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HomeMy WebLinkAbout2002-02-05; City Council; 16537; Prepayment Agmt w/ Real Estate Collateral Mgmt Co.AB# 1b,537 MTG. 02/05/02 DEPT. FIN CITY OF CARLSBAD - AGENDA BILL TITLE: . . . ”. AUTHORIZE A PREPAYMENT AGREEMENT BETWEEN CITY OF CARLSBAD AND REAL ESTATE COLLATERAL MANAGEMENT COMPANY FOR CT 99-04 “LA COSTA OAKS AND RIDGE” DEPT HD. CITY MGR RECOMMENDED ACTION: Adopt Resolution No. JWJ-orlq authorizing the Mayor to execute a prepayment agreement between the City of Carlsbad and Real Estate Collateral Management Company for CT 99- 04. ITEM EXPLANATION: One of Council’s strategic goals is to provide and maintain a multi-modal transportation system that moves goods, services, and people throughout Carlsbad in a safe and efficient manner. This is reflected in the Growth Management Plan which requires each zone within the City to complete a Local Facilities Management Plan identifying how the zone will furnish the necessary public facilities to serve its needs. For a number of years, staff has worked with property owners in Local Facilities Management Zones 11, 12 and a small portion of 6, to form a Community Facilities District (CFD) to finance the construction of Rancho Santa Fe Road and Olivenhain Road improvements, as required by the Local Facilities Management Plan for these zones. This CFD (known as CFD No. 2) was intended to provide the property owners and the City with a feasible financing tool that could guarantee that funds would be available for the construction of the roads, when needed. The delays in the formation of the CFD proved to be a major problem for some of the property owners in the area who had met all of the non- circulation conditions placed on their maps. Beginning in late 1993, Council began allowing property owners to prepay their obligation under CFD No. 2 in exchange for an agreement. This agreement provides the City with: (1) the support of the property owner in the formation of CFD No. 2; and (2) funds to begin work on the most critical portions of the circulation plans. Thirteen agreements have been approved by Council since 1993. They have paid their fair share amount, which has allowed the design and construction of the road improvements to commence. Three major road segments are to be financed through funds generated by CFD No. 2. These include: Olivenhain Road from Amargosa Drive to El Camino Real, which is complete; Rancho Santa Fe Road from Olivenhain Road south into Encinitas, which is under construction by the developer of the Shelley property; and Rancho Santa Fe Road from La Costa Avenue to Melrose Drive, which is scheduled to start construction in the near future. This agenda bill is requesting approval for the La Costa Oaks and La Costa Ridge projects to prepay their CFD No. 2 obligation. The project is located in Zone 11 as shown on the attached location map. The prepayment agreement is with Real Estate Collateral Management Company and is for construction of 1,078 single-family homes and 274 rnulti- family units. This agreement would allow the project to proceed through the approval I Page 2 of Agenda Bill # 16,537 process by providing a means for meeting circulation system financing requirements found in Council Resolution No. 2001-31 8. The agreement allows the developer to pay a fixed fee for each unit included in the site development plan, thereby meeting the obligation of those parcels to participate in the funding of the Zone 11 circulation system. Previous agreements authorized by Council made two significant findings. First, that the prepayment of the property owner’s fair share represents an adequate financing guarantee under the Growth Management Program. This finding is based on the special case assumption that a CFD is in the formation process, and it is the CFD which actually provides the financing guarantee. The second finding was that the projects did not create a major impact on the existing circulation facilities. For this project, the first finding will remain the same. However, since the construction of the road is a condition of the master plan, the second finding is that map conditions are sufficient to insure that the road is constructed concurrent with the development. ENVIRONMENTAL REVIEW: On October 23, 2001 the City Council certified EIR 98-07 for the Villages of La Costa project in addition to approving Candidate Findings of Fact, a Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program. FISCAL IMPACT: The funding of the Rancho Santa Fe and Olivenhain Road projects has been a major concern for the City and the properly owners for many years. The total project costs are projected to total over $40 million and affects the development of about 2,400 acres of land in southeast Carlsbad. Payment for the project will come from prepayments of, and taxes collected under, CFD No. 2 as well as a contribution of $6 million from CFD No. 1. The La Costa projects will contribute approximately $12,734,600 to the CFD No. 2 fund to pay their fair share of the project costs, which are estimated at $10,250 per Equivalent Dwelling Unit. The calculation of the fee amount is on the last page of the Agreement. EXHIBITS: 1. Resolution No. dcoa-oq? authorizing the Mayor to execute a prepayment agreement between the City of Carlsbad and Real Estate Collateral Management Company for CT 99-04. 2. Petition, Waiver, and Consent to Creation of a Community Facilities District and Agreement to Pay Fair Share. 3. Location map. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION N0.2002-044 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE A PREPAYMENT AGREEMENT BETWEEN THE CITY OF CARLSBAD AND REAL ESTATE COLLATERAL MANAGEMENT COMPANY FOR CT 99-04 WHEREAS, the City of Carlsbad City Council has required that the funding of Rancho Santa Fe Road and Olivenhain Road (Project) must be guaranteed before any development takes place in the area bounded by Local Facilities Management Zones 11 and 12, and portions of Zone 6; and WHEREAS, the Council has directed City staff to proceed with the formation of a Community Facilities District (CFD No. 2) to finance the Project; and WHEREAS, although the Council anticipates that CFD No. 2 will be formed in the future, the Council is willing to consider alternative financing proposals during the period from the present to the formation date of CFD No. 2; and WHEREAS, the Council finds that the guarantee provisions related to the Project may be met through an interim financing program using an agreement between certain property owners and the City whereby the property owner agrees to prepay hislher fair share of costs associated with the Project; and WHEREAS, Real Estate Management Collateral Management Company intends to build approximately 1,078 single-family homes and 274 multi-family units in Local Facilities Management Zone 11 known as La Costa Oaks and La Costa Ridge identified as CT 99-04, and WHEREAS, the City Engineer has determined that, since construction of the road is a condition of the master plan, map conditions are sufficient to insure that the road is constructed concurrent with the development; and, Ill EXHIBIT 1 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the Council finds that as Rancho La Costa Village, LLC may enter info the attached Agreement to Pay Fair Share in satisfaction of their obligation under the Project financing conditions. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the Mayor is hereby authorized to enter into the attached agreement entitled “Petition, Waiver and Consent to Creation of a Community Facilities District and Agreement to Pay Fair Share” between the City of Carlsbad and Real Estate Collateral Management Company. