved by the City Atto 2. Easement(s) for drainage and access to maintain drainage 3. 4. 5. 6. 7. 8. 9. io. 0 m TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS To inform the City of Carlsbad (the "Transferee") that withholding of tax under Section 1445 of the Interna Revenue Code of 1954, as amended ("Code") will not be require( of the Transferee upon the transfer of certain real property b: CARLSBAD RETAIL ASSOCIATES (the "Transferor"), the undersignec hereby certifies the following on behalf of the Transferor: 1. The Transferor is not a foreign corporation foreign partnership, foreign trust or foreign estate (as thos terms are defined in the Code and the Income Tax Regulation promulgated thereunder); 2. The Transferor's U.S. employer identificatio number is ; and 3. The Transferor's office address is: Carlsbad Retail Associates 3150 Bristol Street Suite 250 Costa Mesa, California 92626 The Transferor understands that this Certificatio may be disclosed to the Internal Revenue Service by th Transferee and that any false statement contained herein coul be punished by fine, imprisonment, or both. Under penalty of perjury I declare that I hav examined this Certification and to the best of my knowledge an belief it is true, correct and complete, and I further declar that I have authority to sign this document on behalf of th Transferor. Dated: , 1989 CARLSBAD RETAIL ASSOCIATES - By: JDCR Ltd, Partnership, a Wisconsin limited partnership, a joint venture partner By: Johnson Wax Properties, Inc., a California corporation, its sole general partner By : Eugene A. Spindler, its Vice President EXHIBIT "E" @ 0 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Steven H. Sunshine, Esq. LAYMAN, JONES s( DYE 2600 Michelson Drive Suite 1000 Irvine, California 92715 PARCEL MAP NO. 764-A DECLARATION AND RESERVATION OF ACCESS AND RECIPROCAL PARKING EASEMENTS This Declaration and Reservation of Access ar Reciprocal Parking Easements for Parcel Map No. 764-A is mac by CARLSBAD RETAIL ASSOCIATES, a joint venture comprised c JDCR Ltd. Partnership, a Wisconsin limited partnership, ar Frederick T. Von der Ahe, dba The F.T. Von der Ahe Compar ( "Declarant") . - PgEfil?gLE: A. Declarant is the sole owner of certain rei property located in the City of Carlsbad, County of San Diegc State of California, more particularly described on Exhibit "1 attached hereto and made a part hereof (the "Property"). B. It is the desire and intention of Declarant f develop all of the Property pursuant to a general plan for a of the Property and subject the Property to certain protectiy covenants, conditions, restrictions, rights, reservation! easements, and equitable servitudes, all running with the 1ai as hereinafter set forth. C. Declarant hereby declares that all tl Property shall be held, sold, conveyed, hypothecate( encumbered, leased, rented, used, occupied and improved subjel to the following covenants, conditions, restrictions, right reservations, easements, and equitable servitudes, all of whi are declared and agreed to be for the purpose of uniform enhancing and protecting the value, attractiveness a desirability of the Property, in furtherance of a master pl for the protection, subdivision, maintenance, improvement, sa and leasing of the Property or any portion thereof, includi all improvements thereon, The covenants, condition restrictions, rights, reservations, easements and equitab servitudes set forth herein shall run with the land, shall binding upon all persons having or acquiring any right, tit or interest in the Property, or any portion thereof, the heirs, successors and assigns; shall inure to the benefit and burder, every -ortion r. 05 the prc;?e_pty 3rd any iratere therein; and shall inure to the benefit of, be binding up0 and may be enforced by Declarant, each Owner (as here defined) and their respective heirs, execctccs, administrator and successive owners and assigns. Article I DEFINITIONS Unless otherwise expressly provided, the followi words and phrases when used in this Declaration shall have t meanings hereinafter specified. 2557D:SHS 051789 0 0 1.01 Declarant. "Declarant" shall mean Carlsba Retail Associates, a joint venture comprised of JDCR Ltd Partnership, a Wisconsin limited partnership, and Frederick T Von der Ahe, dba The F.T. Von der Ahe Company, its successors and any Person to whom it shall have assigned any of its right hereunder by an express written assignment. 1.02 Declaration. "Declaration" shall mean th within Declaration and Reservation of Access and Reciproca Parking Easements for Parcel Map No. 764-A, as it may k amended from time to time as provided herein. 1.03 Improvements. "Improvements" shall mean a1 structures and appurtenances thereto of every type and kind including, but not limited to, buildings, walkways, sprinklc pipes, roads, driveways, parking areas, fences, screenir walls, block walls, retaining walls, stairs, landscapir hedges, windbreaks, plantings, planted trees and shrubs, pole and signs. 