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HomeMy WebLinkAboutAMEND 2016-0002; C3 CHURCH; Coastal Development Permit (CDP)L.1 of LAND USE REVIEW Development Services Planning Division Carlsbad APPLICATION 1635 Faraday Avenue P-1 (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR:(CHECK BOXES) Development Permits (FOR DEPT. USE ONLY)Legislative Permits (FOR DEPT. USE ONLY) O Coastal Development Permit El Minor El General Plan Amendment O Conditional Use Permit tillAafQ megr Aimeop 0 Local Coastal Program AmendmentElMinorElExtension2.01(a-0002- O Day Care (Large)0 Master Plan 0 Amendment O Environmental Impact Assessment 0 Specific Plan 0 Amendment 0 Habitat Management Permit Minor Ej Zone Change O Hillside Development Permit Minor El Zone Code Amendment O Nonconforming Construction Permit South Carlsbad Coastal Review Area Permits Planned Development Permit ID Minor El Review Permit El Residential El Non-Residential El Administrative El Minor El Major El Planning Commission Determination O Reasonable Accommodation Village Review Area Permits Site Development Plan El Minor El Review Permit O Special Use Permit ID Administrative El Minor 111 Major Tentative Parcel Map (Minor Subdivision) O Tentative Tract Map (Major Subdivision) 111 Variance El Minor NOTE:A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30 P.M.A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00 P.M. ASSESSOR PARCEL NO(S).:213-263-4.0 PROJECT NAME:C3 Church Sunday School Expansion BRIEF DESCRIPTION OF PROJECT:Conditional Use Permit Amendment to allow for the relocation and expansion of Sunday El School facilities at C3 Church San Diego -North Campus BRIEF LEGAL DESCRIPTION:Lots 33-36 of Carlsbad Tract CT 02-15 Bressi Ranch in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 14960, filled in the office of the County Recorder of San Diego, February 4, 2005 LOCATION OF PROJECT:2708 Gateway Road, Building C, Carlsbad, CA 92009 STREET ADDRESS ON THE:North SIDE OF Gateway Road (NORTH, SOUTH, EAST, WEST)(NAME OF STREET) BETWEEN El Fuerte Street AND Melrose Avenue (NAME OF STREET)(NAME OF STREET) TI---k)ot -voo? 000 10009l1Dnfve.a s D vi A0/1 v.—.......OWNER NAME (Print):C3 Center, LLC APPLICANT NAME (Print):C3 Church MAILING ADDRESS:7620 Balboa Avenue MAILING ADDRESS: 2708 Gateway Road, Building I CITY,STATE, ZIP:San Diego, CA 92111 CITY, STATE, ZIP:Carlsbad, CA 92009 TELEPHONE 858-300-2581 TELEPHONE:858-300-2581 EMAIL ADDRESS:alicia@c3sandiego.com EMAIL ADDRESS:alicia@c3sandiego.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE.I CERTIF LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOW GE. SET F TH H El 'Y AUTHORIZED REPRESENTATIVE FOR -- . PU 0 S 0 I A I ION., /02,87il(iP /A/if/4 URE DATE ATURE DATE APPLICANT'S REPRESENTATIVE (Print):Brenna Weatherby, Howes Weiler & Associates MAILING ADDRESS:2888 Loker Avenue East, Suite 217 CITY, STATE, ZIP:Carlsbad, CA 92010 TELEPHONE:760-929-2288 EMAIL ADDRESS:bweatherby@hwplanning.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. MAW]Nat/V1411)12j 2..k INSIGNATUREDAT IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF,PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION.INVE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION:PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECOR D ON T TIT a HIS PROPERTY IF CONDITIONED FOR THE APPLICANT.NOTICE OF RESTRICTIONS RUN WITH THE AND D A SSORS IN INTEREST. P PEFII.E OWNER SIGNATURE FOR CITY USE ONLY RE C "Et ITE::: OEC 2 2 2016 CITY GAF-CARLSBAD PLANNING DIVOON DATE STAMP APPLICATION RECEIVED RECEIVED BY: G\z.... P-1 Paae 2 of 6 Revised 03/16 (City of PROJECT DESCRIPTION Development Services Planning Division Carlsbad P-1(B)1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov PROJECT NAME:C3 Church Sunday School Expansion APPLICANT NAME:C3 Church Please describe fully the proposed project by application type.Include any details necessary to adequately explain the scope and/or operation of the proposed project.You may also include any background information and supporting statements regarding the reasons for,or appropriateness of, the application.Use an addendum sheet if necessary. Description/Explanation: *See attached Project Description P-1(B)Page 1 of 1 Revised 07/10 Christian City Church (C3) San Diego North Campus Application for a Conditional Use Permit Amendment Project Description December 2016 This application is a request for an Amendment to an existing Conditional Use Permit (CUP 10- 09) that was approved by Planning Commission Resolution No. 6747 on January 5,2011.The amendment would allow Christian City Church San Diego -North Campus (C3 Church)to move their Sunday school facilities from the existing C3 Church building located in Building I,to Building C,located across the parking lot located at 2708 Gateway Road.C3 Church will continue to retain ownership of Building I,and will continue to operate worship services in this building. The project site is located within the Spectrum Flex office park within Planning Area 5 of the Bressi Ranch Master Plan.The General Plan Land Use designation for the site is Planned Industrial (PI) and the Zoning designation for the site is Planned Community (P-C), APN 213-263- 11.The project site is located on the north side of Gateway Road, east of El Fuerte Road and west of Melrose Drive.In addition to C3 Church, currently operating within this office park are an existing vet hospital (Bressi Ranch Pet Hospital),flooring showroom (Flooring America), aquatics center (Waterworks Aquatics), and fitness center (Fortis Fitness/YogaLux). The applicant is requesting to move the Sunday school facilities and operations from building "I" to building "C" (7,175 square feet) located across the parking lot.Tenant improvements to building "I" will include removing the existing kitchen, expanding the Women's restroom, and expanding the existing coffee bar.The existing Sunday school meeting rooms in building "I" will remain as classrooms used for other church activities and for the Teen Youth gatherings on Friday nights.Tenant improvements to building "C" include 4 classrooms,a 1,313-square foot auditorium,a 1,647-square foot play area, coffee shop, storage facilities, volunteer area, and restrooms. Operational Plan Hours of Operation for Building "C" The C3 Church Sunday school will operate during the same hours as the Sunday church assembly services.The current scheduled hours of church assembly services are: Monday —Closed Tuesday —Closed Wednesday —Closed Thursday -Closed Friday —Teen Youth 7:00 —10:00 P.M. (200 people) Saturday —Closed Sunday —Sunday School: 8 AM-12 PM &5 PM -10 PM. *Church is closed except for special events such as Christmas Day. C3 Church North Campus 1 December 2016 Conditional Use Permit Amendment Staffing It is anticipated that 10 persons will staff the Sunday school facility, which is the same amount of employees accounted for in CUP 10-09.No new employees will be added, rather employees will move from Building "I" to Building "C". Parking The C3 Church will occupy two existing office/industrial buildings (Building "I"for Church Services and Building "C" for Sunday School) within the Spectrum Flex office park with a parking lot consisting of a total of 278 parking stalls.The parking demand for both buildings will be highest during worship services.These services will take place on Sundays, when the demand for parking spaces by existing uses on the site is very low. As is the case with many churches, the parking demand is significantly lower for the proposed use during typical weekday business hours,as typically only the office/administration space within the church will be utilized. Pursuant to the Parking Ordinance (Carlsbad Municipal Code Chapter 21.44), and CUP 10-09, the parking requirement for the church facility currently located in Building "I"is 1 space per 5 fixed seats, or 1 space per 100 square feet of assembly area (whichever is greater).The church assembly area was approved with 413 fixed seats, which required a total of 83 parking spaces. The existing parking for the Church will not change as the church is not adding additional seats/square footage of church assembly area.Additionally,a portion of Building "I" was being used for Sunday School, and required an additional 10 parking spaces for the Sunday School employees.This resulted in a total demand for 93 parking spaces, which was approved under CUP 10-09. With the addition of Building "C", the church's overall parking requirements will change only slightly.CUP 10-09 indicated that the children's attendance will not result in an increase in demand in church parking since these children will be driven to the facility by their parents who are attending the church assembly services concurrently, and required 10 parking spaces for the 10 Sunday school employees.The number of Sunday school employees will not change with the relocation to Building C,and therefore, the total number of parking spaces required for these employees will remain at 10 spaces.We have accounted for a small addition of 2,221 square feet of assembly space in Building "C",which has resulted in the demand for an additional 23 spaces.The total parking demand is as follows: PARKING REQUIREMENTS Facility Requirement Spaces Required Assembly (Building "I")1 space /5 seats 83 Sunday School Employees 1 space /employee 23 (Building "C") Assembly ("Building "C")1 space /100 sf 10 TOTAL 116 C3 Church North Campus 2 December 2016 Conditional Use Permit Amendment With a total of 273 parking spaces throughout the site, there is ample parking available on Sundays during church worship services,and joint use parking facilities were discussed and approved with CUP 10-09.The ability to share parking spaces across the entire subject site is acceptable to the property owner, and C3 Church has received permission to use the additional onsite parking spaces during evenings and weekends. C3 Church North Campus 3 December 2016 Conditional Use Permit Amendment Christian City Church (C3) San Diego North Campus Application for a Conditional Use Permit Amendment Project Description February 2017 This application is a request for an Amendment to an existing Conditional Use Permit (CUP 10- 09)that was approved by Planning Commission Resolution No. 6747 on January 5,2011.The amendment would allow Christian City Church San Diego -North Campus (C3 Church) to move their Sunday school facilities from the existing C3 Church building located in Building I,to Building C,located across the parking lot located at 2708 Gateway Road.C3 Church will continue to retain ownership of Building I,and will continue to operate worship services in this building. The project site is located within the Spectrum Flex office park within Planning Area 5 of the Bressi Ranch Master Plan.The General Plan Land Use designation for the site is Planned Industrial (PI) and the Zoning designation for the site is Planned Community (P-C), APN 213-263- 11.The project site is located on the north side of Gateway Road, east of El Fuerte Road and west of Melrose Drive.In addition to C3 Church, currently operating within this office park are an existing vet hospital (Bressi Ranch Pet Hospital),flooring showroom (Flooring America), aquatics center (Waterworks Aquatics), and fitness center (Fortis Fitness/YogaLux). The applicant is requesting to move the Sunday school facilities and operations from building "I" to building "C" (7,175 square feet) located across the parking lot.Tenant improvements to building "I" will include removing the existing kitchen, expanding the Women's restroom, and expanding the existing coffee bar.The existing Sunday school meeting rooms in building "I" will remain as classrooms used for other church activities and for the Teen Youth gatherings on Friday nights.Tenant improvements to building "C" include 4 classrooms,a children's activity space,a play area, coffee shop, storage facilities, volunteer area, and restrooms. Operational Plan Hours of Operation for Building "C" The C3 Church Sunday school will operate during the same hours as the Sunday church assembly services.The current scheduled hours of church assembly