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 5th day of FEBRUARY , 2002 by the following vote, to wit: AYES: Council Members Lewis, Kulchin, FiMih, Nygaard,,,.Hall NOES: None ABSENT: None ATTEST: M. WOOD, City Clerk RECORDING REQUESTED BY.AND WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 DOC # 2002-0164835 FEB 27s 2002 1-03 PM Smce Above This Line for Recorder's Use [ There are numerous parcel numbers comprising this property I PETITION, WAIVER AND CONSENT TO CREATION OF A COMMUNITY FACILITIES DISTRICT AND AGREEMENT TO PAY FAIR SHARE ("AGREEMENT") WHEREAS, the undersigned Property Owner at this time is processing for development with the City of Carlsbad (hereinafter referred to as "City") a development project known and identified as Master Tentative Map CT 99-04 (hereinafter referred to as the "Project"); and, WHEREAS, the legal description for the Project is shown on Exhibits "A-I" and "A-2" attached hereto and incorporated herein by reference; and, WHEREAS, City has determined this Project is located within the boundaries of a proposed Community Facilities District known as Community Facilities District 1 Y1R I/. C?? REV 02-1 2-97 5 No. 2 - Rancho Santa Fe and Olivenhain Road (hereinafter referred to as "District" or "CFD #2"); and, WHEREAS, the District is intended to be formed to finance those improvements generally described in Section 1 herein and, WHEREAS, Property Owner desires to proceed with processing prior to the formation of District; and, WHEREAS, Condition No. 10 of Planning Commission Resolution No. 5020, recommending approval of Master Tentative Map CT99-04 for the Villages of La Costa, requires that the Property Owner comply with the Mitigation, Monitoring and Reporting Program by providing for or participating in the construction of certain public improvements including sections of Rancho Santa Fe Road; and, WHEREAS, the compliance with tentative map conditions is a condition of approval for the final map for the Project; and, WHEREAS, the City and Property Owner desire to agree to an alternative method of financing the improvements described in Section 1 herein that will allow Property Owner to discharge its fair share obligation for said improvements in lieu of, or in anticipation of, participation in District; and, WHEREAS, the City Council agrees that Property Owner, upon.entering into this Agreement and upon payment of the fair share described herein, has met the requirement set forth in the Villages of La Costa Mitigation, Monitoring and Reporting Program Mitigation Measure 4.7-5, adopted pursuant to Condition #10 of Planning Commission Resolution No. 5020, and as referenced in City Council Resolution 2001 -31 8, to provide a financial guarantee for the construction of those improvements described in Section 1 below; and, 2 REV 02-1 2-97 I :ji WHEREAS. Property Owner voluntarily enters into this Agreement with respect to the Project; and, WHEREAS, the City Council has determined that map conditions are sufficient to insure that the road is constructed concurrent with the development and that development of the Project can proceed with sufficient financial guarantees for future construction of Property Owner's fair share of the circulation improvements; NOW, THEREFORE, in consideration of proceeding with the processing of the Project, the undersigned Property Owner and City hereby agree and certify to the following: 1. Property Owner hereby petitions the City for the initiation of the proceedings for the formation of District which will cause the construction and installation and/or financing of the following improvements (hereinafter referred to as "Improvements") which are generally described as follows: a) Rancho Santa Fe Road North Phase 1 (RSF No.1) La Costa Avenue to east of Mahr Reservoir. b) Olivenhain Road Widening, and intersection improvements at Olivenhain and El Camino Real. c) Rancho Santa Fe Road North Phase 2 (RSF No. 2) Phase 1 End to Melrose Drive. d) Rancho Santa Fe Road South (RSF So.) (Assumes Secondary Arterial Standard - Encinitas City Boundary to Olivenhain Road Full Improvements. 3 REV 02-1 2-97 .! c I 2. The cost of construction, engineering, environmental mitigations, legal and other incidental expenses as set forth in the Improvements Budget will be funded by the District. 3. Property Owner acknowledges its right to notice of and participation in all phases of formation under the "Mello-Roos Community Facilities Act of 1982," expressly waives the proceedings required and all limitations contained in Title 5, Division 2, Chapter 2.5 .of the California Government Code and, nonetheless, with full knowledge of such rights, completely and forever waives such rights. Specifically, Property Owner hereby consents to the proceedings and waives any right to protest the formation of the District and the ordering of the improvements under applicable California statutes and consent to and support formation of said District with respect to the Project. The City shall exclude the Project from the District boundary map if, prior to the adoption of a Resolution of Intention by the City Council to form said District, Property Owner has entered into this Agreement and has paid to the City all amounts due as'described herein. 4. a) Property Owner agrees to pay to City, or provide, its fair share for the Improvements described in Section 1. b) Said payment, or provision, shall be made in the manner described in Exhibit "B", Rate and Method for Determining Fair Share Obligation Rancho Santa Fe and Olivenhain Road, which is incorporated herein by reference. c) The amount of Property Owner's fair share will be conclusively determined by the City Council in the manner described in Exhibit "B" attached hereto and incorporated herein by reference. d) Payment by Property Owner of its fair share of improvement costs as determined by City Council and set forth herein will satisfy its obligation for 4 REV 02-1 2-97 the construction of the Improvements described in Section 1, as required by the Villages of La Costa Mitigation, Monitoring and Reporting Program Mitigation Measure 4.7-5 adopted pursuant to Condition #10 of Planning Commission Resolution No. 5020 and City Council 'Resolution 2001-31 8 subject to adjustment as described in Section 9 herein. e) Alternatively, if the District is formed and the Project is included within it, Property Owner's obligation to pay its fair share pursuant to the Agreement shall be satisfied upon payment of all taxes imposed, established and payable to said District. 5. Property Owner acknowledges that this Agreement to pay its fair share and participate in the financing of improvements is voluntary and that without this Agreement, Property Owner would be precluded from obtaining final map approvals or building and other development permits under the provisions of the General Plan, Chapter 21.90 of the Carlsbad Municipal Code, applicable local facilities zone plan(s), financing plans and related documents until a satisfactory financing program has been developed to fund the construction of the Improvements described in Section 1. 6. Property Owner hereby waives its right to challenge the amount, establishment or imposition of said fair share and further waive any rights to pay said fair share under protest. 7. This Agreement does not affect, in any way whatsoever, the obligation of Property Owner to pay any other fees or assessments associated with Property Owner's development and/or to post improvement bonds as required by the City Engineer. Nor does this Agreement relieve Property Owner from providing other public facilities required under conditions placed upon Master Tentative Map CT99- 04 by the City. 5 REV 02-1 2-97 7 8. Property Owner agrees that payment of its fair share is not a fee and waives any and all rights to notice of or challenges to the establishment or imposition of said fair share as a fee under provisions of Government Code Section 66000 et seq., or any successor or related statutes. 9. a) If the District is formed subsequent to the payment by Property Owner of the fair share pursuant to this Agreement, Property Owner's financial obligation shall be recalculated using the taxing formula established for the District for the Improvements described in Paragraph 1, If that obligation is lower than the amount previously paid or provided by Property Owner to City, City shall refund any excess, in the manner described below. b) Any refund shall be made from funds available within District upon District formation and shall not be an obligation of City's General fund or other revenue sources. c) In the event that sufficient funds are not available from District's resources, Property Owner shall be reimbursed, as determined by the City Council, through the payment of one-time taxes or annual undeveloped land taxes to the District. The City is not required to establish an undeveloped land tax within the District to provide such refund. d) No reimbursement is required until the City Council determines that sufficient funds are available. Any refund to Property Owner shall not include interest. e) Any payment received by the City under this Agreement shall be deposited in a special interest bearing fund and may only be used to fund the construction of the facilities described herein. Upon the formation of a CFD to fund 6 REV 02-1 2-97 I io these same Improvements, any amount remaining in the special fund may be transferred to the CFD fund, at the discretion of the Finance Director. 