1.04 Mortqaqe. "Mortgage" shall mean any recordc mortgage or deed of trust or other hypothecation or conveyanc of a Parcel or other portion of the Property to secure tk performance of an obligation, which conveyance shall 1 reconveyed upon the completion of such performance. The tei "Deed of Trust" shall be synonymous with the term "Mortgage. It 1.05 Mortqaqee. "Mortgagee" shall mean a Person t whom a Mortgage is made and shall include the beneficiary of Deed of Trust. The term "Beneficiary" shall be synonymous wil the term "Mortgagee. I' 1.06 Owner. "Owner" shall mean the record ownei whether one or more Persons, of a fee simple interest in Parcel, including Declarant with respect to each Parcel own( by Declarant. The term "Owner" shall include a seller under i executory contract of sale but shall exclude Mortgagees. 2 or 3 of the Property as set forth on Exhibit "A" attach( hereto. 1.08 Permittees. Declarant, any other Owner I Person entitled to occupy on an exclusive basis any portion 1 a building within the Property, and their respective partner officers, directors, employees, agents, patrons, guest invitees, contractors, visitors, lessees, licensees a' representatives. 1.09 Person. "Person" shall mean a natur individual or any other entity with the legal right to ho title to real property. 1.10 Recordation. "Recordation" shall mean, wi respect to any document, the recordation or filing of su document in the Office of the §an Diego County, Californ Recorder. 1.11 Site Plan. "Site Plan" shall mean the si plan for the Property attached hereto as Exhibit "B" and made part hereof. designated on the "Site Plan" (Exhibit "B") as the "LO Driveway" . 1.07 Parcel. "Parcel" shall mean any of Parcels 1.12 Street. That portion of the Property which 2 e 0 Article I1 EASEMENTS 2.01 Creation of Easements to Benefit Owners Subject to all other provisions of this Declaration, Declaranl hereby establishes and reserves the following easements: (a) Access. For the benefit of the Owner: of Parcel 1 and Parcel 2, nonexclusive surface easements foi access, ingress and egress over the Street and adjacenl walkways located on Parcel 3 ("Access Easement Area"). Thc easement may be used by each such Owner and each such Owner'! Permittees for walkways, vehicular access and egress I and sucl other purposes as are reasonably necessary for the use an( enjoyment of such Owner's Parcel provided that such easement: shall only be exercisable over such portions of the Acces Easement Area whose construction or reconstruction (in th event of damage) has been completed. (b) Maintenance and Repair of Street. Th Owner of Parcel 3 shall promptly repair, restore, and clean a1 damaged, unsafe or unattractive portions of the sidewalk walkway and Street, including, but not limited to, thos portions of the sidewalk, walkway and Street containin potholes or broken glass. The sidewalk, walkway and Street o Parcel 3 shall be maintained by the owner of Parcel 3 in manner consistent with maintenance of sidewalks, walkways an streets on similar first class commercial/retail projects i north San Diego County. Such Owner shall have a nonexclusiv easement over Parcel 1 and Parcel 2 for access to facilitat such Owner's performance of its duties or exercise of it rights with respect to its maintenance obligations set forth i this Subparagraph (b) of Section 2-01, provided that (a) suc Owner's exercise of such easement shall not unreasonabl obstruct or restrict access to the Parcels, (b) adequat measures are taken to ensure the safety and convenience c Persons using the Parcels, (c) the Improvements on the Parcel are replaced or restored to their condition in which thc existed immediately prior to the exercise of such Owner' rights under such easements (except as duly maintained c repaired), (d) such Owner's exercise of its rights under suc easement does not unreasonably interfere with the use ar enjoyment of the Parcels by the Owners or their Permittees, ar (e) all governmental requirements applicable thereto ai satisfied. (c) Slope Area. The Owner of Parcel 2 sha: have a nonexclusive easement for slope maintenance and repa: over those portions of Parcel 3 improved with slopes i landscaping on the Slope Area shall be maintained at a lev( consistent with the detailed landscape and irrigation plz approved by the City. Such level of maintenance shall 1: consistent with slope maintenance on similar first cla: commercial/retail projects in north San Diego County and sha: include the frequent removal of weeds and deteriorating plan1 and trees. The Owner of Parcel 2 shall ensure that t automatic sprinkler system installed in all Slope Areas Parcel 2 and Parcel 3 is maintained in good operating order a repair with all leaks and stoppages promptly corrected. T Owner of Parcel 2 shall also have a nonexclusive easement ov Parcel 3 for access to facilitate such Owner's performance its duties or exercise of its rights with respect to i maintenance obligations set forth in this Subparagraph (c) this Section 2.01, provided that (a) such Owner ' s exercise such easement shall not unreasonably obstruct or restri access to the Parcels, (b) adequate measures are taken ensure the safety and convenience of Persons using the Parcel (c) the Improvements on the Parcels are replaced or restored their condition in which they existed immediately prior to t exercise of such Owner's rights under such easement (except described on the Site Plan (the "Slope Area"). A: 3 0 a duly maintained or repaired) and (d) such Owner's exercise o its rights under such easement does not unreasonably interfer with the use and enjoyment of the Parcels by the Owners o their Permittees. Parcels 2 and 3. Nonexclusive surface easements over th parking areas on Parcels 2 and 3 of the Property identified o the Site Plan within Parcels 2 and 3 as "Reciprocal Parkin Areas" for parking purposes provided that such parkin easements shall only be exercisable over those parking area whose construction or reconstruction (in the event of damage has been completed. If Parcel 2 of the Property is being use as a public library, and that said Public library may from tim to time hold special events, then the following specia restrictions shall apply: For special events on weeknights (Monday-Thursday) the Owner of Parcel 2 may, with three (3) days prior notice t the Owner of Parcel 3 or its designee, control up to a maximu of 350 parking stalls within Parcel 2 for the exclusive use o the Permittees of the Owner of Parcel 2. Such parking control may be operated between the hours of 6:OO p.m. and 8:OO p.n and shall be terminated immediately upon the scheduled star time of the event noticed above. No special parking control shall be allowed Friday, Saturday or Sunday. (e) Parking Easement Benefittinq Parcel 1 The Owner of Parcel 1 shall have a nonexclusive surfac easement for parking purposes over those striped parking spact located on Parcel 3 of the Property and designated on the Sit Plan as the "Post Off ice Parking Easement Area. " Such parkir easements shall only be effective if, when and as long as United States Post Office is being operated on Parcel 1 of tk Property, and only during the hours when such Post Office : open for business to the public. Such parking easements sha: only be exercisable over those parking areas whose constructic or reconstruction (in the event of damage) has been completed. (f) Drainaqe. Nonexclusive surface a1 underground easements for drainage from all Parcels in tl Property onto or into the drainage swales, storm drains ai sanitary sewers located in the Property and over the othc surface portions of the Property that are traversed by su( drainage as it flows into such drainage swales, storm draii and sanitary sewers. There shall be no interference with, ( modification of, the established drainage pattern over ai portion of the Property without the prior written consent ( all Owners. For the purposes hereof, "established drainac pattern" is defined as the drainage which exists at the time completion of the improvements as contemplated by the Site Pla Owner. Each Owner who by reason of such Owner's or i partners, officers, directors, employees, agents, contractor lessees, licensees and representatives; negligence or willf misconduct damages any portion of, or any Improvement o another Owner's Parcel shall be obligated to reimburse t other Owner for the cost of repairing or replacing any su damage or Improvement. 2.02 Improvements. Except for replacement of su Improvements as depicted on the Site Plan and subseque amendments of the Site Plan as approved by all Owners, who approvals shall not be unreasonably withheld, no Improvemen shall be constructed, installed or modified on any portion an Owner's Parcel in a manner that unreasonably interferes wi (i> the use and enjoyment of the easement areas on the Proper by the intended beneficiaries of the easements established this Declaration, or (ii) the use and enjoyment of each Parc by its Owner and such Owner's employees, agents, tenant (d) Reciprocal Parkinq Easements fo (9) Damaqe of the Easement Area by 4 0 0 guests and invitees, without the prior written consent of th other Owners. Furthermore, any Owner exercising any easement established or reserved hereunder for the benefit of such Owne shall indemnify the Owners of the other Parcels against any an all claims, losses, and expenses (including reasonabl attorneys' fees) arising directly or indirectly by reason o the exercise of the established or reserved easements over SUC other Parcels. 2.03 Failure of Responsible Party to Perfor Maintenance. If any Owner fails to perform the maintenanc required under Section 2.01 above on such defaulting Owner' Parcel, any other Owner (the "Objecting Owner") shall have th right, after thirty (30) days' written notice to the defaultin Owner, to enter upon the Parcel not being properly maintaine and to perform required maintenance on such Parcel and to k promptly reimbursed for all expenses incurred therein plus te percent (10%); provided, however, in the event the defaultin Owner commences to cure within said thirty (30) day period an diligently and continuously performs such maintenance as th defaulting Owner determines in its reasonable judgment i appropriate, but the Objecting Owner believes that furthe maintenance is required, the Objecting Owner, at its optior may request that the issue of whether the maintenance perform€ is satisfactory be arbitrated by and under the rules of tk American Arbitration Association which arbitration decisic shall be binding on the parties. 