services are: Monday —Closed Tuesday —Closed Wednesday —Closed Thursday -Closed Friday —Teen Youth 7:00 —10:00 P.M. (200 people) Saturday —Closed Sunday —Sunday School: 8 AM-12 PM &5 PM -10 PM. *Church is closed except for special events such as Christmas Day. C3 Church North Campus 1 February 2017 Conditional Use Permit Amendment It is anticipated that 10 persons will staff the Sunday school facility, which is the same amount of employees accounted for in CUP 10-09.No new employees will be added, rather employees will move from Building "I" to Building "C". Parking The C3 Church will occupy two existing office/industrial buildings (Building "I"for Church Services and Building "C" for Sunday School) within the Spectrum Flex office park with a parking lot consisting of a total of 278 parking stalls.The parking demand for both buildings will be highest during worship services.These services will take place on Sundays, when the demand for parking spaces by existing uses on the site is very low. As is the case with many churches, the parking demand is significantly lower for the proposed use during typical weekday business hours,as typically only the office/administration space within the church will be utilized. Pursuant to the Parking Ordinance (Carlsbad Municipal Code Chapter 21.44), and CUP 10-09, the parking requirement for the church facility currently located in Building "I"is 1 space per 5 fixed seats, or 1 space per 100 square feet of assembly area (whichever is greater).The church assembly area was approved with 413 fixed seats, which required a total of 83 parking spaces. The existing parking for the Church will not change as the church is not adding additional seats/square footage of church assembly area.Additionally,a portion of Building "I" was being used for Sunday School, and required an additional 10 parking spaces for the Sunday School employees.This resulted in a total demand for 93 parking spaces, which was approved under CUP 10-09. With the addition of Building "C", the church's overall parking requirements will not change. CUP 10-09 indicated that the children's attendance will not result in an increase in demand in church parking since these children will be driven to the facility by their parents who are attending the church assembly services concurrently, and required 10 parking spaces for the 10 Sunday school employees.The number of Sunday school employees will not change with the relocation to Building C,and therefore, the total number of parking spaces required for these employees will remain at 10 spaces.The total parking demand is as follows: PARKING REQUIREMENTS Facility Requirement Spaces Required Assembly (Building "I")1 space /5 seats 83 Sunday School Employees 1 space /employee 10 (Building "C") TOTAL 93 C3 Church North Campus 2 February 2017 Conditional Use Permit Amendment With a total of 273 parking spaces throughout the site,there is ample parking available on Sundays during church worship services,and joint use parking facilities were discussed and approved with CUP 10-09.The ability to share parking spaces across the entire subject site is acceptable to the property owner, and C3 Church has received permission to use the additional onsite parking spaces during evenings and weekends. As described above, the proposed CUP Amendment for C3 Church will allow for the community serving church to adequately serve its members, with no additional parking demand. C3 Church North Campus 3 February 2017 Conditional Use Permit Amendment STORM WATERCtityofSTANDARDS Development Services Land Development Engineering Carlsbad QUESTIONNAIRE 1635 Faraday Avenue 760-602-2750E-34 www.cartsbadca.gov To address post-development pollutants that may be generated from development projects, the City requires that new development and significant redevelopment priority projects incorporate Permanent Storm Water Best Management Practices (BMP's) into the project design per the City's Standard Urban Stonmvater Management Plan (SUSMP). To view the SUSMP, refer to the Engineering Standards (Volume 4, Chapter 2). Initially this questionnaire must be completed by the applicant In advance of submitting for a development application (subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of storm water standards that must be applied to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'Standard Stonnwater Requirements' or be subject to additional criteria called 'Priority Development Project Requirements'.Many aspects of project site design are dependent upon the storm water standards applied to a project Your responses to the questionnaire represent an Initial assessment of the proposed project conditions and impacts.City staff has responsibility for making the final assessment after submission of the development application. if staff determines that the questionnaire was Incorrectly filled out and is subject to more stringent storm water standards than initially assessed by you, this will result in the return of the development application as incomplete. In this case, please make the changes to the questionnaire and resubmit to the City. If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the questions, please seek assistance from Land Development Engineering staff. A separate completed and signed questionnaire must be submitted for each new development application submission.Only one completed and signed questionnaire is required when multiple development applications for the same project are submitted concurrently. In addition to this questionnaire, you must also complete, sign and submit a Project Threat Assessment Form with construction permits for the project Please start by completing Step 1 and follow the Instructions.When completed, sign the form at the end and submit this with your application to the city. To determine if your project is a priority development project, please answer the following questions: YES NO 1.Is your project LIMITED TO constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria: (1) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non-erodible permeable areas; OR (2) designed and constructed to be hydraulically disconnected from Xpaved streets or roads; OR (3) designed and constructed with permeable pavements or surfaces In accordance with USEPA Green Streets guidance? 2.Is your project LIMITED TO retrofitting or redeveloping Sating paved alleys, streets, or roads that are Xdesigned and constructed In accordance with the USEPA Green Streets guidance? If you answered yes'to one or more of the above questions, then your project is NOT a priority development project and therefore is NOT subject to the storm water criteria required for priority development projects.Go to step 4, mark the last box stating "my project does not meet PDP requirements" and complete applicant Information. If you answered "no' to both questions, then go to Step 2. E-34 Page 1 of 3 Effective 6127/13 p.Development Services City of DISCLOSURE STATEMENT Planning Division Carlsbad P-1(A)1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal.Your project cannot be reviewed until this information is completed. Please print. 1.APPLICANT (Not the applicant's agent) Provide the COMPLETE,LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names,titles,addresses of all individuals owning more than 10%of the shares.IF NO INDIVIDUALS OWN MORE THAN 10%OF THE SHARES,PLEASE INDICATE NON-APPLICABLE (N/A)IN THE SPACE BELOW.If a publicly-owned corporation,include the names,titles,and addresses of the corporate officers.(A separate page may be attached if necessary.) Person Alicia Williams Corp/Part C3 Church Title Manager Title Address 2708 Gateway Road. Building I,Carlsbad, CA 92009 Address 2.OWNER (Not the owner's agent) Provide the COMPLETE,LEGAL names and addresses of ALL persons having any ownership interest in the property involved.Also,provide the nature of the legal ownership (i.e.,partnership,tenants in common,non-profit,corporation,etc.).If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares.IF NO INDIVIDUALS OWN MORE THAN 10%OF THE SHARES,PLEASE INDICATE NON-APPLICABLE (N/A)IN THE SPACE BELOW.If a publicly-owned corporation,include the names,titles,and addresses of the corporate officers.(A separate page may be attached if necessary.) Person Corp/Part C3 Center, LLC Title Title Address Address 7620 Balboa Avenue San Diego, CA 92111 P-1(A)Page 1 of 2 Revised 07/10 3.NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust C3 Church San Diego Non Profit/Trust Title 501 C3 Organization Title Address 7620 Balboa Avenue Address San Diego, CA 92111 4.Have you had more than $500 worth of business transacted with any member of City staff,Boards,Commissions,Committees and/or Council within the past twelve (12) months? riYes n No If yes, please indicate person(s): NOTE:Attach additional sheets if necessary. I certi that all e a e information is true and correct to best of m k wl dge. 7 e nature of wn da e Signature of applica date Alicia Williams, C3 Center, LLC Alicia Williams, C3 Church Print or type name of owner Print or type name of applicant a044444A104Signature of owner/applict's agent if applicable/date Brenna Weatherby, Howes, Weiler & Associates Print or type name of owner/applicant's agent P-1 (A)Page 2 of 2 Revised 07/10 HAZARDOUS WASTE Development Services(City of AND SUBSTANCES Planning Division Carlsbad STATEMENT 1635 Faraday Avenue (760) 602-4610 P-1(C)www.carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5,I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): 1:1 The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. The development project and any alternatives proposed in this application are contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT PROPERTY OWNER Name:C3 Center, LLC Name:C3 Center, LLC Address:2708 Gateway Road, Building I Address:7620 Balboa Avenue Carlsbad, CA 92009 San Diego, CA 92111 Phone Number:858-300-2581 Phone Number:858-300-2581 Address of Site:2708 Gateway Road, Building C, Carlsbad, CA 92009 Local Agency (City and County):City of Carlsbad, County of San Diego Assessor's book, page, and parcel number:213-263-11 Specify list(s):N/A Regulatory Identification Number:N/A Date of List:N/A W47_,Z42/•/0V/ia plicant Sig ature/a Prope y Owner S gn The Hazardous Waste and Substances Sites List (Cortese List)is used by the State,local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C)Page 1 of 2 Revised 02/13 EIA INFORMATION City of FORM Development Services Planning Division Carlsbad P-1(D)1635 Faraday Avenue (760) 602-4610 www.ca rlsbadca .gov INSTRUCTION SHEET FOR COMPLETING AN ENVIRONMENTAL IMPACT ASSESSMENT INFORMATION FORM This Environmental Information Form will be used to assist staff in determining what type of environmental documentation (i.e.,Environmental Impact Report,Mitigated Negative Declaration,Negative Declaration or Exemption)will be required to be prepared for your application,per the California Environmental Quality Act (CEQA)and Title 19 of Carlsbad's Municipal Code.The clarity and accuracy of the information you provide is critical for purposes of quickly determining the specific environmental effects of your project. Any environmental studies (i.e.,biological,cultural resource,traffic,noise)that are necessary to substantiate a "no impact"or "yes impact"determination should be submitted as an attachment to this Environmental Information Form.This is especially important when a Negative Declaration is being sought.The more information provided in this form,the easier and quicker it will be for staff to complete the Environmental Impact Assessment Form —Initial Study. P-1(D)Page 1 of 4 Revised 07/10 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed:(To be completed by City) Application Number(s): General Information 1.Name of project:C3 Church Sunday School Expansion 2.Name of developer or project sponsor:C3 Center, LLC Address:7620 Balboa Avenue City, State, Zip Code:San Diego, CA 92111 Phone Number:858-300 -2581 3.Name of person to be contacted concerning this project:Alicia Williams Address:7620 Balboa Avenue City, State, Zip Code:San Diego, CA 92111 Phone Number:858-300-2581 4.Address of Project:2708 Gateway Road, Carlsbad, CA 92009 Assessor's Parcel Number:213-263-11 5.List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: N/A 6.Existing General Plan Land Use Designation:PI (Planned Industrial) 7.Existing zoning district:P -C (Planned Community) 8.Existing land use(s):Light industrial, office and commercial 9.Proposed use of site (Project for which this form is filed):Relocation and expansion of Sunday School services operated by C3 Church San Diego North Campus Project Description 10.Site size: 11.Proposed Building square footage:7,175 square feet 12:Number of floors of construction:1 13.Amount of off-street parking provided:26 parking spaces (3.60/1 ,000 sf) 14.Associated projects:C3 Church San Diego North Campus (2716 Gateway Road) P-1(D)Page 2 of 4 Revised 07/10 15.If residential, include the number of units and schedule of unit sizes:N/A 16.If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities:N/A 17.If industrial, indicate type, estimated employment per shift, and loading facilities:N/A 18.If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project:Project includes interior improvements at 2708 Gateway Road, to allow C3 Church San Diego North Campus to expand Sunday School facilities and provide better facilities for church families. 