10. Upon completion of the Improvements, and recording of the Notice of Completion for the final phase of the Improvements, the City Engineer shall determine the total cost of all phases of the Improvements and all related work (Costs), and the Finance Director shall determine the total amount of revenue including fees, taxes, interest earned on funds restricted to use only on the Improvements, and other sources of funds received by the City dedicated to paying for the construction of the Improvements (Revenues). The Finance Director shall then compare the amount of Costs and Revenues to determine if there are any excess Revenues as described below. If excess Revenues of more than $100.000 exist, the Finance Director shall provide refunds to all eligible parties of all excess Revenues in an amount and in the manner described below. If excess Revenues are equal to, or less than $1 00,000, the City shall retain these funds in a special fund to be used to finance street repair, maintenance, and landscaping within the Improvements. a) The total amount of excess Revenues shall be determined by deducting the amount of the project Costs from the available Revenues. Total project Costs shall include all costs to plan, design, construct, mitigate environmental impacts, inspect, and otherwise complete the project to the satisfaction of the City Engineer, including applicable charges for City staff services. Total Revenues shall include all monies held by the City dedicated exclusively to the construction of the Improvements including any fee revenues earmarked for the Project, CFD #2 taxes, applicable CFD # 1 taxes, grants, and interest earned on restricted funds as determined by the Finance Director. b) The amount of the refund due to any party shall be based on the proportion of that party's payments under this Agreement based on its' proportional 7 REV 02-1 2-97 share of Equivalent Dwelling Units (EDUs) constructed or to be constructed by that party, weighted as described in Exhibit 6, divided by the total number of EDUs constructed or to be constructed within, and participating in CFD #2, and/or CFD #2 agreements to prepay taxes. The amount of the refund shall be determined by multiplying the proportional share computed above by the total amount of excess revenues. c) In order to share in the refund of any portion of the excess Revenues, the eligible party must request to be included in the distribution of funds. Such request must be made within 90 days after the City Council's acceptance of the Notice of Completion for the final phase of the Improvements. Each request must be accompanied by documents clearly indicating entitlement to the refund unless the request is being made by the party who originally paid the. taxes to the City under a prepayment Agreement or to CFD #2. d) The Finance Director shall compute the amount of the refund due each party as described above. Funds may be disbursed to the eligible parties following Council approval of such refunds.' e) If the City does not receive requests for refund from all eligible parties within the specified period, and all funds cannot be disbursed as provided by this section, any remaining funds shall be held in a special fund to be used to support road and roadway maintenance in and around the Improvements area, as determined to be necessary by the City Engineer, and approved by the City Council. f) As a courtesy to all interested parties, the City will maintain a file of those individuals or companies entitled to a refund, and will mail notices of refund availability to the names and addresses in this file following the City Council's acceptance of the final Notice of Completion. It is the eligible party's responsibility to notify the City if the right to any refunds under this section is assigned to another 8 REV 02-1 2-97 party, or if there is a change in name or address for the eligible party. The City takes no responsibility for the accuracy of the information included in this file, and is under no obligation to locate persons or entities that are entitled to refunds. Failure to notify any party of the availability of excess Revenues shall not obligate the City in any way to extend or modify the above refund procedures. 11. Compliance with this Agreement will be accepted by City as an alternate to the method described in the current Local Facilities Management Plan for local facilities Management Zones 6, 11 and 12 for financing the Improvements described in Paragraph 1. This Agreement does not require City to issue building permits or other development permits or grant approvals or relieve Property Owner of the obligation to comply with all applicable provisions of law, including but not limited to Carlsbad Municipal Code Titles 18, 19, 20 and 2 1, 12. Compliance with the provisions of this Agreement is a condition of all future discretionary approval for the Improvements. If Property Owner does not comply with the provisions of this Agreement, approval of the Project will not be consistent with the General Plan, the Growth Management Program, and the Local Facilities Management Plan, and all subsequent discretionary approvals and permits for the Project may be withheld by City. 13. In addition, the City will not approve any pending final maps, issue grading, building or other development permits, or take any discretionary action until the Property Owner has complied with the terms of this Agreement due to be satisfied at the time such approval is required. 14. The City may, at its discretion, elect to pursue any remedy, legal or equitable, against Property Owner and Property Owner's successors, heirs, assigns, and transferees of the Project to secure compliance with this Agreement. 9 REV 0.2-1 2-97 15. City shall not, nor shall any officer or employee of City, be liable or responsible for any loss or damage incurred by Property Owner or any successor or assign of Property Owner, or by any occupant in Property Owner's buildings, as a result of the exercise of any remedies provided to City in this Agreement. Property Owner agrees to indemnify City for any liabilities incurred by City as a result of City's exercise of these remedies. 16. This Agreement and the covenants contained herein shall be binding upon and inure to the benefit of the successors, heirs, assigns, and transferees of Property Owner with respect to the Project only, and City, and shall run with the Project and create an equitable servitude upon the Project. 17. All notices provided for under this Agreement shall be in writing and shall be delivered in person or served by certified mail postage prepaid. Delivery of . notice to Property Owner shall be presumed to have been made on the date of mailing regardless of receipt by Property Owner. Notices required to be given to Property Owner shall be addressed as follows: Real Estate Collateral Management Company c/o Morrow Development ATTN: Fred Arbuckle 1903 Wright Place Suite 180 Carlsbad, CA 92008 Notices to the City shall be delivered to: Finance Director City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Each party shall notify the other immediately of any change that would require 'any notice delivered hereunder to be directed to another party. 10 REV 02-1 2-97 18. This Agreement shall be recorded but shall not create a lien or security interest in the property. 19. The undersigned Property Owner further states, under penalty of perjury, that it is Owner of the property as described herein on Exhibits "A-1" and "A-2". or an authorized agent of the Owner, and has the authority to execute this document, including the binding authorizations herein. Executed this 7rh day of F&%LUh&Y , 2002. *OWNER: REAL ESTATE COLLATERAL CITY OF G~RLSBAD. a MU MANAGEMENT COMPANY, a Delaware Corporation By: &e (sign here) (title and organization of signatory) J By: (sign here) (print name) (title and organization of signatory) 11 REV 02-1 2-97 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation mUSt attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney An- City Attorney 12 i! CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT } ss. 1 on .\hnn~Qr7 16. &obbeforeme, D/Gnu E. #Ofl~hO,dOh~~6?' ."