2.04 Maintenance by Owner of Its Parcel. Excel for those maintenance responsibilities set forth in Sectic 2.01 above, each Owner shall maintain its Parcel in i attractive condition consistent with the level and quality ( maintenance found in similar first class commercial/reta: projects in north San Diego County. If any Owner fails 1 perform the maintenance required hereunder, any other Ownc ("Objecting Owner") shall have the right, after thirty (3( days' written notice, to the defaulting Owner, to enter on1 the Parcel and perform required maintenance and to 1 reimbursed for all expenses incurred therein plus ten percei (10%)); provided, however, in the event defaulting Ownt commences to cure within said thirty (30) day period ai diligently and continuously performs such maintenance as tl defaulting Owner determines in its reasonable judgment : appropriate, and in the event the Objecting Owner believes thi further maintenance is required, the Objecting Owner, at if option, may request that the issue of whether the maintenanc performed is satisfactory be arbitrated by and under the rulc of the American Arbitration Association which arbitratic decision shall be binding on the parties. Article I11 GENERAL PROVISIONS 3.01 Riqhts of Mortqaqees. Notwithstanding a other provision of this Declaration, no amendment or violati of this Declaration shall operate to defeat or render inval the rights of a Beneficiary under any Deed of Trust upon a Parcel made in good faith and for value, provided that aft the foreclosure of any such Deed of Trust such Parcel sha remain subject to this Declaration, as the same may be amend from time to time. 3.02 Amendment, No amendments to this Declarati shall be permitted without the prior written consent of t Owner or Owners whose Parcels are affected by such amendment. 3.03 Easements Appurtenant, All easements reserv herein shall be appurtenant to and binding upon, and shall pa with title to, the Parcel for the benefit of which su easements were reserved. 5 0 0 any remaining provisions of this Declaration. All of SUC remaining provisions shall remain in full force and effect. identification purposes only. This Declaration is dated , 1989, fc CARLSBAD RETAIL ASSOCIATES, a joint venture By: JDCR Ltd. Partnership, a Wisconsin limited partnership, joint venture partner By: Johnson Wax Properties, Inc., a California corporation, general partner By: Eugene A. Spindler, Vice President By: Frederick T. Von der Ahe, dba The F.T. Von der Ahe Company, joint venture partner 6 0 0 STATE OF CALIFORNIA 1 COUNTY OF 1 ) ss: On , 1989, before me, the undersigned a Notary Public in and for said State, personally appeare EUGENE A. SPINDLER, personally known to me or proved to me o the basis of satisfactory evidence to be the person tha executed the within instrument as Vice President of Johnson Wa Properties, Inc., a California corporation, the corporatio that executed the within instrument as the general partner o JDCR Ltd. Partnership, a Wisconsin limited partnership, th partnership that executed the within instrument as a join venture partner of Carlsbad Retail Associates, a joint venture and acknowledged to me that such corporation executed the sar as such partner pursuant to its bylaws or a resolution of it board of directors and that such partnership executed the sar both for itself and as a joint venture partner of said join venture and that such joint venture executed the same. WITNESS my hand and official seal. Notary Public in and for said Stat [Seal 1 STATE OF CALIFORNIA 1 COUNTY OF 1 ) ss: On , 1989, before me, the undersignec a Notary Public in and for said State, personally appear( Frederick T. Von der Ahe, personally known to me or proved t me on the basis of satisfactory evidence to be the person thz executed the within instrument as a joint venture partner c Carlsbad Retail Associates, a joint venture, and acknowledgc to me that he executed the same both individually and as joint venture partner of such joint venture and that such joir venture executed the same. WITNESS my hand and official seal. Notary Public in and for said Stai [Seal 1 7 0 0 SUBORDINATION The undersigned, as Beneficiary of the beneficia interest in and under that certain Deed of Trus on I 19 , as Instrument No. in Official Records of the San Diego Country Recorder (th "Deed of Trust"), which Deed of Trust is by an Between I a Trustor, #a corporation as Beneficiary, hereby expressly subordinates said Deed o Trust and its beneficial interest thereunder to the foregoin Declaration and Reservation of Access and Reciprocal Parkin Easements. dated I 19 I and r eco r de Dated: I 19 ' a corporation By: Its: By: Its: STATE OF CALIFORNIA ) COUNTY OF ; ss' On I 19 , before me, th undersigned, a Notary Public in and for said State, personal1 appeared and personally known to me or proved to me on the basis c satisfactory evidence to be the persons who executed the withi instrument as and the corporation therein named and acknowledged to me that SUC corporation executed the within instrument pursuant to it bylaws or a resolution of its board of directors. respectively, or on behalf C WITNESS my hand and official seal. 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