19.If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required:An amendment of an approved Conditional Use Permit (CUP 10-09) is required in order to allow C3 Church to relocate and operate Sunday School facilities in the building located at 2708 Gateway Road. P-1(D)Page 3 of 4 Revised 07/10 Are the following items applicable to the project or its effects?Discuss all items checked yes (attach additional sheets as necessary). Yes No 20.Change in existing features of any bays, tidelands, beaches, or hills, or substantial I=1 alteration of ground contours. 21.Change in scenic views or vistas from existing residential areas or public lands or roads. 22.Change in pattern, scale or character of general area of project. 23.Significant amounts of solid waste or litter. 24.Change in dust, ash, smoke, fumes or odors in vicinity. 25.Change in ocean,bay,lake,stream or ground water quality or quantity,or alteration of existing drainage patterns. 26.Substantial change in existing noise or vibration levels in the vicinity. 27.Site on filled land or on slope of 10 percent or more. 28.Use of disposal of potentially hazardous materials,such as toxic substances, flammables or explosives. 29.Substantial change in demand for municipal services (police, fire, water, sewage, etc.). 30.Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). 31.Relationship to a larger project or series of projects. Environmental Setting Attach sheets that include a response to the following questions: 32.Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects.Describe any existing structures on the site, and the use of the structures.Attach photographs of the site.Snapshots or Polaroid photos will be accepted. 33.Describe the surrounding properties,including information on plants and animals and any cultural, historical or scenic aspects.Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height,frontage,set-back,rear yard,etc.).Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the.fac statements, and information presented are true and correct to the best of my kno -dge an.. SIPDate:1117 /<-;Signature: For:i„L ,IAsr P-1(D)Page 4 of 4 Revised 07/10 ty of STORM WATER STANDARDS Development Services Land Development Engineering Carl bad QUESTIONNAIRE 1635 Faraday Avenue 760-602-2750E-34 www.carlsbadca.gov To address post-development pollutants that may be generated from development projects, the City requires that new development and significant redevelopment priority projects incorporate Permanent Storm Water Best Management Practices (BMP's) into the project design per the City's Standard Urban Stormwater Management Plan (SUSMP). To view the SUSMP, refer to the Engineering Standards (Volume 4, Chapter 2). Initially this questionnaire must be completed by the applicant in advance of submitting for a development application (subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of storm water standards that must be applied to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'Standard Stormwater Requirements'or be subject to additional criteria called 'Priority Development Project Requirements'.Many aspects of project site design are dependent upon the storm water standards applied to a project. Your responses to the questionnaire represent an initial assessment of the proposed project conditions and impacts.City staff has responsibility for making the final assessment after submission of the development application. If staff determines that the questionnaire was incorrectly filled out and is subject to more stringent storm water standards than initially assessed by you, this will result in the return of the development application as incomplete. In this case, please make the changes to the questionnaire and resubmit to the City. If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the questions,please seek assistance from Land Development Engineering staff. A separate completed and signed questionnaire must be submitted for each new development application submission.Only one completed and signed questionnaire is required when multiple development applications for the same project are submitted concurrently. In addition to this questionnaire, you must also complete, sign and submit a Project Threat Assessment Form with construction permits for the project. Please start by completing Step 1 and follow the instructions.When completed,sign the form at the end and submit this with your application to the city. To determine if your project is a priority development project, please answer the following questions: YES NO 1.Is your project LIMITED TO constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria: (1) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non-erodible permeable areas; OR (2) designed and constructed to be hydraulically disconnected from Xpaved streets or roads; OR (3) designed and constructed with permeable pavements or surfaces in accordance with USEPA Green Streets guidance? 2.Is your project LIMITED TO retrofitting or redeveloping existing paved alleys, streets, or roads that are Xdesigned and constructed in accordance with the USEPA Green Streets guidance? If you answered "yes" to one or more of the above questions, then your project is NOT a priority development project and therefore is NOT subject to the storm water criteria required for priority development projects.Go to step 4, mark the last box stating "my project does not meet PDP requirements" and complete applicant information. If you answered "no" to both questions, then go to Step 2. E-34 Page 1 of 3 Effective 6/27/13 STORM WATER(City of STANDARDS Development Services Land Development Engineering VarLsbad QUESTIONNAIRE E-34 1635 Faraday Avenue 760-602-2750 www.carlsbadca.gov To determine if your project is a priority development project, please answer the following questions:YES NO 1.Is your project a new development that creates 10,000 square feet or more of impervious surfaces collectively over the entire project site?This includes commercial,industrial,residential,mixed-use,and public X development projects on public or private land. 2.Is your project creating or replacing 5,000 square feet or more of impervious surface collectively over the entire project site on an existing site of 10,000 square feet or more of impervious surface?This includes commercial,X industrial, residential, mixed-use, and public development projects on public or private land. 3.Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entire project site and supports a restaurant?A restaurant is a facility that sells prepared Xfoods and drinks for consumption, including stationary lunch counters and refreshment stands selling prepared foods and drinks for immediate consumption. 4.Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entire project site and supports a hillside development project?A hillside development project includes development on any natural slope that is twenty-five percent or greater.X 5.Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entire project site and supports a parking lot.A parking lot is a land area or facility for the X temporary parking or storage of motor vehicles used personally for business or for commerce. 6.Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entire project site and supports a street, road, highway freeway or driveway?A street, road,highway,freeway or driveway is any paved impervious surface used for the transportation of X automobiles, bucks, motorcycles, and other vehicles. 7.Is your project a new or redevelopment project that creates or replaces 2,500 square feet or more of impervious surface collectively over the entire site, and discharges directly to an Environmentally Sensitive Area (ESA)?"Discharging Directly to" includes flow that is conveyed overland a distance of 200 feet or less from the project to the ESA, or conveyed in a pipe or open channel any distance as an isolated flow from the X project to the ESA (Le.not commingles with flows from adjacent lands).* 8.Is your project a new development that supports an automotive repair shop?An automotive repair shop is a facility that is categorized in any one of the following Standard Industrial Classification (SIC)codes:5013,X 5014, 5541, 7532-7534, or 7536-7539. 9.Is your project a new development that supports a retail gasoline outlet (RGO)?This category includes RGO's that meet the following criteria: (a) 5,000 square feet or more or (b) a project Average Daily Traffic (AD1) of X 100 or more vehicles per day. 10.1s your project a new or redevelopment project that results in the disturbance of one or more acres of land and are expected to generate pollutants post construction?X 11.1s your project located within 200 feet of the Pacific Ocean and (1)creates 2,500 square feet or more of impervious surface or (2) increases impervious surface on the property by more than 10%?X If you answered "yes" to one or more of the above questions, you ARE a priority development project and are therefore subject to implementing structural Best Management Practices (BMP's)in addition to implementing Standard Storm Water Requirements such as source control and low impact development BMP's.A Storm Water Management Plan (SWMP) must be submitted with your application(s) for development.Go to step 3 for redevelopment projects.For new projects, go to step 4 at the end of this questionnaire, check the "my project meets PDP requirements" box and complete applicant information. If you answered "no"to all of the above questions,you ARE NOT a priority development project and are therefore subject to implementing only Standard Storm Water Requirements such as source control and low impact development BMP's required for all development projects.A Storm Water Management Plan (SWMP) is not required with your application(s) for development.Go to step 4 at the end of this questionnaire, check the "my project does not meet PDP requirements"box and complete applicant Information. E-34 Page 2 of 3 Effective 6/27/13 __.STORM WATER(City of STANDARDS Development Services Land Development Engineering ?arlsbad QUESTIONNAIRE E-34 1635 Faraday Avenue 760-602-2750 www.carlsbadca.gov Complete the questions below regarding your redevelopment project:YES NO _ Does the redevelopment project result in the creation or replacement of impervious surface in an amount of less than 50% of the surface area of the previously existing development? If you answered "yes," the structural BMP's required for Priority Development Projects apply only to the creation or replacement of impervious surface and not the entire development.Go to step 4, check the "my project meets PDP requirements" box and complete applicant information. If you answered 'no," the structural BMP's required for Priority Development Projects apply to the entire development.Go to step 4, check the "my project meets PDP requirements" box and complete applicant information. U My project meets PRIORITY DEVELOPMENT PROJECT (PDP) requirements and must comply with additional stormwater criteria per the SUSMP and I understand I must prepare a Storm Water Management Plan for submittal at time of application. I understand flow control (hydromodification) requirements may apply to my project. Refer to SUSMP for details. IM My project does not meet PDP requirements and must only comply with STANDARD STORMWATER REQUIREMENTS per the SUSMP. As part of these requirements,I will incorporate low impact development strategies throughout my project. Applicant Information and Signature Box Address:Accessor's Parcel Number(s): 2708 Gateway Road, Building C, Carlsbad, CA 92009 213-263-03 Applicant Name:.Applicant Title:C3 C4urch, .otApplicant Signature./ 1"1" ./Date: 1 ;4.71 1ii7 //6.