- &I 8 osle Nmm md me 01 mm ID 'J , "Jsns bop. NOIW Pull=$ 8 personally appeared y(3 4- WO & [ Namlri m S#gnorll, %ersonally known to me 0 proved to me on the basis 01 satisfactory evidence to be the person@) whose name@) islare acknowledged to me that helshelthey executed subscribed to the within instrument and the same in hislherltheir authorized capacity(ies), and that by hislherltheir the entity upon behalf of which the person(s) signature(s) on the instrument the person(s). or 6 ted. executed the instrument. OPTIONAL fraudulent removal and reanachment 01 lhd lorn IO another document. Though the mlormaho~ below IS not requmd by law. ;I may prove valuable Io persons rely;ng on the documenl and could pieYEnl Description of Attached Document Title or Type of Document: Document Date: Number 01 Pages: Signer(s) Other Than Named Above: 4 Capacity(ies) Claimed by Signer b !h $1 Signer's Name: 5 Individual G Corporate Officer - litle(s): 3 Partner - T Limited 0 General C Attorney-in-Fact C Trustee 5 Guardian or Conservator i3 Other: Signer Is Representing: ~~~~-~~~~~~"------"---"-"-"---".--~"-"--------"-------.-"-""~,~~~~~~ :4 e ,999 Nalinal NOWry AissDc,a,lO". 91% us solo A"* PO 81.2402. cna,ixonn CA 91313.2402. xw "ai#onamolm, OI Plod NO 1901 R.",d*l CSil TO,? Free I 800.876~6821 LEGAL DESCRIPTION EXHIBIT A-I EXHIBIT A-2 (see following pages) (remainder of this page intentionally left blank) EXHIBIT A-I Page 1 OrderNo. 13066271 La Costa Rid e DESCRIFTIO~ THOSE PARCELS OF LAND SHOWN AND DELINEATED ON THE COUNTY OF SAN DIEGO ASSESSOR'S MAP BEING 223-050-43, 223-050-49 AND 223-010-31 AN3 LYING WITHIN THE FOLLOWING DESCRIBED PROPERTY: .- PARCEL BB: THAT PORTION OF THE WEST HALF OF SECTION 32; AND NORTH HRLF OF SECTION 31; AND THE SOUTHWEST QUARTER OF THE SOUTHWZST QUARTER OF SECTION 30, ALL BEING IN TOWNSHIP 12 SOUTH, RANGE 3 WEST; TOGETHER WITH THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, IN TOWNSHIP 12 SOUTH, RANGE 4 WEST, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID WEST HALF; THENCE SOUTH 89'53'42" EAST ALONG THE NORTH LINE OF SAID WEST HALF, 2689.53 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH OOO36'38" WEST ALONG THE EAST LINE OF SAID WEST HALF, 3120.35 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF A 200.00 FOOT SAN DIEGO GAS AND ELECTRIC EASEMENT, RECORDED APRIL 19, 1954 IN BOOK 5208, PAGE AND ALONG SAID EASEMENT LINE, NORTH 64O13'23" WEST, 2226.43 FEET; THENCE SOUTH 399 OF OFFICIAL RECORDS OF SAID SAN DIEGO COm; THENCE LEAVING SAID EAST LINE 72°08'00" WEST, 65.20 FEET TO A POINT ON A LINE, SAID BEING 45.00 FEET RIGHT OF WAY LINE OF A 200.00 FOOT SAN DIEGO GAS AND ELECTRIC COMPANY EASE=; SOUTHWESTERLY MEASURED AT RIGHT ANGLES AND PARALLEL WITH SAID SOUTHWESTERLY THENCE NORTH 64OJ.3'23" WEST ALONG SAID PARALLEL LINE, 1583.36 FEET TO A POINT ON THE SO-TERLY BOUNDARY LINE OF LA COSTA VALE UNIT NO. 3, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF No. 7950, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 3, NORTHEAST CORNER OF SAID MAP NO. 7950; THENCE NORTH 64O13'23" WEST ALONG THE 1974; THENCE NORTH 31°00'00" EAST ALONG SAID BOUNDARY LINE, 45.19 FEET TO THE NORTHEASTERLY BOUNDARY LINE OF SAID MAP NO. 7950, A DISTANCE OF 1326.91 FEET; THENCE SOUTH 43°30'00" WEST 477.50 FEET TO THE BEGINNING OF A NON-TANGENT 1720.00 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS ANGLE OF 02O50' 00" A DISTANCE OF 85.06 FEET; THENCE TANGENT TO SAID CURVE NORTH SOUTH 43°30'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL 43'40' WEST 445.15 FEET TO THE BEGINNING OF A TANGENT 455.00 FOOT RADIUS CONCAVE SOUTHERLY; THENCE NORTHWESTERLY, WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 96°50'00" A DISTANCE OF 768.99 FEET; THENCE TANGENT TO SAID CURVE SOUTH 39°30'00" WEST 153.51 FEET TO THE BEGINNING OF A ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08059'38" A DISTANCE OF 122.44 FEET THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING OT MAP TO A POINT ON THE NORTHERLY BOUNDARY OF CARLSBAD TmCT NO. 72-20, UNIT NO. 2, IN THEREOF No. 7779, FILED IN THE OFFICE OF THE COWY RECORDER OF SAN DIEGO COW, OCTOBER 26, 1973; THENCE LEAVING SAID MAP NO. 7950 AND ALONG THE BOUNDARY OF SAID MAP NO. 7779, NON-TANGENT TO SAID CURVE NORTH 71°00'00" WEST 269.16 FEET; THENCE NORTH 44°00'00' WEST 965.00 FEET; THENCE NORTH 71O13'23" WEST 276.62 FEET; THENCE SOUTH 77O46'50" WEST 290.25 FEET; THENCE NORTH 59'50'00'' WEST 121.23 FEET; THENCE SOUTH 83°40'00" WEST 114.59 FEET; THENCE SOUTH 14"40'00" WEST 230.00 FEET; THENCE SOUTH 28°20'30" WEST 436.00 FEET; THENCE SOUTH 18O27'30" EAST 218.11 FEET; THENCE SOUTH 25003'28'' WEST 165.00 FEET; THENCE NORTH 64'56'32'' WEST 300.00 FEET; THENCE SOUTH 00°24"13" WEST 110.03 FEET TO THE INTERSECTION WITH THE SOUTHWESTERLY LINE OF THAT CERTAIN 100.00 FOOT EASEMENT-TO SAN DIEGO GAS AND ELECTRIC COMPANY, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY. APRIL 19, 1954 IN BOOK 5208, PAGE 403 OF OFFICIAL RECORDS; THENCE TANGENT 780.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE SOUTHWESTERLY EXHIBIT A-I Page 2 OrderNo. 13066271 DESCRIPTION OF SAID EASEMENT NORTH 64"56'32" WEST TO THE MOST SOUTHERLY CORNER OF CARLSBAD LEAVING SAID BOUNDARY OF SAID MAP NO. 7779 AND ALONG THE SOUTHWESTERLY BOUNDARY DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 8302, FILED IN THE TRACT NO. 75-4 (LA COSTA ESTATES NORTH) , IN THE CITY OF CARLSBAD, COUNTY OF SAN OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 5, 1976; THENCE LEAVING SAID EASEMENT ALONG THE EASTERLY BOUNDARY THEREOF NORTH 25O03' 28" EAST 100.00 FEET; THENCE NORTH 03'02'10'' WEST 495.00 FEET; THENCE NORTH 20°25'10" EAST 280.00 FEET; THENCE NORTH 05'30'00'' WEST 130.00 FEET; THENCE NORTH 36°55'10" EAST 345.00 FEET; THENCE NORTH 52°15'00" EAST 160.00 FEET TO A POINT IN THE BOUNDARY OF PARCEL MAP NO. 10179, IN THE CITY OF CARLSBAD, COUNTY SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE OF MAP NO. 8302 AND ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL MAP NO. 10179, 27, 1980 AS FILE NO. 80-204502 OF OFFICIAL RECORDS; THENCE LEAVING SAID BOUNDARY SOUTH 26"58'00" EAST 346.13 FEET; THENCE NORTH 89*43'11" EAST 880.46 FEET; THENCE SOUTH 42°13'10" EAST 281.25 FEET; THENCE SOUTH 49O46'54" EAST 170.00 FEET; THENCE NORTH 89O58'20" EAST 145.00 FEET; THENCE NORTH 34O29'10" EAST 309.50 FEET; THENCE SOUTH 42°42'30" EAST 530.00 FEET; THENCE NORTH 66O24"35" EAST 174.50 FEET; THENCE SOUTH 74O00'21" EAST 145.50 FEET; THENCE NORTH 41°27'00" EAST 113.50 FEET; THENCE SOUTH 85O44'40" EAST 271.00 FEET; THENCE NORTH 31°57'15" EAST 330.00 FEET; THENCE NORTH 47O25'05" EAST 129.10 FEET TO THE INTERSECTION WITH THE NORTHERLY LINE OF SAID SECTION 31; THENCE ALONG THE NORTHERLY BOUNDARY THEREOF NORTH 89O43'11" EAST 2607.74 FEET TO THE TRUE POINT OF BEGINNING. TOGETHER WITH THAT PORTION OF SECTION 25 TOWNSHIP 12 SOUTH RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF LYING SOUTHEASTERLY OF THE SOWTHEASTERLY BOUNDARY OF SAID MAP NO. 8302. EXCEPTING THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 12 SOUTH, WGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY AS FOLLOWS: OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT "HEREOF, DESCRIBED COMMENCING AT THE NORTHEAST CORNER OF SAID NORTHWEST QUARTER OF SECTION 32; THENCE ALONG THE EASTERLY LINE OF SAID NORTHWEST QUARTER, SOUTH 0°36'31" WEST, WEST, 456.37 FEET; THENCE NORTH 76OI.2'27" WEST 230.37 FEET TO THE TRUE POINT OF 950.65 FEET; THENCE SOUTH 31'28'50" WEST 341.61 FEET; THENCE SOUTH 58O42'49" BEGINNING; THENCE NORTH OO36'31" EAST, 77.00 FEET; THENCE NORTH 89'23'29" WEST, 350.00 FEET; THENCE SOUTH OO36'31" WEST, 265.00 FEET; THENCE SOUTH 46'28'07" EAST, 68.28 FEET; THENCE SOUTH 55O28'26" EAST 34.95 FEET; THENCE SOUTH 67°10'26" EAST, 76.69 FEET; THENCE SOUTH 89O23'29" EAST, 110.00 FEET; THENCE NORTH TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE, NORTH OO36'31" EAST, 263.00 FEET 78O04'47" EAST, 92.20 FEET TO A LINE WHICH BEARS SOUTH 0'36'31'' WEST FROM THE TO THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION OF THE NORTHERLY HALF OF SECTION 32, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS : LINE THEREOF SOUTH 89O53'42" EAST 496.36 FEET; THENCE LEAVING SAID NORTH LINE COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 32; THENCE ALONG THE NORTH SOUTH O0O6'18" WEST, 210.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 89'53'42'' EAST, 237.57 FEET TO THE BEGINNING OF A 470 FOOT RADIUS CURVE, CONCAVE OF 36'03'42'' A DISTANCE OF 295.82 FEET; THENCE TANGENT TO SAID CURVE SOUTH SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE EXHIBIT A-I Page 3 DESCRIPTION OrderNo. 13066271 SOW 63042'00" EAST, 424.18 FEET; THENCE SOUTH 76°40'00" EAST, 288.30 FEET; 53050'00" EAST, 386.84 FEET; THENCE SOUTH 35'24'00'' WEST, 30.75 FEET; THENCE THENCE SOUTH OOoOO'OO' WEST, 81.00 FEET; THENCE SOUTH 72O49'00" WEST, 288.60 FEET; THENCE NORTH 89O32'30" WEST, 628.00 FEET; THENCE SOUTH 87°08'00" WEST, EAST, 166.20 FEET; THENCE NORTH 20°05'30" EAST; 530.37 FEET TO THE TRUE POINT OF 618.80 FEET; THENCE NORTH 47'36'00" WEST, 187.00 FEET; THENCE NORTH 2O56'00" BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION OF SECTION 31, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF PARCEL 3 OF PARCEL MAP NO. 10179 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, STATE OF CALIFORNIA, BEING THE SOUTHEAST CORPORATION OF SECTION 30 AS SHOWN ON SAID PARCEL MAP; THENCE SOUTH 83O43'11" WEST ALONG THE SOUTHERLY LINE OF SAID PARCEL 3, A DISTANCE No. 454, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID SAN DIEGO COUNTY; OF 48.19 FEET TO A POINT ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF ROAD SURVEY THENCE LEAVING SAID SOUTHERLY LINE AND ALONG SAID RIGHT OF WAY LINE SOUTH 31O32'16" WEST 247.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID RIGHT OF WAY LINE NORTH 89'43'11" EAST, 145.34 FEET TO A POINT ON THE NORTHWESTERLY RIGHT OF WAY LINE OF PROPOSED RANCHO SANTA FE DRIVE; THENCE ALONG SAID NORTHWESTERLY RIGHT OF WAY SOUTH 12O22.42" WEST, 22.51 FEET TO THE BEGINNING OF A TANGENT 1137 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE SOIITHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7'1'27" A DISTANCE OF WEST, 172.47 FEET TO A POINT ON SAID SOUTHWESTERLY RIGHT OF WAY LINE; THENCE 144.68 FEET; THENCE LEAVING SAID NORTHWESTERLY RIGHT OF WAY LINE NORTH 69°00'00" NORTH 31O32'16" EAST, 115.50 FEET TO THE TRUE POINT OF BEGINNING. AFFECTS PARCEL NOS. 223-050-43, 223-050-49, 223-010-31 NOTE: THIS PARCEL IS DESCRIBED IN A MANNER NOT NORMALLY USED BY TITLE INSURERS, AS A CONVENIENCE TO OUR CUSTOMERS, THEREFORE, IT IS IMPORTANT THAT THIS DESCRIPTION NOT BE INCLUDED IN ANY CONVEYANCES, AS IT IS NOT INSURABLE. PARCEL DD: MAPS BEING 223-010-12,223-010-18,223-010-19, THOSE PARCELS OF LAND SHOWN AND DELINEATED ON THE COUNTY OF SAN DIEGO ASSESSOR'S 223-010-27,223-010-28,223-010-29,223-010-32,223-010-33, 223-010-34,223-010-35,223-010-37, 223-021-03,223-021-10,223-021-12,223-021-15, 223-021-16, 222-470-23 AND 222-470-25 AND LYING WITH THE FOLLOWING DESCRIBED PROPERTY : PARCELS 3 AND 4 OF PARCEL MAP NO. 10179, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 17, 1980 AS FILE NO. 80-204502 OF OFFICIAL RECORDS. TOGETHER WITH THAT PORTION DELINEATED AND DESIGNATED "NOT A PART" ON SAID PARCEL MAP. EXCEPTING THEREFROM THAT PORTION LYING WITHIN CARLSBAD TRACT NO. 79-25(8) UNIT NO. 1, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10243, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 20, 1981.' EXHIBIT A-I Page 4 DESCRIPTION Order&. 13066271 ALSO EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN CARLSBAD TRACT NO. 79-25(B) ACCORDING TO MAP THEREOF NO. 10820, FILED IN THE OFFICE OF THE COUNTY RECORDER PHASE VI, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, OF SAN DIEGO COUNTY, JANUARY 13, 1984 AND CARLSBAD TILACT NO. 84-23, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11241, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 22, 1985. EXCEPTING THEREFROM TIIAT PORTION LYING WITHIN RECORD OF SURVEY NO. 9182, IN THE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 28, 1982 AS FILE NO. CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE 82-332144 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL MAP NO, 10179 LYING NORTHEASTERLY OF THE CENTER LINE OF THAT CERTAIN RIGHT OF WAY AS DESCRIBED IN DEED TO THE COUNTY, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 7, 1966 AS FILE NO. 58549 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: MAP THEREOF NO. 6095 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COMMFNCING AT THE SOUTHEAST CORNER OF LA COSTA MEADOWS, UNIT NO. 2 ,. ACCORDING TO COUNTY, SAID SOUTHEAST CORNER BEING A POINT ON THE SOUTHEASTERLY RIGHT OF WAY OF EL FITERTE STREET AS SHOWN ON SAID MAP NO. 6905; THENCE NORTH 68OJ.3'07" EAST FEET; THENCE SOUTH 51°54'40" EAST 141.03 FEET; THENCE SOWH 22O52'25" WEST 191.85 1536.70 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 68°01'10" EAST 99.51 FEET; THENCE SOUTH 57°13'00" WEST 73.07 FEET; THENCE NORTH 83O46'00" WEST 185.97 FEET; THENCE NORTH 34O25'48" WEST 144.00 FEET; THENCE NORTH 55O34'12" EAST 100.00 THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33°35'22" A DISTANCE OF 188.77 FEET TO THE TRUE POINT OF BEGINNING. FEET TO THE BEGINNING OF A TANGENT 322-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; AFFECTS PARCEL NOS. 223-010-12,223-010-18,223-010-19,223-010-27,223-010-28, 223-010-29,223-010-32,223-010-33,223-010-34,223-010-35,223-010-37,223-021-09, 223-021-10,223-021-12,223-021-15 AND 223-021-16;222-470-25 AND 222-470-23 NOTE: THIS PARCEL IS DESCRIBED IN A MANNER NOT NORMALLY USED BY TITLE INSURERS. AS A CONVEYANCE TO OUR CUSTOMERS. THEREFORE, IT IS IMPORTANT THAT THIS DESCRIPTION NOT BE INCLUDED IN ANY CONVEYANCES. AS IT IS NOT INSURABLE. PARCEL EE: PARCEL 2 OF PARCEL MAP NO. 13900, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 6, 1985 AS FILE NO. 85-281626, OF OFFICIAL RECORDS. AFFECTS PARCEL NO. 222-151-80 EXHIBIT A-2 Page 1 OrdmNo. 13066273 La Costa Oaks DESCRIPTION . PARCEL X: LOT 5 AND THE WEST HALF OF LOT 6 AND LOT 8 OF RANCHO LAS ENCINITAS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 848, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 27, 1898. EXEPTING THEREFROM THAT PORTION LYING WITHIN CARLSBAD TRACT NO. 75-9(B) UNIT NO. TO MAP THEREOF NO. 9959, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO 2, IN THE CITY OF CARLSBAD, COW OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING THE SOUTHERLY BOUNDARY THEREOF. COUNTY, DECEMBER 31, 1980 AND THAT PORTION LYING SOUTHERLY AND SOUTHWESTERLY OF ALSO. EXCEPTING THEREFROM THAT PORTION LYING WITHIN PARCEL MAP NO. 13524, IN THE OF THE COW RECORDER OF SAN DIEGO COUNTY, OCTOBER 25, 1984 AS FILE NO. CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE 84-403293 OF OFFICIAL RECORDS, AND THAT PORTION THEREOF LYING SOUTHERLY OF THE SOUTHERLY BOUNDARY THEREOF. ALSO EXCEPTING THEREFROM THAT PORTION LYING NORTHWESTERLY ON THE FOLLOWING DESCRIBED LINE : BEGINNING AT THE MOST EASTERLY TERMINUS OF THE CENTBRLINE OF LA COSTA AVENUE AS SHOWN ON HEREINBEFORE MENTIONED PARCEL MAP NO. 13524; THENCE NORTH 55°00'00'q EAST 200.89 FEET TO THE BEGINNING OF A 1000.00 FOOT RADIUS CURVE NORTHWESTERLY; MENTIONED LOT 5 OF RANCHO LAS ENCINITAS. THENCE NORTHEASTERLY ALONG SAID CURVE TO THE NORTHERLY LINE OF HEREINBEFORE AFFECTS PARCEL NOS. 223-060-15, 223-060-49 AND 264-222-03. PARCEL AA: THE WEST HALF OF SECTION 32 AND THE EAST HALF OF SECTION 31, ALL BEING IN TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF, ALL BEING IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. EXCEPTING THEREFORM THAT PORTION OF THE EAST HALF OF SAID SECTION 31, ALL THAT TRACT NO. 72-20 (LA COSTA VALE) UNIT NO. 3, IN THE CITY OF CARLSBAD, COUNTY OF PORTION THEREOF LYING NORTHWESTERLY OF THE SOUTHEASTERLY BOUNDARY OF CARLSBAD OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 3, 1974. SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 7950, FILED IN THE ALSO EXCEPTING THEREFROM ALL THAT PORTION THEREOF LYING NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHWEST CORNER OF SAID WEST ONE HALF OF SAID SECTION 32; THENCE SOUTH 89O53'42" EAST ALONG THE NORTH LINE OF SAID WEST ONE HALF, 2689.53 FEET TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH OOO36'38" WEST ALONG THE EAST LINE OF SAID WEST ONE HALF, 3120.35 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF A 200.00 FOOT SAN DIEGO GAS AND ELECTRIC COMPANY EASEMENT IN BOOK TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE AND ALONG SAID EASEMENT 5208, PAGE 399 OF THE OFFICIAL RECOkDS OF SAID SAN DIEGO COUNTY AND BEING THE LINE, NORTH 64'13'32'' WEST, 2226.43 FEET; THENCE SOUTH 72Q08'00" WEST, 65.20 FEET TO A POINT ON A LINE, SAID LINE BEING 45.00 FEET SOUTHWESTERLY, MEASURED AT EXHIBIT A-2 Page 2 DESCRIPTION Order No. 13066273 RIGHT ANGLES AND PARALLEL WITH SAID SOUTHWESTERLY RIGHT OF WAY LINE OF 200.00 ALONG SAID PARALLEL LINE, 1583.36 FEET TO A POINT ON THE SOUTHEASTERLY BOUNDARY FOOT SAN DIEGO GAS AND ELECTRIC COMPANY EASEMENT; THENCE NORTH 64O13'23" WEST LINE OF SAID MAP NO. 7950; THENCE CONTINUING ALONG SAID PARALLEL LINE NORTH 64913'23" WEST TO THE INTERSECTION WITH THE NORTHERLY LINE OF SAID SECTION 31, SAID INTERSECTION BEING THE POINT OF TERMINUS. ALSO EXEPTING THEREFROM ALL THAT PORTION THEREOF LYING SOUTHWESTERLY OF THE FOLLOWING LINE : BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID CARLSBAD TRACT NO. 72-20 AS SHOWN ON MAP NO. 7950, SAID CORNER BEING A POINT ON THE ARC OF A NON-TANGENT 1230.