(7'i 1 This Box for City Use Only City Concurrence:YES NO By: Date: Project ID: ..___ 'Environmentally Sensitive Areas include but are not limited to all Clean Water Act Section 303(d) impaired water bodies; areas designated as Areas of Special Biological Significance by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); water bodies designated with the RARE beneficial use by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); areas designated as preserves or their quivalent under the Multi Species Conservation Program within the Cities and County of San Diego; and any other equivalent environmentally sensitive areas which have been identified by the Copermittees. E-34 Page 3 of 3 Effective 6/27/13 , ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows: 1.The name of the limited liability company is: C3 Center,LLC 2.A. The name ofthe limited liability company's initial registered agent is: Stephen D. Lentz B. The registered agent is an INDIVIDUAL who is a resident ofVirginia and a member ofthe Virginia State Bar. 3 The limited liability company's initial registered office address, including the street and number,if any, which is identical to the business office ofthe initial registered agent, is 448 Viking Drive, Suite 170,Virginia Beach,VA 23452, which is physically located in the city of Virginia Beach. 4. The limited liability company's principal office address,including the street and number, is 448 Viking Drive, Suite 170,Virginia Beach,VA 23452. Or; "zer: 41 itt .Ge"--4 Je .oombs ni Date 7 -a. ci -V) Admission of Christian City Church San Diego as the Sole Member of C3 Center, LLC August 3, 2010 Pursuant to the terms of Section 13.1-1038.1 ofthe Code ofVirginia, the undersigned, Christian City Church San Diego and Jeffery M. Coombs, the organizer of C3 Center, LLC, a Virginia limited liability company, take the following action: WHEREAS, C3 Center, LLC has no members as ofthe commencement ofits existence under §13.1-1004 ofthe Code ofVirginia; Christian City Church San Diego is hereby admitted as the sole member ofC3, LLC without making a contribution or being obligated to make a contribution to the limited liability company. This document was executed and delivered by the undersigned to the Company, and the actions taken hereby are effective,as of the date specified above. Christian City Church San Diego BY'hij.(lf•tZt1/4-. Its:Uorperrad.Setrelrad-- etliiv_i SkIL Coaje- Jeff .Cilombs,orpruzer, ofC3 Center,LLC C3 Center,LLC OPERATING AGREEMENT C3 CENTER, LLC OPERATING AGREEMENT This OPERATING AGREEMENT (the "Agreement") is made as ofAugust 3, 2010, by and between Christian City Church San Diego and C3 Center, LLC (the "Company"),a Virginia limited liability company. RECITALS A.The Company has been organized as a limited liability company under the laws of the Commonwealth of Virginia effective as ofthe date hereof. B.The undersigned parties desire to set forth the terms and conditions on which the management, business, and financial affairs of the Company shall be conducted as set forth below. ANY INTEREST EVIDENCED'BY THIS AGREEMENT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,BUT HAS BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED.FURTHER, THE INTEREST HAS NOT BEEN REGISTERED WITH THE VIRGINIA STATE CORPORATION COMMISSION OR WITH ANY OTHER REGULATORY AUTHORITY OF ANY OTHER STATE OR JURISDICTION.ACCORDINGLY,THE SALE,TRANSFER,PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY OF THE INTEREST IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND AN APPLICABLE REGISTRATION STATEMENT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT A REGISTRATION STATEMENT IS UNNECESSARY. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, covenants, and conditions herein contained, the parties do hereby covenant and agree as follows: ARTICLE I Formation 1.1.Formation.The Member acknowledges the formation ofthe Company upon the filing of Articles ofOrganization with the Virginia State Corporation Commission and its issuance of a Certificate of Organization on August 3, 2010. 1 1.2.Name.The name ofthe Company is: C3 Center, LLC 1.3.Purpose and Powers.The Company has been formed for the purpose of engaging in any lawful business, purpose, or activity (1) not prohibited by the Articles of Organization and (2) approved by the Member.The Company is organized (i) to receive, maintain and administer assets in perpetuity exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of §501(c)(3)ofthe Internal Revenue Code of 1986, as amended (or any corresponding future internal revenue law of the United States) and the Regulations issued thereunder; and (ii)to use and apply the whole or any part ofthe principal and income therefrom for such purposes either directly or by contributions to other organizations that qualify as exempt organizations. The Company shall have and may exercise all powers and authority now or hereafter conferred upon limited liability companies under the laws ofVirginia.However, no part ofits net earnings shall inure to the benefit of any private individual, except that reasonable compensation may be paid for services rendered to or for the Company that further one or more ofthe Company's purposes.No private individual shall be entitled to share in the distribution of any Company assets upon its dissolution. No part ofthe activities or net earnings ofthe Company shall be for the carrying on of propaganda or otherwise attempting to influence legislation (except as and to the extent permitted by the provisions ofthe Internal Revenue Code and Regulations,for organizations exempt from Federal income taxes pursuant to §501(c)(3)ofthe Code). The Company shall not participate in or intervene in (including the publishing or distribution ofstatements) any political campaign on behalf of any candidate for public office. The Company shall not carry on any activities not permitted to be carried on by a company that (i) is exempt from Federal income tax under §501(a) or 501(c)(3)ofthe Code or (ii) receives contributions that are deductible under §§ 170(c)(2), 2055(aX2) or (3), and 2522(a)(2) or (3)ofthe Code. 1.4.Term.The term ofthe Company shall begin on the date ofissuance of the Certificate of Organization for the Company by the Virginia State Corporation Commission and shall continue until dissolved and canceled in accordance with the Act and this Agreement. 1.5.Counsel.The Member hereby ratifies and affirms the Company's retention of Stephen D.Lentz and Associates,PLC as counsel in connection with the formation and organization ofthe Company. 2 ARTICLE II Defmitions Terms defined elsewhere in the text of this Agreement shall have the meanings ascribed to them in the text.Otherwise,as used in this Agreement: "Act"means the Virginia Limited Liability Company Act, Virginia Code Sections 13.1-1000, et seq. "Affiliate"(or "Controlling Person")means any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. "Agreement" means this Operating Agreement,as initially executed,or as amended from time to time,as the context may require. "Code" means the Internal Revenue Code of 1986,as amended,and any successor statute. "Liquidator" means the Manager or,if there is none at the time in question, such other Person who is appointed in accordance with applicable law to take all actions related to winding up ofthe Company's business and distribution of the Company's assets. "Manager" means the person designated as Manager of the Company from time to time in accordance with the provisions of Section 5.1. "Member" means Christian City Church San Diego "Person"means an individual,corporation (stock or nonstock),unincorporated association (profit or nonprofit), business trust, estate, partnership, limited liability company, trust, or two or more persons having a joint or common economic interest. ARTICLE III Member; Member Loans 3.1 Member.The Member is Christian City Church San Diego, whose address is 5838 Edison Place, Suite 100, Carlsbad, CA 92008. 3.2 Member Loans.If the Company requires funds for any Company purpose,then,subject to the provisions of Section 5.2 of this Agreement,it may borrow needed funds from the Member or any other Person for such period of time and on such terms as the Manager and the lender may agree,and at a then prevailing rate of interest for comparable loans; provided, however, that loans made to the Company by a Member or an 3 Affiliate of a Member shall bear interest from time to time at an annual rate equal to the greater of:(i)the rate paid from time to time by the lending Member or Affiliate for such funds, or (ii)2% per annum in excess of the rate of interest reported by the Federal Reserve Bank ofNew York as the prime rate. ARTICLE IV Distribution Upon Liquidation of the Company Any distribution made upon liquidation ofthe Company shall be made as follows and in the following order of priority: (a)First, to the payment of debts and liabilities of the Company to the extent required (including all expenses ofthe Company incident to any such liquidation of the Company), other than loans or other debts and liabilities of the Company to Members or any Affiliates of Members); (b)Second,to the creation of any reserves that the Liquidator deems reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Company; (c)Third, to the repayment of any =repaid loans theretofore made by the Member to the Company for Company obligations, and to the payment of any other debts and liabilities ofthe Company to the Member or any Affiliates ofthe Member; and (d)Fourth, the balance,if any, to the Member, an organization organized and operated exclusively for religious, charitable, scientific, literary or educational purposes. Any such assets not so disposed ofshall be disposed of by the Circuit Court ofthe City or County in which the registered office ofthe Company is then located, exclusively for religious, charitable, scientific, literary or educational purposes or to such organization or organizations that are organized and operated exclusively for such purposes,as said Court shall determine. ARTICLE V Management of Company 5.1.Management. (a)The Company shall initially be managed by its Manager.However, the Member may elect, in accordance with the provisions of this Agreement and the Act, to be managed by the Member.The Member acknowledges and agrees that Alicia Williams is the initial Manager of the Company. 4 (b)The Member has the authority to exercise any and all rights or powers of the Company and to do all lawful acts and things as are not by the Act or this Agreement delegated, directed or required to be exercised or done by the Manager. (c)Except to the extent provided for in this Agreement, the Manager shall have the fiduciary duty of loyalty and care similar to those of directors and officers of business corporations organized under the Virginia Stock Corporation Act. 5.2.Management by Member-Delegation ofMember's Authority. (a)In accordance with Section 5.1 of this Agreement, the Member may elect to delegate to itself the rights and powers to manage and control the business and affairs ofthe Company. (b)The Member may appoint or employ such agents or employees as the Member may deem necessary or advisable, each of which agents or employees shall have such authority and perform such duties as are provided in this Agreement or as the Member may from time to time determine. 