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY, A RADIAL TO SAID POINT BEARS NORTH CARLSBAD TRACT NO. 72-20, THE FOLLOWING COURSES: 51°54'08" WEST; THENCE CONTINUING ALONG THE SOUTHEASTERLY BOUNDARY LINE OF NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14O34'46" A DISTANCE OF 312.99 FEET, NORTH 38O50'03" EAST, 31.80 FEET TO THE BEGINNING OF A TANGENT 1480.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7OI.9'57" A DISTANCE OF 189.40 LEAVING SAID SOUTHEASTERLY BOUNDARY LINE SOUTH 43°50'00" EAST, 1685.42 FEET; FEET; THENCE NORTH 46°10'00" EAST, 1057.78 FEET TO THE POINT OF BEGINNING; THENCE THENCE SOUTH 53O39'32" EAST, 42.00 FEE TO A POINT ON THE ARC OF A NON-TANGENT CURVE, CONCAVE NORTHWESTERLY A RADIAL LINE TO SAID POINT BEARS SOUTH 53'39' 32 " EAST; THENCE SOUTHWESTERLY ALONG SAID CURVE TO THE INTERSECTION WITH THE SOUTHERLY LINE OF SAID SECTION 31, SAID INTERSECTION BEING THE POINT OF TERMINUS. ALSO EXCEPTING THE INTEREST CONVEYED TO THE COUNTY OF SAN DIEGO BY DEED RECORDED FEBRUARY 16, 1967 AS FILE NO. 21426 OF OFFICIAL RECORDS, LYING WITHIN THOSE PORTIONS DESCRIBED AS FOLLOWS: PARCEL 66398-A: THAT PORTION OF SECTION 31, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, LYING WITH A STRIP OF LAND 60 FEET WIDE, 30 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE: COMMENCING AT THE POINT OF INTERSECTION OF THE CENTER LINE OF ROAD SURVEY NO. 454, A PLAT OF WHICH IS ON FILE IN THE OFFICE OF THE COUNTY ENGINEER, WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER BEING DISTANT ALONG SAID NORTH LINE 721.98 FEET FROM THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER, SAID POINT BEING ENGINEER'S STATION 194 PLUS 74.85, POINT ON A 1000 FOOT RADIUS CURVE, CONCAVE EASTERLY ON SAID CENTER LINE; THENCE ALONG SAID CENTER LINE IAS FOLLOWS: SOUTHERLY ALONG SAID 1000 FOOT RADIUS CURVE, 36.54 FEET AND TANGENT TO SAID CURVE SOUTH 7O22' EAST, 12.41 FEET TO THE POINT OF BEGINNING AND THE BEGINNING OF A 1200 FOOT RADIUS CURVE, THE CENTER OF WHICH BEARS SOUTH 82O38' WEST FROM SAID POINT; THENCE LEAVING SAID CENTER LINE SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 71O51'. A DISTANCE OF 1504.47 FEET TO ENGINEER'S STATION 210 PLUS 87.12 POINT OF TERMINATION ON THE CENTER LINE OF SAID ROAD SURVEY NO. 454. PARCEL 66398-B: THAT PORTION OF SAID SOUTHEAST QUARTER LYING SOUTHERLY OF PARCEL 66398-A EXHIBIT A-2 Page 3 DESCRIPTION Order No. 13066273 HEREINABOVE DESCRIBED, AND NORTHERLY OF SAID ROAD SURVEY NO. 454 ALSO EXCEPTING THEREFROM THAT PORTION CONVEYED TO MAG PROPERTIES, A CALIFORNIA GENERAL PARTNERSHIP, BY DEED RECORDED FEBRUARY 1, 1990 AS FILE NO. 90-057460 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF SECTION 31, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNAFDINO MERIDIAN, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA DISCRIBED AS FOLLOWS : COMMENCING AT THE MOST EASTERLY CORNER OF LOT 494 OF MAP NO. 7950, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, SAID POINT BEING ON THE WESTERLY RIGHT OF WAY LINE OF RANCHO SANTA FE ROAD AS SHOT ON SAID MAP NO. 7950; THENCE SOUTH 31"OO'OO" WEST, 46.04 FEET; THENCE SOUTH 59°00'00" EAST, 71.00 FEET TO A POINT ON THE EASTERLY BOUNDARY LINE OF SAID MAP SAID POINT BEING ON A NON-TANGENT 1520.00 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID BOUNDARY LINE THROUGH A CENTRAL ANGLE OF 9°19'02", A DISTANCE OF 247.18 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT BEING ON A NON-TANGENT 700.00 FOOT RADIUS REVERSING CURVE, CONCAVE EASTERLY; A RADIAL LINE TO SAID POINT BEARS NORTH 73O26'32" WEST, THENCE OF 26O43'55". A DISTANCE OF 326.59 FEET; THENCE SOUTH 10°10'27" EAST, 474.67 FEET SOUTHERLY ALONG THE ARC OF SAID 700.00 FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE TO A POINT ON A NON-TANGENT 2400.00 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF RADIUS CURVE, CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 1S024'49", A DISTANCE OF 645.64 FEET TO A POINT ON A NON-TANGENT 1170.00 FOOT 31°17'17" EAST, THENCE SOUTHWESTERLY ALONG THE ARC OF SAID 1170.00 CURVE THROUGH A CENTRAL ANGLE OF 6'14'41''. A DISTANCE OF 127.52 FEET; THENCE SOUTH 25O02'36" NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 25O02'36" EAST, THENCE EAST, 60.00 FEET TO A POINT ON A NON-TANGENT 1230.00 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 22O45' 14", A DISTANCE OF 488.47 FEET TO A POINT ON A NON-TANGENT 2400.00 RADIUS CURVE, CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 33O56'33" EAST THENCE NORTHEASTERLY ALONG THE ARC OF SAID 2400.00 FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 7"35'06", A DISTANCE OF 317.72 FEET; THENCE SOUTH 41"31'39" EAST, 63.00 FEET; THENCE SOUTH 64O50'25" EAST 265.09 FEET; THENCE SOUTH 28021'27" WEST, 501.00 FEET; THENCE SOUTH 31O16'32" EAST 62.63 FEET TO A POINT ON A NON-TANGENT 700.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE DISTANCE OF 371.00 FEET; THENCE SOUTH 28O21'27" WEST, 470.00 FEET TO THE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 30°22 ' 01'1, A BEGINNING OF A 1000.00 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7059'01", A DISTANCE OF 139.34 FEET; THENCE NORTH 53O39'32" WEST, 42.00 FEET; THENCE NORTH 43°50'00" WEST, 1685.42 FEET; THENCE NORTH 46010'00'' EAST, 465.58 FEET TO THE BEGINNING OF A TANGENT 1520.00 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY, THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 5050'58", A DISTANCE OF.155.18 FEET, TO THE TRUE POINT OF BEGINNING. AFFECTS PARCEL NOS. 223-050-67 AND 223-050-69; 223-071-05 AND 223-071-07 PARCEL BB: THOSE PARCELS OF LANE SHOWN AND DELINEATED ON THE SAN DIEGO COUNTY ASSESSOR'S MAPS BEING PARCEL 223-050-51, 223-050-52, 223-050-53, 223-050-54, 223.050-59, 223-050-65 223-071-09 LYING WITHIN THE FOLLOWING DESCRIBED PROPERTY: EXHIBIT A-2 Page 4 OrderNo. 13066273 DESCRIPTION THAT PORTION OF THE WEST HALF OF SECTION 32; AND THE NORTH HALF OF SECTION 31; AND THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 30, ALL BEING IN NORTHEAST QUARTER OF SECTION 36, IN TOWNSHIP 12 SOUTH, RANGE 4 WEST, COUNTY OF TOWNSHIP 12 SOUTH, RANGE 3 WEST; TOGETHER WITH THE NORTHEAST QUARTER OF THE SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: ALONG THE NORTH LINE OF SAID WEST HALF, 2689.53 FEET TO THE NORTHEAST CORNER BEGINNING AT THE NORTHWEST CORNER OF SAID WEST HALF; THENCE SOUTH 89'53'42'' EAST THEREOF; THENCE SOUTH 00°36'38" WEST ALONG THE EAST LINE OF SAID WEST HRLF, 3120.35 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF A 200.00 FOOT SAN DIEGO GAS AND ELECTRIC EASEMENT, RECORDED APRIL 19, 1954 IN BOOK 5208, PAGE 399 OF OFFICIAL RECORDS OF SAID SAN DIEGO COUNTY; THENCE LEAVING SAID EAST LINE AND ALONG SAID EASEMENT LINE NORTH 64O13'23" WEST, 2226.43 FEET; THENCE SOUTH 72°08'00" WEST, 65.20 FEE TO A POINT ON A LINE, SAID LINE BEING 45.00 FEET SOUTHWESTERLY MEASURED AT RIGHT ANGLES AND PARALLEL WITH SAID SOUTHWESTERLY RIGHT OF WAY LINE OF A 200.00 FOOT SAN DIEGO GAS AND ELECTRIC COMPANY EASEMENT; THENCE NORTH 64°13'23" WEST ALONG SAID PARALLEL LINE 1583.36 FEET TO A POINT ON THE SOUTHEASTERLY BOUNDARY LINE OF LA COSTA VALE UNIT NO. 3, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 7950, FILED IN THE OFFICE OF THk COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 3, 1974; THENCE NORTH 31°00'00" EAST ALONG SAID BOUNDARY LINE, 45.19 FEET TO THE NORTHEAST CORNER OF SAID MAP NO. 7950; THENCE NORTH 64O13'23" WEST ALONG THE THENCE SOUTH 43°30'00" WEST 477.59 FEET TU THE BEGINNING OF A NON-TANGENT 1720.00 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 43'30'00" WEST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02°50'00'8 A DISTANCE OF 85.06 FEET; THENCE TANGENT TO SAID CURVE NORTH 43O40' WEST 445.15 FEET TO THE BEGINNING OF A TANGENT 455.00 FOOT RADIUS CURVE, CONCAVE SOUTHERLY; THENCE NORTHWESTERLY, WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 96°50'00" A DISTANCE OF 768.98 FEET; THENCE TANGENT TO SAID CURVE SOUTH 39°30'00" ,W 153.51 FEET TO THE BEGINNING OF A ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 08O59'38" A DISTANCE OF 122.44 FEET TANGENT 780.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY; THENCE SOUTHWESTERLY TO A POINT OF THE NORTHERLY BOUNDARY OF CARLSBAD TRACT NO. 72-20, UNIT NO. 2, IN THE CITY OF CARLSBAD, COm OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF N0.7779, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COW, MAP NO. 7779, NON-TANGENT TO SAID CURVE NORTH 71°00'00" WEST 269.16 FEET; THENCE OCTOBER 26, 1973; THENCE LEAVING SAID MAP N0.7950 AND ALONG THE BOUNDARY OF SAID NORTH 44'00'00" WEST 965.00 FEET; THENCE NORTH 71O13'23" WEST 276.62 FEET; THENCE SOUTH 77'46'50'' WEST 290.25 FEET; THENCE NORTH 59°50'00" WEST 121.23 FEET; THENCE SOUTH 83°40'00" WEST 114.59 FEET; THENCE SOUTH 14040'00" WEST 230.00 FEET; THENCE SOUTH 28°20'30" WEST 436.00 FEET; THENCE SOUTH 18027'30" EAST 218.11 FEET; THENCE SOUTH 25'03'28'' WEST 165.00 FEET; THENCE NORTH 64056'32" WEST 300.00 FEET; THENCE SOUTH 00°24'13" WEST 110.03 FEET TO THE INTERSECTION WITH THE SOUTHWESTERLY LINE OF THAT CERTAIN 100.00 FOOT EASEMENT TO SAN DIEGO GAS AND ELECTRIC COMPANY, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 19,1954 IN M?LP N0.7779 AND ALONG THE SOUTHWESTERLY BOUNDARY OF SAID EASEMENT NORTH 64O56'32" BOOK 5208, PAGE 403 OF OFFICIAL RECORDS, THENCE LEAVING SAID BOCINDARY OF SAID WEST TO THE MOST SOUTHERLY CORNER OF CARLSBAD TRACT NO. 75-4 (LA COSTA ESTATES NORTHEASTERLY BOUNDARY LINE OF SAID MAP NO. 7950, A DISTANCE OF 1326.91 FEET; NORTH), IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 8302, FILED IN THE OF OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 5, 1976; THENCE LEAVING SAID EASEMENT ALONG THE EASTERLY BOUNDARY THEREOF NORTH 25°03'28'4 EAST 100.00 FEET; THENCE NORTH EXHIBIT A-2 Page 5 DESCRIPnON Order No. ~3066273 05°30'00*' WEST 130.00 FEET; THENCE NORTH 36O55'10" EAST 345.00 FEET; THENCE NORTH 03°02'10" WEST 495.00 FEET; THENCE NORTH 20°25'10" EAST 280.00 FEET; THENCE NORTH THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE 52°15'00" EAST 160.00 FEET TO A POINT IN THE BOUNDARY OF PARCEL MAP NO. 10179, IN OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 27, 1980 AS FILE NO. ALONG THE SOUTHERLY BOUNDARY OF SAID PARCEL MAP NO. 10179, SOUTH 26'58'00" EAST 80-204502 OF OFFICIAL RECORDS; THENCE LEAVING SAID BOUNDARY OF MAP NO. 8302 AND 346.13 FEET; THENCE NORTH 89O43'11" EAST 880.46 FEET; THENCE SOUTH 42'13'10'' EAST 281.25 FEET; THENCE SOUTH 49O46'54" EAST 170.0 FEET; THENCE SOUTH 42'42'30'' EAST 530.00 FEET; THENCE NORTH 66O24'35" EAST 174.50 FEET; THENCE NORTH 89'58'20'' EAST 145.50 FEET; THENCE NORTH 41°27'00" EAST 113.50 FEET; THENCE SOUTH 85O44'40" EAST 145.00 FEET; THENCE NORTH 34O29'10" EAST 309.50 FEET' THENCE SOUTH 74°00'21" EAST 271.00 FEET; THENCE NORTH 31O57'15" EAST 330.00 FEET; THENCE NORTH 47'25'05'' EAST 129.10 FEET0 TO THE INTERSECTION WITH THE NORTHERLY LINE OF SAID SECTION 31; THENCE ALONG THE NORTHERLY B0UNDAP.Y THEREOF NORTH 89O43'11" EAST 2607.74 FEET TO THE TRUE POINT OF BEGINNING. .. TOGETHER WITH THAT PORTION OF SECTION 25 TOWNSHIP 12 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF LYING SOUTHEASTERLY OF THE SOUTHEASTERLY BOUNDARY OF SAID MAP NO. 8302. EXCEPT THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 32, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID NORTHWEST QUARTER OF SECTION 32; THENCE ALONG THE EASTERLY LINE OF SAID NORTHWEST QUARTER, SOUTH OO36'31" WEST, 950.65 FEET; THENCE SOUTH 31O28'50" WEST, 341.61 FEET; THENCE SOUTH 58O42'49" WEST, 456.37 FEET; THENCE NORTH 76O12'27" WEST 230.37 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH OO36'31" EAST, 77.00 FEET; THENCE NORTH 89O23'29" WEST, EAST, 68.28 FEET, THENCE SOUTH 55O28'26" &T 34.95 FEET; THENCE SOUTH 67O10'26" 350.00 FEET; THENCE SOUTH OO36'31" WEST, 265.00 FEET; THENCE SOUTH 46O28'07" EAST, 76.69 FEET; THENCE SOUTH 89O23'29" EAST, 110.00 FEET; THENCE NORTH 78'04'47'' EAST, 92.20 FEET TO A LINE WHICH BEARS SOUTH OO36'31" WEST FROM THE TO THE TRUE POINT OF BEGINNING. TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE, NORTH 0°36'31" EAST, 263.00 FEET ALSO EXCEPTING THEREFROM THAT PORTION OF THE NORTHERLY HALF OF SECTION 32, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS : COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 32; THENCE ALONG THE NORTH LINE THEREOF SOUTH 89O53'42" EAST 496.36 FEET; THENCE LEAVING SAID NORTH LINE SOUTH 0'06'18'' WEST, 210.00 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE 89'53'42'' EAST, 237.57 FEET TO THE BEGINNING OF A 470 FOOT RADIUS CURVE, CONCAVE OF 36'03'42'', A DISTANCE OF 295.82 FEET; THENCE TANGENT TO SAID CURVE SOWH 53"50'00" EAST, 386.84 FEET; THENCE SOUTH 35024'00'' WEST, 30.75 FEET; THENCE THENCE SOUTH OOoOO'OO" WEST, 81.00 FEET; THENCE SOUTH 72°49'00'9 WEST, 288.60 SOUTH 63O42'00" EAST, 424.18 FEET; THENCE SOUTH 76°40'00" EAST, 288.30 FEET; FEET; THENCE NORTH 89O32'30" WEST, 628.00 FEET; THENCE SOUTH 87008'00" WEST 618.80 FEET; THENCE NORTH 47°36'00" WEST, 187.00 FEET; THENCE NORTH 2956'00" BEGINNING. EAST, 166.20 FEET; THENCE NORTH 2O0O5'3O" EAST, 530.37 FEET TO THE TRIJE POINT OF EXHIBIT A-2 Page 6 DESCRIPTION , CkderNo. 13066273 ALSO EXCEPTING THEREFROM THAT PORTION OF SECTION 31, TOWNSHIP 12 SOUTH RANGE 3 WEST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 3 OF PARCEL MAP NO. 10179 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNT, STATE OF CALIFORNIA, BEING THE SOUTHEAST CORNER OF SECTION 30 AS SHOWN ON SAID PARCEL MAP; THENCE SOUTH 89043'11" WEST ALONG THE SOTJTHERLY LINE OF SAID PARCEL 3, A DISTANCE OF 48.19 FEET TO A POINT ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF ROAD SURVEY NO. 454, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID SAN DIEGO COUNTY; THENCE LEAVING SAID SOUTHERLY LINE AND ALONG SAID RIGHT OF WAY LINE SOUTH 31O32'16" WEST 247.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID RIGHT OF WAY LINE NORTH 89O43'11" EAST, 145.34 FEET TO A POINT ON THE NORTHWESTERLY RIGHT OF WAY LINE OF PROPOSED RANCHO SANTA FE DRIVE; THENCE ALONG SAID NORTHWESTERLY RIGHT OF WAY LINE SOUTH 12'22'42'' WEST, 22.51 FEET TO THE BEGINNING OF A TANGENT 1137 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7O17'27" A DISTANCE OF 144.68 FEET; THENCE LEAVING SAID NORTHWESTERLY RIGHT OF WAY LINE NORTH 69°00'00" WEST, 172.47 FEET TO A POINT ON SAID SOUTHWESTERLY RIGHT OF WAY LINE; THENCE NORTH 31O32'16" EAST, 115.50 FEET TO THE TRUE POINT OF BEGINNING. AFFECTS PARCEL NOS. 223-071-09, 223-050-51, 223-050-52, 223-050-53, 223-050-54, 223-050-59, 223-050-65. NOTE: THIS PARCEL IS DESCRIBED IN A MANNER NOT NORMALLY USED BY TITLE INSURERS, AS A CONVENIENCE TO OUR CUSTOMERS, THEREFORE, IT IS IMPORTANT THAT THIS DESCRIPTION NOT BE INCLUDED IN ANY CONVEYANCES, AS IT IS NOT INSURABLE. PARCEL CC: THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 12 SOUTH, RANGE 3 WEST, SAN BEFSARDINO MERIDIAN, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF. AFFECTS PARCEL NOS. 223-011-02, 223-011-03, 223-032-01 AND 223-032-02. PARCEL DD: THOSE PARCELS OF LAND SHOWN AND DELINEATED ON THE SAN DIEGO COUNTY ASSESSOR'S MAPS BEING PARCELS 223-011-4, 223-011-5, 223-011-6, 223-021-8 AND 223-011-11 LYING WITHIN THE FOLLOWING DESCRIBED PROPERTY: PARCELS 3 AND 4 OF PARCEL MAP NO. 10179, IN THE CITY OF CARLSBAD, COUWl'Y OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 17, 1980 AS FILE NO. 80-204502 OF OFFICIAL RECORDS. TOGETHER WITH THAT PORTION DELINEATED AND DESIGNATE "NOT A PART" ON SAID PARCEL MAP. EXCEPTING THEREFROM THAT PORTION LYING WITHIN CARLSBAD TRACT NO. 79-25(B) UNIT NO. 1, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10243, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 20, 1981. ALSO EXEPTING THEREFROM THOSE PORTIONS LYING WITHIN CARLSBAD TRACT NO. 79-25(~) PHASE VI, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10820, FILED IN THE OFFICE OF THE COUNl'Y RECORDER OF SAN DIEGO COUNTY, JANVARY 13, 1984, AND CARLSBAD TRACT NO. 84-23, IN THE CITY EXHIBIT A-2 Page 7 DESCRIPTION Order No. 13066273 OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11241, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 22, 1985. ALSO EXCEPTING THEREFROM THAT PORTION LYING WITHIN RECORD OF SURVEY NO. 9182, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, OCTOBER 28, 1982 AS FILE NO. 82-332144 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL MAP NO. 10179 LYING NORTHEASTERLY OF THE CENTERLINE OF THAT CERTAIN RIGHT OF WAY AS DESCRIBED IN DEED TO THE COUNTY, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 