5.3.Management by Manager. (a)Subject to the provisions of Sections 5.1 and 5.2 ofthis Agreement, the operation of the Company shall be managed by,and the responsibility for managing the business and affairs of the Company chap be delegated to, a Person appointed by the Member as Manager. (b)The Manager will continue to serve until replaced by the Member, unless sooner removed by (i) operation of law; (ii) order or decree of any court of competent jurisdiction; or (iii) voluntary resignation. (c)Upon resignation or removal of the Manager, until a new Manager is appointed by the Member, management of the Company shall revert to and be vested in the Member. (d)The Manager shall exercise his/her best efforts to promote and protect the interests of the Company,and shall devote such time and attention as is reasonably necessary and appLoiniate to discharge such obligations. (e)The Manager may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Company, which Person may perform such acts or services for the Company as the Manager may approve; provided. however, that in all events such Person shall be subject to the Manager's supervision and control, and the Manager shall remain liable to the Company and the Member for the proper discharge ofhis/her duties as delegated in the same manner and to the same extent as though no such delegation had occurred. 5 ARTICLE VI Indemnification 6.1.Indemnification of Member and Manager.Except as provided in Section 6.3, every Person who was or is a party, or who is threatened to be made a party, to any pending, completed or impending action,suit or proceeding of any kind,whether civil,criminal, administrative, arbitrative or investigative (whether or not by or in the right of the Company) by reason of being or having been a Manager or Member of the Company shall be indemnified by the Company against all expenses (including attorneys'fees),judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually incurred by him or it incidental to or resulting from such action, suit or proceeding, to the fullest extent permitted under the Act, without limiting any other indemnification rights to which he or it otherwise may be entitled.The Company may, but shall not be required to, purchase insurance on behalf of such Person against liability asserted against or incurred by him or it in his or its capacity as a Manager or Member, whether or not the Company would have authority to indemnify him or it a •ainst the same liability under the provisions of this Section 6.1 or the Act. 6.2.Liability Limitation.Except as otherwise expressly provided in this Agreement,neither the Member nor Manager shall have liability to the Company for monetary damages resulting from a single transaction,occurrence or isolated course of conduct that does not constitute willful wrongdoing or intentional disregard of the terms of this Agreement,it being the intent and purpose of this Section 6.2 that neither the Manager nor Member incur liability for errors made in the exercise of good faith judgment and as a result of actions that the Manager or Member reasonably believed to be in, or not opposed to, the best interests ofthe Company. 6.3.Qualification of Indemnification and Liability Limitation.The indemnification rights and limitations on liabilities set forth in Sections 6.1 and 6.2 shall not apply to claims based upon any willful misconduct,intentional breach or disregard of the terms of this Agreement or knowing violation of criminal law, nor shall such indemnification rights and limitations on liabilities preclude the Company or the Member from recovery for any loss or damage otherwise covered under any insurance policy or fidelity bonding.Nothing herein shall be deemed to prohibit or limit the Company's right to pay, or obtain insurance covering, the costs (including attorneys' fees) to defend an indemnitee, Member, or Manager against any such claims, subject to a full reservation of rights to reimbursement in the event of a final adjudication adverse to such indemnitee, Member or Manager. 6.4.Advances for Expenses.Expenses (including attorneys' fees) incurred by or in respect of any such person in connection with any such action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, may be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking by, or on behalf of such Person to repay such amount, unless it shall ultimately be determined that he or it is 6 entitled to be indemnified by the Company,in which case reimbursement shall not be required. 6.5.Elimination of Liability.The Member acknowledges,agrees and desires that the liability of any Member or Manager to the Company shall be eliminated, to the maximum extent possible, pursuant to Virginia Code Section 13.1-1025,as amended.The provisions of this Article are in addition to,and not in substitution for, any other right to indemnity to which any Person who is or may be indemnified by or pursuant to this Article may otherwise be entitled, and the powers otherwise accorded by law to the Company to indemnify any such Person and to purchase and maintain insurance on behalf of any such Person against any liability asserted against or incurred by him or it in any capacity referred to in this Article or arising from his or its status as serving or having served in any such capacity (whether or not the Company would have the power to indemnify against such liability). ARTICLE VII Dissolution 7.1.Events Resulting in Dissolution.The Company will be dissolved upon the occurrence of any ofthe following: (a)Election to dissolve by the Member, (b)When so determined in accordance with other specific provisions of this Agreement; or (c)As otherwise required by the Act. 7.2.Winding Up and Distribution. (a)Upon the dissolution of the Company pursuant to Section 7.1,the Company's business shall be wound up and its assets liquidated by the Liquidator as provided in this Section 7.2, and the net proceeds of such liquidation shall be distributed in accordance with Article IV. (b)The Liquidator shall file all certificates and notices of the Company's dissolution required by law.The Liquidator shall sell and otherwise liquidate the Company's assets without unnecessary delay; provided. however, that to the extent undue loss to the Member would result from immediate sale of any Company assets, the Liquidator may defer liquidation of such assets for a reasonable time,unless prohibited by the Act, or unless proceeds of liquidation are required to satisfy the Company's debts and liabilities to Persons other than the Member and Affiliates of the Member.Upon the complete liquidation of the Company's assets and distribution to the Member,it shall cease to be the Member of the Company, and the Liquidator shall execute, acknowledge and cause to be filed all certificates and notices required by law to terminate the existence ofthe Company. 7 (c)Promptly following the Company's dissolution,the Liquidator shall furnish to the Member a statement setting forth the assets and liabilities of the Company. Promptly following the complete liquidation and distribution of the Company's assets,the Liquidator shall furnish to the Member a statement of account for the liquidation and distribution of the Company's assets. ARTICLE VIII Miscellaneous 8.1.Books and Records.At all times during the term of the Company,the Manager,if any, shall keep, or cause to be kept,full and faithful books of account, records and supporting documents,which shall reflect,completely,accurately and in reasonable detail, each transaction of the Company (including, without limitation, transactions with the Member and Affiliates of the Member).The books ofaccount, records and all documents and other writings of the Company shall be kept and maintained at the principal office of the Company. The Member or its designated representative shall have access to such financial books, records and documents and may inspect and make copies of any of them at its own expense.The Member shall cause the Company to keep at its principal office, or the office of its duly appointed registered agent, the following: (a)The last known business address ofthe Member; (b)A copy of the Company's Articles of Organization and Certificate of Organization and all Articles ofAmendment and Certificates ofAmendment; (c)A copy of this Agreement,as amended, and of all financial statements ofthe Company for the three most recent years. 8.2.Fiscal Year.The fiscal year ofthe Company shall be the calendar year. 8.3.Amendment.This Agreement may be modified or amended only by a written instrument 8.4.Enforceability and Severability.The waiver by any party to this Agreement of a breach ofany provision ofthis Agreement will not operate or be construed as a waiver of any subsequent breach by any party.If any term or provision of this Agreement or the application thereof to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remainder ofthis Agreement and the application ofsuch term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 8 8.5.Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together will constitute one instrument, binding upon all parties hereto, notwithstanding that all of such parties may not have executed the same counterpart. 8.6.Governing Law.This Agreement shall be construed and enforced in accordance with the laws ofthe Commonwealth ofVirginia, without reference to its conflicts oflaws rules. 8.7.Pronouns and Plurals.All pronouns used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons may require in the context, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa, whichever the context may require. 8.8.Entire Agreement.This Agreement contains the entire understanding between the parties hereto.There are no representations, agreements, arrangements or understandings, oral or written, among the parties relating to the subject matter ofthis Agreement that are not fully expressed in this Agreement. 8.9.Effective Date.This Agreement is hereby effective as of that date first specified above. This Agreement was executed by the undersigned parties as ofAugust 3, 2010. MEMBER: Christian City Church San Diego BY//_1 ITS:C:brerr_.A.Sean COMPANY: C3 Center,LLC BY: icia Williams, Manager 9 Form No.1402.06 Policy Page 1 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O 1100302P050600 ti 41 OWNER'S POLICY OF TITLE INSURANCE ISSUED BY First American Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS police power not covered by Covered Risk 5 if a notice of the FROM COVERAGE CONTAINED IN SCHEDULE B AND THE enforcement action, describing any part of the Land,is recorded CONDITIONS,FIRST AMERICAN TITLE INSURANCE COMPANY,a in the Public Records, but only to the extent of the enforcement Nebraska corporation (the "Company")insures,as of Date of Policy referred to in that notice. and,to the extent stated in Covered Risks 9 and 10,after Date of 7.The exercise of the rights of eminent domain if a notice of the Policy,against loss or damage,not exceeding the Amount of exercise,describing any part of the Land,is recorded in the Insurance, sustained or incurred by the Insured by reason of:Public Records. 1.Title being vested other than as stated in Schedule A.8.Any taking by a governmental body that has occurred and is 2.Any defect in or lien or encumbrance on the Title. This Covered binding on the rights of a purchaser for value without Knowledge. Risk includes but is not limited to insurance against loss from 9.Title being vested other than as stated in Schedule A or being (a)A defect in the Title caused by defective (i)forgery,fraud,undue influence,duress,incompetency,(a)as a result of the avoidance in whole or in part, or from a incapacity, or impersonation;court order providing an alternative remedy, of a transfer of (ii)failure of any person or Entity to have authorized a all or any part of the title to or any interest in the Land transfer or conveyance;occurring prior to the transaction vesting Title as shown in (iii)a document affecting Title not properly created,Schedule A because that prior transfer constituted a executed, witnessed, sealed, acknowledged, notarized, or fraudulent or preferential transfer under federal bankruptcy, delivered;state insolvency, or similar creditors' rights laws; or (iv) failure to perform those acts necessary to create a (b)because the instrument of transfer vesting Title as shown in document by electronic means authorized by law;Schedule A constitutes a preferential transfer under federal (v)a document executed under a falsified,expired,or bankruptcy, state insolvency, or similar creditors' rights laws otherwise invalid power of attorney;by reason of the failure of its recording in the Public Records (vi)a document not properly filed,recorded,or indexed in (i)to be timely, or the Public Records including failure to perform those acts (ii)to impart notice of its existence to a purchaser for value by electronic means authorized by law; or or to a judgment or lien creditor. (vii)a defective judicial or administrative proceeding.10.Any defect in or lien or encumbrance on the Title or other matter (b)The lien of real estate taxes or assessments imposed on the included in Covered Risks 1 through 9 that has been created or Title by a governmental authority due or payable, but unpaid.attached or has been filed or recorded in the Public Records (c)Any encroachment,encumbrance,violation,variation,or subsequent to Date of Policy and prior to the recording of the adverse circumstance affecting the Title that would be deed or other instrument of transfer in the Public Records that disclosed by an accurate and complete land survey of the vests Title as shown in Schedule A. Land.The term "encroachment" indudes encroachments of existing improvements located on the Land onto adjoining The Company will also pay the costs, attorneys' fees, and expenses land,and encroachments onto the Land of existing incurred in defense of any matter insured against by this policy, but improvements located on adjoining land.only to the extent provided in the Conditions. 3.Unmarketable Title. 4.No right of access to and from the Land.First American Title Insurance Company 5.The violation or enforcement of any law,ordinance,permit,or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a)the occupancy, use, or enjoyment of the Land; (b)the character,dimensions,or location of any improvement erected on the Land; (c)the subdivision of land; or Dennis J. Gilmore (d)environmental protection President if a notice,describing any part of the Land,is recorded in the APublicRecordssettingforththeviolationorintentionto enforce, but only to the extent of the violation or enforcement referred to in that notice.Jeffrey S. Robinson6.An enforcement action based on the exercise of a governmental Secretary Form No. 1402.06 .....Policy Page 2 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O EXCLUSIONS FROM COVERAGE (ii)With regard to (A),(B),(C),and (D)reserving,however,all rights The following matters are expressly excluded from the coverage of this policy, and and defenses as to any successor that the Company would have had the Company will not pay loss or damage, costs, attorneys' fees, or expenses that against any predecessor Insured. arise by reason of:(e)"Insured Claimant": An Insured claiming loss or damage. 1.(a)Any law,ordinance,permit,or governmental regulation (including those (f)"Knowledge"or "Known":Actual knowledge,not constructive knowledge relating to building and zoning)restricting,regulating,prohibiting,or or notice that may be imputed to an Insured by reason of the Public relating to Records or any other records that impart constructive notice of matters (i)the occupancy, use, or enjoyment of the Land;affecting the Title. (ii) the character, dimensions, or location of any improvement erected on (g)"Land": The land described in Schedule A, and affixed improvements that the Land;by law constitute real property.The term "Land" does not include any (iii)the subdivision of land; or property beyond the lines of the area described in Schedule A,nor any (iv)environmental protection;right,title,interest,estate,or easement in abutting streets,roads, or the effect of any violation of these laws,ordinances,or governmental avenues,alleys,lanes,ways,or waterways,but this does not modify or regulations. This Exclusion 1(a) does not modify or limit the coverage provided limit the extent that a right of access to and from the Land is insured by under Covered Risk 5.this policy. (b)Any governmental police power.This Exclusion 1(b)does not modify or (h)"Mortgage":Mortgage,deed of trust,trust deed,or other security limit the coverage provided under Covered Risk 6.instrument,including one evidenced by electronic means authorized by 2.Rights of eminent domain.This Exclusion does not modify or limit the law. coverage provided under Covered Risk 7 or 8.(i)"Public Records":Records established under state statutes at Date of 3.Defects, liens, encumbrances, adverse claims, or other matters Policy for the purpose of imparting constructive notice of matters relating (a)created, suffered, assumed, or agreed to by the Insured Claimant;to real property to purchasers for value and without Knowledge.With (b)not Known to the Company, not recorded in the Public Records at Date of respect to Covered Risk 5(d),"Public Records"shall also include Policy,but Known to the Insured Claimant and not disclosed in writing to environmental protection liens filed in the records of the clerk of the the Company by the Insured Claimant prior to the date the Insured United States District Court for the district where the Land is located. Claimant became an Insured under this policy;(j)"Title": The estate or interest described in Schedule A. (c)resulting in no loss or damage to the Insured Claimant;(k)"Unmarketable Title": Title affected by an alleged or apparent matter that (d)attaching or created subsequent to Date of Policy (however, this does not would permit a prospective purchaser or lessee of the Title or lender on modify or limit the coverage provided under Covered Risks 9 and 10); or the Title to be released from the obligation to purchase,lease,or lend if (e)resulting in loss or damage that would not have been sustained if the there is a contractual condition requiring the delivery of marketable title. Insured Claimant had paid value for the Title. 4.Any claim,by reason of the operation of federal bankruptcy, state insolvency,2.CONTINUATION OF INSURANCE or similar creditors' rights laws, that the transaction vesting the Title as shown The coverage of this policy shall continue in force as of Date of Policy in favor in Schedule A, is of an Insured,but only so long as the Insured retains an estate or interest in the (a)a fraudulent conveyance or fraudulent transfer; or Land,or holds an obligation secured by a purchase money Mortgage given by a (b)a preferential transfer for any reason not stated in Covered Risk 9 of this purchaser from the Insured,or only so long as the Insured shall have liability by policy.reason of warranties in any transfer or conveyance of the Title. This policy shall not 5.Any lien on the Title for real estate taxes or assessments imposed by continue in force in favor of any purchaser from the Insured of either (i)an estate governmental authority and created or attaching between Date of Policy and or interest in the Land, or (ii)an obligation secured by a purchase money Mortgage the date of recording of the deed or other instrument of transfer in the Public given to the Insured. Records that vests Title as shown in Schedule A. •3.NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT CONDITIONS The Insured shall notify the Company promptly in writing (i)in case of any 1.DEFINITION OF TERMS litigation as set forth in Section 5(a)of these Conditions,(ii)in case Knowledge The following terms when used in this policy mean:shall come to an Insured hereunder of any claim of title or interest that is adverse (a)"Amount of Insurance":The amount stated in Schedule A,as may be to the Title,as insured,and that might cause loss or damage for which the increased or decreased by endorsement to this policy,increased by Company may be liable by virtue of this policy,or (iii) if the Title,as insured,is Section 8(b), or decreased by Sections 10 and 11 of these Conditions.rejected as Unmarketable Title.If the Company is prejudiced by the failure of the (b)"Date of Policy": The date designated as "Date of Policy"in Schedule A.Insured Claimant to provide prompt notice, the Company's liability to the Insured (c)"Entity":A corporation,partnership,trust,limited liability company,or Claimant under the policy shall be reduced to the extent of the prejudice. other similar legal entity. (d)"Insured": The Insured named in Schedule A.4.PROOF OF LOSS (i)The term "Insured" also includes In the event the Company is unable to determine the amount of loss or (A)successors to the Title of the Insured by operation of law as damage, the Company may,at its option,require as a condition of payment that distinguished from purchase, induding heirs, devisees, survivors,the Insured Claimant furnish a signed proof of loss. The proof of loss must describe personal representatives, or next of kin;the defect,lien,encumbrance,or other matter insured against by this policy that (B)successors to an Insured by dissolution,merger,consolidation,constitutes the basis of loss or damage and shall state, to the extent possible, the distribution, or reorganization;basis of calculating the amount of the loss or damage. (C)successors to an Insured by its conversion to another kind of Entity;5.DEFENSE AND PROSECUTION OF ACTIONS (D)a grantee of an Insured under a deed delivered without (a)Upon written request by the Insured, and subject to the options contained payment of actual valuable consideration conveying the Title in Section 7 of these Conditions, the Company, at its own cost and without (1)if the stock, shares, memberships, or other equity interests unreasonable delay,shall provide for the defense of an Insured in of the grantee are wholly-owned by the named Insured,litigation in which any third party asserts a claim covered by this policy (2)if the grantee wholly owns the named Insured,adverse to the Insured.This obligation is limited to only those stated (3)if the grantee is wholly-owned by an affiliated Entity of the causes of action alleging matters insured against by this policy.The named Insured,provided the affiliated Entity and the Company shall have the right to select counsel of its choice (subject to the named Insured are both wholly-owned by the same person right of the Insured to object for reasonable cause)to represent the or Entity, or Insured as to those stated causes of action.It shall not be liable for and (4)if the grantee is a trustee or beneficiary of a trust created will not pay the fees of any other counsel. The Company will not pay any by a written instrument established by the Insured named fees,costs,or expenses incurred by the Insured in the defense of those in Schedule A for estate planning purposes.causes of action that allege matters not insured against by this policy. (b)The Company shall have the right, in addition to the options contained in First American Title Insurance Company Form No. 1402.06 Policy Page 3 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O Section 7 of these Conditions, at its own cost, to institute and prosecute attorneys' fees, and expenses incurred by the Insured Claimant that were any action or proceeding or to do any other act that in its opinion may be authorized by the Company up to the time of payment and that the necessary or desirable to establish the Title, as insured, or to prevent or Company is obligated to pay. reduce loss or damage to the Insured.The Company may take any Upon the exercise by the Company of either of the options provided for in appropriate action under the terms of this policy, whether or not it shall subsections (b)(i) or (ii), the Company's obligations to the Insured under this be liable to the Insured.The exercise of these rights shall not be an policy for the claimed loss or damage, other than the payments required to be admission of liability or waiver of any provision of this policy.If the made, shall terminate, including any liability or obligation to defend, prosecute, Company exercises its rights under this subsection,it must do so or continue any litigation. diligently. (c)Whenever the Company brings an action or asserts a defense as required 8.DETERMINATION AND EXTENT OF LIABILITY or permitted by this policy, the Company may pursue the litigation to a This policy is a contract of indemnity against actual monetary loss or damage final determination by a court of competent jurisdiction, and it expressly sustained or incurred by the Insured Claimant who has suffered loss or damage by reserves the right,in its sole discretion, to appeal any adverse judgment reason of matters insured against by this policy. or order.