7, 1966 AS FILE NO. 58549 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: MAP NO. 6095 ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID COMMENCING AT THE SOUTHEAST CORNER OF LA COSTA MEADOWS, UNIT NO. 2, ACCORDING TO SOUTHEAST CORNER BEING A POINT ON THE SOUTHEASTERLY RIGHT-OF-WAY OF EL FUERTE STREET AS SHOWN ON SAID MAP NO. 6905; THENCE NORTH 68°13'07" EAST 1536.70 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 68°01'10" EAST 99.51 FEET; THENCE SOUTH 51°54'40" EAST 141.03 FEET; THENCE SOUTH 22O52'25" WEST 191.85 FEET' THENCE SOUTH 57°13'00" WEST 73.07 FEET; THENCE NORTH 83°46'00" WEST 185.97 FEET; THENCE NORTH 34O25'48" WEST 144.00 FEET; THENCE NORTH 55°34'12" EAST 100.00 FEET TO THE BEGINNING OF A TANGENT 322 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33'35'22" A DISTANCE OF 188.77 FEET TO THE TRUE POINT OF BEGINNING. AFFECTS PARCEL NOS. 223-011-04, 223-011-05, 223-011-06; 223-021-08, 223-021-11. AS A CONVENIENCE TO OUR CUSTOMER. THEREFORE, IT IS IMPORTANT THAT THIS NOTE: THIS PARCEL IS DESCRIBED IN A MANNER NOT NORMALLY USED BY TITLE INSURERS, DESCRIPTION NOT BE INCLUDED IN INY CONVEYANCES, AS IT IS NOT INSURABLE. EXHIBIT B RATE AND METHOD FOR DETERMINING FAIR SHARE OBLIGATION RANCHO SANTA FE AND OLIVENHAIN ROADS The City Council shall use the following rate and method for determining the fair share obligation for funding the construction of Rancho Santa Fe and Olivenhain Roads due from property conditioned to participate in the financing of these facilities. This calculation is done as part of an Agreement titled "PETITION, WAIVER AND CONSENT TO .CREATION OF A COMMUNITY FACILITIES DISTRICT AND AGREEMENT TO PAY FAIR SHARE COST OF TENTATIVE MAP CT99-04" (Agreement) which has been voluntarily entered into by the City of Carlsbad and Property Owner wishing to proceed with development of its Property in advance of the creation of Community Facilities District No. 2 (CFD #2). It is the City and Property Owner's intent to form CFD #2 to provide funding for those improvements described within the Agreement. The following rate and method shall be used to determine the fair share and amount due from any Property Owner wishing to take advantage of this alternate funding mechanism. Basis for Cost Allocation The basis for allocation of costs to property conditioned with the financing of the improvements described in the Agreement shall be the Equivalent Dwelling Unit (EDU), which is defined per product classification as follows: Product Classification Equivalent Dwelling Units Single Family - Detached Units 1 .O EDU Single Family - Attached Units 0.8 EDU Multi-Family Units 0.6 EDU Churches 4.0 EDU per Acre Commercial/lndustriaI and other 10.0 EDU per Acre EXHIBIT B The number of each type of unit included in a development shall be determined by the City Engineer based on the most recent final map submitted to the City for approval. The EDU determination for non-residential development shall be made by the City Engineer when such a determination is requested by the property owner. The City Engineer may request additional information from any property owner as may be necessary to make his determination. The City Engineer is not required to make a determination on the number of EDUs for any project until adequate information is available. The City Engineer's determination shall be submitted to the City Council in the table below. The City Council shall make the final determination of the number of EDUs to be used in computing the fair share obligation for any project. Fair Share Amount and Method of Pavment The City shall collect $10.250 for each EDU as determined by the City Council. This amount shall be collected in one payment of $10,250 per EDU to be paid prior to Council consideration of final map approval as described below. 1) Prior to approval by the City Council of the Master Final Map 99-01-01 for the La Costa Oaks South project by the City Council, the Property Owner shall pay to the City an amount equal to the number of EDUs to be built as individual lots included in said Master Final Map as determined by the City Engineer (current estimate is 161 EDUs) times $10,250. If the City Council determined that the City Engineer's calculation of the number of EDUs included on the Master Final Map is in error, the Council shall direct the City Engineer to amend his calculations and direct staff to bring the final map back for approval when such correction has taken place. Funds must be paid to the City before the master final map will be scheduled for Council consideration. EXHIBIT B 2) Prior to the approval of any final neighborhood map by the City Council (with the exception of the 161 individual lots to be approved in the Master Final Map), the Property Owner shall pay to the City an amount equal to the number of EDUs included in said final neighborhood map, as determined by the City Engineer, times $10,250. If the City Council determined that the City Engineer's calculation of the number of EDUs included on the final map is in error, the Council shall direct the City Engineer to amend his calculations and direct staff to bring the final map back for approval when such correction has taken place. Funds must be paid to the City before the final neighborhood map will be scheduled for Council consideration. ,. 3) The table below shows the estimated Fair Share Obligation for the Project. Computation of Fair Share Obligation La Costa Ridge and La Costa Oaks SDP 99-07 Type of Unit La Costa Ridge: Single Family - Detached Units Multi-Family Units La Costa Oaks: Single Family - Detached Units Individual lots Neighborhoods Multi-Family Units Total EDU per unit 1 .o 0.6 1 .o 1 .o 0.6 Cost per EDU $10,250 $10,250 $10,250 $10,250 $10,250 Units Covered by Agreement 262 58 161 655 216 Amount Due Estimated 0 2,685,500 356,700 1,650,250 6,713,750 1,328,400 I 1,352 $12,734,600 4) If the property owner has already obtained a final map for any units conditioned with the financing of Rancho Santa Fe and Olivenhain Road prior to execution of this agreement, the property owner shall pay to the City the net amount due shown above upon entering into this Agreement. SECRETARY’S CERTIF’ICATE OF REAL ESTATE COLLATERAL MANAGEMENT COMPANY THE UNDERSIGNED, the Secretary of Real Estate Collateral Management Company, a Delaware corporation (the “Corporation”), does hereby certify that the following is a true and correct copy of the resolutions adopted by the unanimous written consent of the Board of Directors of the Corporation on December 12,2001 and the same are in full force and effect as of the date hereof: RESOLVED, that the Corporation is hereby authorized to enter into all agreements, indentures, mortgages, deeds, conveyances, licenses, permits, transfers, contracts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds in an aggregate amount of up to One Hundred and Thirty Million Dollars ($130,000,000), undertakings, proxies and other instruments or documents required or deemed necessary by an Authorized Officer to be delivered in connection with the development of the property owned by the Corporation and the project known as thee Villages of La Costa. FURTHER RESOLVED, that the President or any Vice President of the Corporation (the “Authorized Officers”) are hereby authorized and directed to execute and deliver on behalf of the Corporation any documents and instruments necessary or appropriate to effectuate and to perform such other acts as may be deemed necessary and proper to effectuate the intent and purposes of the foregoing resolution. FURTHER RESOLVED, the Corporation does hereby ratify and confirm all actions that have been taken in conjunction with the foregoing resolutions as of the date hereof. IN WITNESS WHEREOF, I have hereto set my hand on this 14‘h day of kcember, 2001. REAL ESTATE COLLATERAL MANAGEMENT COMPANY CERTIFICATE OF INCUMBENCY 1, L. S. Mattenson, the Secretary of Real Estate Collateral Management Company, a Delaware corporation, certify that the persons named below are officers of this corporation, holding the offices set .forth opposite their names, and that their appointments have not been cancelled as of the date hereof. L. C. Klug President D. A. Watts Vice President T. P. Shanley Vice President Dated: December 14,2001 - atten tens on, Secretary EXHIBIT 3 i VILLAGES OF LA EIR 98-07/GPA 98-01/MP 149 COSTA (Q)/MP 98-01, LFMP I O/LFMP 1 I (B)/CT 99-03/HDP 99- Ol/SUP 01 -04/SUP 99-01/CT 99-04/ PUD 01-081HDP 99-021SUP 01-03