(a)The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of 6.DUTY OF INSURED CLAIMANT TO COOPERATE (i)the Amount of Insurance; or (a)In all cases where this policy permits or requires the Company to (ii)the difference between the value of the Title as insured and the value prosecute or provide for the defense of any action or proceeding and any of the Title subject to the risk insured against by this policy. appeals,the Insured shall secure to the Company the right to so (b)If the Company pursues its rights under Section 5 of these Conditions and prosecute or provide defense in the action or proceeding,including the is unsuccessful in establishing the Title, as insured, right to use,at its option,the name of the Insured for this purpose.(i)the Amount of Insurance shall be increased by 10%, and Whenever requested by the Company,the Insured,at the Company's (ii)the Insured Claimant shall have the right to have the loss or damage expense,shall give the Company all reasonable aid (i)in securing determined either as of the date the claim was made by the Insured evidence,obtaining witnesses,prosecuting or defending the action or Claimant or as of the date it is settled and paid. proceeding, or effecting settlement, and (ii) in any other lawful act that in (c)In addition to the extent of liability under (a) and (b), the Company will the opinion of the Company may be necessary or desirable to establish also pay those costs, attorneys' fees, and expenses incurred in accordance the Title or any other matter as insured.If the Company is prejudiced by with Sections 5 and 7 of these Conditions. the failure of the Insured to furnish the required cooperation,the Company's obligations to the Insured under the policy shall terminate,9.LIMITATION OF LIABILITY including any liability or obligation to defend,prosecute, or continue any (a)If the Company establishes the Title, or removes the alleged defect,lien, litigation,with regard to the matter or matters requiring such or encumbrance,or cures the lack of a right of access to or from the cooperation.Land,or cures the claim of Unmarketable Title,all as insured,in a (b)The Company may reasonably require the Insured Claimant to submit to reasonably diligent manner by any method,including litigation and the examination under oath by any authorized representative of the Company completion of any appeals,it shall have fully performed its obligations and to produce for examination,inspection,and copying,at such with respect to that matter and shall not be liable for any loss or damage reasonable times and places as may be designated by the authorized caused to the Insured. representative of the Company,all records,in whatever medium (b)In the event of any litigation, including litigation by the Company or with maintained,including books,ledgers,checks,memoranda,the Company's consent,the Company shall have no liability for loss or correspondence,reports,e-mails,disks,tapes,and videos whether damage until there has been a final determination by a court of bearing a date before or after Date of Policy,that reasonably pertain to competent jurisdiction, and disposition of all appeals, adverse to the Title, the loss or damage.Further,if requested by any authorized as insured. representative of the Company,the Insured Claimant shall grant its (c)The Company shall not be liable for loss or damage to the Insured for permission,in writing, for any authorized representative of the Company liability voluntarily assumed by the Insured in settling any claim or suit to examine,inspect,and copy all of these records in the custody or without the prior written consent of the Company. control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided 10.REDUCTION OF INSURANCE;REDUCTION OR TERMINATION OF to the Company pursuant to this Section shall not be disclosed to others LIABILITY unless,in the reasonable judgment of the Company, it is necessary in the All payments under this policy,except payments made for costs,attorneys' administration of the claim. Failure of the Insured Claimant to submit for fees,and expenses,shall reduce the Amount of Insurance by the amount of the examination under oath,produce any reasonably requested information,payment. or grant permission to secure reasonably necessary information from third parties as required in this subsection,unless prohibited by law or 11.LIABILITY NONCUMULATIVE governmental regulation,shall terminate any liability of the Company The Amount of Insurance shall be reduced by any amount the Company pays under this policy as to that claim.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 executed 7.OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;TERMINATION by an Insured after Date of Policy and which is a charge or lien on the Title, and OF LIABILITY the amount so paid shall be deemed a payment to the Insured under this policy. In case of a claim under this policy,the Company shall have the following additional options:12.PAYMENT OF LOSS (a)To Pay or Tender Payment of the Amount of Insurance.When liability and the extent of loss or damage have been definitely fixed in To pay or tender payment of the Amount of Insurance under this policy accordance with these Conditions, the payment shall be made within 30 days. together with any costs,attorneys'fees,and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of 13.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT payment or tender of payment and that the Company is obligated to pay.(a)Whenever the Company shall have settled and paid a claim under this Upon the exercise by the Company of this option,all liability and policy,it shall be subrogated and entitled to the rights of the Insured obligations of the Company to the Insured under this policy, other than to Claimant in the Title and all other rights and remedies in respect to the make the payment required in this subsection, shall terminate,including claim that the Insured Claimant has against any person or property, to the any liability or obligation to defend, prosecute, or continue any litigation.extent of the amount of any loss,costs,attorneys'fees,and expenses (b)To Pay or Otherwise Settle With Parties Other Than the Insured or With paid by the Company.If requested by the Company, the Insured Claimant the Insured Claimant.shall execute documents to evidence the transfer to the Company of these (i)To pay or otherwise settle with other parties for or in the name of an rights and remedies. The Insured Claimant shall permit the Company to Insured Claimant any claim insured against under this policy.In sue,compromise,or settle in the name of the Insured Claimant and to addition,the Company will pay any costs,attorneys'fees,and use the name of the Insured Claimant in any transaction or litigation expenses incurred by the Insured Claimant that were authorized by involving these rights and remedies. the Company up to the time of payment and that the Company is If a payment on account of a claim does not fully cover the loss of the obligated to pay; or Insured Claimant,the Company shall defer the exercise of its right to (ii)To pay or otherwise settle with the Insured Claimant the loss or recover until after the Insured Claimant shall have recovered its loss. damage provided for under this policy,together with any costs, First American Title Insurance Company Form No. 1402.06 Policy Page 4 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O (b)The Company's right of subrogation includes the rights of the Insured to (d)Each endorsement to this policy issued at any time is made a part of this indemnities,guaranties,other policies of insurance,or bonds,policy and is subject to all of its terms and provisions.Except as the notwithstanding any terms or conditions contained in those instruments endorsement expressly states, it does not (i) modify any of the terms and that address subrogation rights.provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 14.ARBITRATION Either the Company or the Insured may demand that the claim or controversy 16.SEVERABILITY shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of In the event any provision of this policy,in whole or in part,is held invalid or the American Land Title Association ("Rules").Except as provided in the Rules,unenforceable under applicable law, the policy shall be deemed not to include that there shall be no joinder or consolidation with claims or controversies of other provision or such part held to be invalid, but all other provisions shall remain in full persons. Arbitrable matters may include, but are not limited to, any controversy or force and effect. claim between the Company and the Insured arising out of or relating to this policy,any service in connection with its issuance or the breach of a policy 17.CHOICE OF LAW; FORUM provision, or to any other controversy or claim arising out of the transaction giving (a)Choice of Law: The Insured acknowledges the Company has underwritten rise to this policy.All arbitrable matters when the Amount of Insurance is the risks covered by this policy and determined the premium charged $2,000,000 or less shall be arbitrated at the option of either the Company or the therefore in reliance upon the law affecting interests in real property and Insured.All arbitrable matters when the Amount of Insurance is in excess of applicable to the interpretation,rights,remedies,or enforcement of $2,000,000 shall be arbitrated only when agreed to by both the Company and the policies of title insurance of the jurisdiction where the Land is located. Insured.Arbitration pursuant to this policy and under the Rules shall be binding Therefore, the court or an arbitrator shall apply the law of the jurisdiction upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be where the Land is located to determine the validity of claims against the entered in any court of competent jurisdiction.Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its 15.LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT conflicts of law principles to determine the applicable law. (a)This policy together with all endorsements,if any, attached to it by the (b)Choice of Forum:Any litigation or other proceeding brought by the Company is the entire policy and contract between the Insured and the Insured against the Company must be filed only in a state or federal court Company.In interpreting any provision of this policy, this policy shall be within the United States of America or its territories having appropriate construed as a whole.jurisdiction. (b)Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.18.NOTICES, WHERE SENT (c)Any amendment of or endorsement to this policy must be in writing and Any notice of claim and any other notice or statement in writing required to be authenticated by an authorized person,or expressly incorporated by given to the Company under this policy must be given to the Company at 1 First Schedule A of this policy.American Way, Santa Ana,CA 92707, Attn: Claims Department. POLICY OF TITLE INSURANCE AmER ti r4 ccr-. ‘‘. First American American Title Insurance Company Form No.1402.06 Policy Page 5 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O SCHEDULE A First American Title Insurance Company Name and Address of the issuing Title Insurance Company: First American Title Insurance Company 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 File No.:NCS-792318-SD Policy No.:NCS-792318-SD-O Address Reference: 2708 Gateway Road, Carlsbad,CA Amount of Insurance:$1,600,000.00 Premium: $1,760.00 Date of Policy:September 28, 2016 at 4:03 p.m. 1.Name of Insured: C3 Center LLC, a Virginia limited liability company 2.The estate or interest in the Land that is insured by this policy is: A Fee. 3.Title is vested in: C3 Center LLC,a Virginia limited liability company 4.The Land referred to in this policy is described as follows: See Exhibit "A" attached hereto and made a part hereof. First American Title Insurance Company Form No. 1402.06 Policy Page 6 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-0 SCHEDULE B File No.NCS-792318-SD Policy No.NCS-792318-SD-O EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1.(a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records;(b) proceedings by a public agency that may result in taxes or assessments,or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2.Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3.Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4.Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5.(a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6.Any lien, or right to a lien for services, labor or material not shown by the public records. Part Two: 1.General and special taxes and assessments for the fiscal year 2016-2017,a lien not yet due or payable. 2.This item has been intentionally deleted. 3.Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements 4.Amended Assessment Diagram of Assessment District No. 2002-01 (Poinsettia Lane East) City of Carlsbad, County of San Diego, State of California, in Book 42, Page 51 of Assessment District Diagram and recorded October 22, 2008 as Instrument No.2008-550338 and recorded October 17, 2008 as Instrument No.2008-642229, both of official Records 5.The lien of special tax for the following community facilities district, which tax is collected with the county taxes. First American Title Insurance Company Form No. 1402.06 Policy Page 7 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-0 District:Carlsbad CFD #1 6.The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 7.An easement for traffic signalization and road purposes and incidental purposes, recorded November 18, 1986 as Instrument No. 86-530341 of Official Records. In Favor of:City of Carlsbad,a municipal corporation Affects:as described therein 8.An easement for right-of-way for the free and unobstructive passage of aircraft and incidental purposes, recorded August 11,1987 as Instrument No. 87-452377, and recorded August 20, 1987, as Instrument No.1987-472299, both of Official Records. In Favor of:County of San Diego, California Affects:as described therein 9.The terms and provisions contained in the document entitled "Agreement Between Developer- Owner and the City of Carlsbad for the Payment of Public Facilities Fee for Inside the Boundaries of Community Facilities District No.1" recorded December 11, 1998 as Instrument No.1998- 0806517 of Official Records. 10.An easement for right of way to erect, construct, change the size of, improve, reconstruct, relocate, repair, maintain and use facilities and incidental purposes, recorded November 07, 2003 as Instrument No.2003-1351662 of Official Records. In Favor of:San Diego Gas & Electric Company,a corporation Affects:as described therein 11.An easement shown or dedicated on the map filed or recorded May 29, 2003 as Map No.14600 of Tract Maps, and recorded February 04, 2005, Map No.14960 of Tract Maps For:Restricted Sight Distance Corridor and incidental purposes. 12.An easement shown or dedicated on the map filed or recorded February 04, 2005 as Map No. 14960 of Tract Maps For:Landscape maintenance and Future Private Drainage and incidental purposes. 13.Abutter's rights of ingress and egress to or from Palomar Airport Road have been dedicated or relinquished on the map of Map No.14600 of Tract Maps Maps recorded May 29, 2003, and Map No.14960 of Tract Maps, recorded February 4, 2005. 14.Abutter's rights of ingress and egress to or from Gateway Road have been dedicated or relinquished on the map of Map No.14600 of Tract Maps Maps recorded May 29, 2003, and Map No.14960 of Tract Maps, recorded February 4, 2005. (Affects Parcel 2) 15.Abutter's rights of ingress and egress to or from El Fuerte Street have been dedicated or relinquished on the map of Map No.14600 of Tract Maps Maps recorded May 29, 2003. (Affects Parcel 2) First American Title Insurance Company Form No. 1402.06 Policy Page 8 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-0 16.Covenants, conditions, restrictions and easements in the document recorded March 15, 2005 as Instrument No.2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. An easement as contained in the above document. For:enhancing, maintaining and protecting the value of the attractiveness of the property and incidental purposes. Document(s) declaring modifications thereof recorded January 26, 2012 as Instrument No.2012- 0045639, recorded July 17, 2012, as Instrument No. 2012-00412306, recorded February 22, 2013, as Instrument No.2013-0117373, recorded March 20, 2014, Instrument No. 2014- 0110220, recorded December 17, 2014, as Instrument No. 2014-0556453, all of Official Records. Document(s) declaring modifications thereof recorded May 05, 2016 as Instrument No.2016- 0214801 of Official Records. 17.The terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscape District No.2 of the City of Carlsbad and Approval of the Levy of Assessments on such Real Property" recorded March 16, 2005 as Instrument No.2005-0216793 of Official Records. 18.Covenants, conditions, restrictions and easements in the document recorded March 30, 2005 as Instrument No.2005-258429 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 19.An easement for right of way to erect, construct, change the size of, improve, reconstruct, relocate, repair, maintain and use facilities and incidental purposes, recorded April 11, 2005 as Instrument No.2005-0294004 of Official Records. In Favor of:San Diego Gas & Electric Company,a corporation Affects:as described therein 20.The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument No. 2005-461222 of Official Records. First American Title Insurance Company Form No. 1402.06 Policy Page 9 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-0 21.Covenants, conditions, restrictions and easements in the document recorded June 09, 2005 as Instrument No.2005-483802 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded July 26, 2006 as Instrument No. 2006- 0529274 of Official Records. 22.Covenants, conditions, restrictions and easements in the document recorded June 23, 2005 as Instrument No.2005-0528737 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 23.The terms, provisions and easement(s) contained in the document entitled "City of Carlsbad Resolution No. 2006-257 of September 12, 2006" recorded September 21, 2006 as Instrument No.2006-672623 of Official Records. The location of the easement cannot be determined from record information. 24.An easement for right of way in, upon, over, under and across the lands hereinafter described, to erect, construct, change the size of, improve, reconstruct, relocate, repair, maintain and use facilities and incidental purposes, recorded February 09, 2007 as Instrument No.2007- 0093493 of Official Records. In Favor of:San Diego Gas & Electric Company, a corporation Affects:as described therein The location of the easement cannot be determined from record information. 25.The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded July 17, 2007 as Instrument No. 2007-0478358 of Official Records. 26.The terms, provisions and easement(s) contained in the document entitled "Declaration of Covenants, Conditions and Restrictions and Reciprocal Easements Agreement" recorded July 31, 2007 as Instrument No.2007-0510735 of Official Records. 27.An easement shown or dedicated on the map filed or recorded January 15, 2008 as Map No. 15669 of Tract Maps For:developing and improving the land and incidental purposes. 28.An easement shown or dedicated on the map filed or recorded January 15, 2008 as Map No. 15669 of Tract Maps For:Public Utilities and incidental purposes. First American Title Insurance Company Form No.1402.06 Policy Page 10 ALTA Owners Policy (6-17-06)Policy Number:NCS-792318-SD-0 29.Abutter's rights of ingress and egress to or from Gateway Road, Palomar Airport Road and El Fuerte Street, except at approved openings have been dedicated or relinquished on the map of Map No.15669 of Tract Maps Maps recorded January 15, 2008. 30.The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded January 17, 2008 as Instrument No.2008-0023457 of Official Records. 31.The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 19, 2009 as Instrument No. 2009-0081680 of Official Records. 32.The terms and provisions contained in the document entitled "Joint Use Parking Agreement" recorded February 10, 2011 as Instrument No.2011-0079381, and recorded July 29, 2011 as Instrument No.2011-0386649, both of Official Records. 33.This item has been intentionally deleted. 34.This item has been intentionally deleted. 35.This item has been intentionally deleted. 36.This item has been intentionally deleted. 37.This item has been intentionally deleted. 38.This item has been intentionally deleted. 39.The terms and provisions contained in the document entitled "Joint Use Parking Agreement" recorded August 07, 2013 as Instrument No.2013-0496200 of Official Records. 40.Rights of parties in possession. First American Title Insurance Company Form No. 1402.06 Policy Page 11 ALTA Owner's Policy (6-17-06)Policy Number:NCS-792318-SD-O EXHIBIT "A" File No.:NCS-792318-SD Policy No.:NCS-792318-SD-O Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 1: LOT 3 OF CARLSBAD TRACT CT 05-09, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE MAP THEREOF NO.15669, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY, JANUARY 15, 2008. PARCEL 2: NON-EXCLUSIVE EASEMENTS FOR ACCESS, PARKING AND VARIOUS OTHER PURPOSES AS DEFINED IN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RECIPROCAL EASEMENT AGREEMENT RECORDED JULY 31, 2007, AS DOCUMENT NO. 2007-510735 OF OFFICIAL RECORDS APN:213-263-11-00 First American Title Insurance Company I . Form No. 1402.06 Policy Page 12 ALTA Owners Policy (6-17-06)Policy Number:NCS-792318-SD-0 .' First American Title Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information -particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information that you provide to us.It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:•Information we receive from you on applications, forms and in other communications to us, whether in writing,in person, by telephone or any other means;•Information about your transactions with us,our affiliated companies, or others; and•Information we receive from a consumer reporting agency. Useof Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except:(1) as necessary for us to provide the product or service you have requested of us; or (2)as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies.Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect,as described above,to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Information Obtained Through Our Web Site First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names,not the e-mail addresses,of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information.First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information.Usually,the personal information we collect is used only by us to respond to your inquiry,process an order or allow you to access specific account/profile Information.Ifyou choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.com uses stored cookies.The goal of this technology is to better serve you when visiting our site,save you time when you are here and to provide you with a more meaningful and productive Web site experience. Fair Information Values Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy. Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner. 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