HomeMy WebLinkAboutCT 2017-0002; TYLER STREET RESIDENCES; Tentative Map (CT)„ipti‘161
CC'ity of LAND USE REVIEW Development Services
Planning DivisionAPPLICATION1635 Faraday AvenueCarlsbadP-1 (760) 602-4610
www.carlsbadca.gov
APPLICATIONS APPLIED FOR:(CHECK BOXES)
Development Permits (FOR DEPT. USE ONLY)Legislative Permits (FOR DEPT. USE ONLY)
Coastal Develcpment Permit Minor General Plan Amendment
Conditional Use Permit 0 Local Coastal Program Amendment0Minor Extension
ID Day Care (Large)El Master Plan Amendment
ID Environmental Impact Assessment 0 Specific Plan D Amendment
D Habitat Management Permit 0 Minor Zone Change
O Hillside Development Permit Minor 111 Zone Code Amendment
1=1 Nonconforming Construction Permit South Carlsbad Coastal Review Area Permits
Planned Development Permit 0 Minor puosoll -0 Review Permit
El Residential 12) Non-Residential 000 t Ei Administrative Minor ID Major
Planning Commission Determination
O Reasonable Accommodation Village Review Area Permits
•
O Site Development Plan ID Minor 0 Review Permit
1:1 Special Use Permit P Administrative 111 Minor Major
CI Tentative Parcel Map (Minor Subdivision)
El Tentative Tract Map (Major Subdivision)Cr2-0 0002._Del,/2D I 1 -QO 2_
Variance 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).:204-070-10-00, 204-070-11-00
PROJECT NAME:Tyler Street Residences
BRIEF DESCRIPTION OF PROJECT:Development of eight attached town homes.
PROJECT VALUE
(SITE IMPROVEMENTS)$2.3M -$2.5M ESTIMATED COMPLETION DATE March 2019
LOCATION OF PROJECT:3337 Tyler Street, Carlsbad
STREET ADDRESS
ON THE:West SIDE OF Tyler Street
(NORTH, SOUTH, EAST, WEST)(NAME OF STREET)
BETWEEN Chesnut Avenue AND Walnut Avenue
(NAME OF STREET)(NAME OF STREET)
P-1 Page 1 of 6 Revised 09/16
OWNER NAME (Print):Tyler Street Development, LLC APPLICANT NAME (Print):Tyler Street Development, LLC
MAILING ADDRESS:4459 Hackett Ave MAILING ADDRESS:4459 Hackett Ave
CITY, STATE, ZIP:Lakewood, CA 90713 CITY, STATE, ZIP:Lakewood, CA 90713
TELEPHONE:917-279-0010 TELEPHONE:917-279-0010
EMAIL ADDRESS:elizabeth.lagrua@gmail.com EMAIL ADDRESS:elizabeth.lagrua@gmail.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 CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE.
SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR
PU
SES:
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APPLICANTS REPRESENTATIVE (Print):Stan Weiler, Howes Weiler & Associates
MAILING ADDRESS:2999 Loker Avenue East, Suite 217
CITY, STATE, ZIP:Carlsbad, CA 92010
TELEPHONE:760-929-2288 x402
EMAIL ADDRESS:stanweiler@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 0 ORRECT TO THE BEST OF MY
KNOWLE
/-2h"•20/7
S TUR DATE
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.IAAiE CONSENT TO ENTRY FOR THIS PURPOSE.
NOTICE OF RESTRICTION:PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING
RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT.NOTICE OF RESTRICTIONS RUN WITH
THE LAND AND BIND ANY SU ESSORS IN INTEREST.
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PROPWA4C=StitLetirUtilrtrie_ems" tot tee (laser 144.
FOR CITY USE ONLY
RECEIVED
JAN 2 5 2017
CITY OF CARLSBAD
DATFINIsmffs_civielatEPEIVED
RECEIVEp BY:
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•-1 Page 2 of 6 Revised 09/16
TYLER STREET DEVELOPMENT, LLC
A CAUFORNIA LIMITED UABIUTY COMPANY
-RESOLUTION TO AUTHORIZE SIGN ER-
The undersigned, as the Manager ofTYLER STREET DEVELOPMENT, LLC (the "Company")as stated in the
Company's Operating Agreement [dated March 20, 20151 at Section 4.1, herein consents and adopts this
Resolution as actions of the Company in lieu of a formal or organizational meeting.
WHEREAS,the Company wishes to designate a sole individual to execute any and all documents on its behalf;
and
WHEREAS,the sole Manager of the Company is Nuast Corporation; and
WHEREAS, Elizabeth LaGrua is the CEO/President and sole shareholder of Nuast Corporation and Nuast
Corporation owns fifty-percent (50%) of the Company.
Resolution:
RESOLVED,that, Elizabeth LaGrua,as the CEO/President of Nuast Corporation, the sole Manager of the
Company,is hereby authorized and designated as the sole individual to execute any and all documents on
behalf of the Company.
This Resolution is herein authorized, executed and adopted this 18th day of January 2017.
TYLER STREET DEVELOPMENT, LLC
By:94'OcliaeA
Elizabeth LaGrua, on behalf of Nuast Corporation, Manager of
TYLER STREET DEVELOPMENT, LLC
December 15, 2016
To the City of Carlsbad:
The undersigned are the Trustees of the Alvarado Family Trust Dated September 13,
2007 ("Trust"). The Trust is the owner of the real property located at 3327-3331 Tyler
Street, Carlsbad, California, 92008; APN 204-070-09-00. Our property is adjacent to the
real property located at 3337 Tyler Street, APN 204-070-10-00 and 204-070-11-00.
This will confirm that we have reviewed the Preliminary Grading Plan for the
development of 3337 Tyler Street and that we agree to allow the necessary demolition
of improvements (namely a portion of the fencing and mailbox) on our property and the
construction of a new paved driveway over our real property as shown in the
Preliminary Grading Plan.
Regard
Gil ert J.Iv do Sherry
Trustee of the Alvarado Family Trust Trustee of the Alvarado Family Trust
Dated September 13, 2007 Dated September 13, 2007
Development ServicesCCityOfDISCLOSURE STATEMENT Planning Division
Clars13ad 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.
Note:
Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal
organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county,
city municipality, district or other political subdivision or any other group or combination acting as a unit."
Agents may sign this document; however, the legal name and entity of the applicant and property owner
must be provided below.
1.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 N/A Corp/Part Tyler Street Development, LLC
Title Title
Address Address 4459 Hackett Ave, Lakewood, CA 90713
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 N/A Corp/Part Tyler Street Development, LLC
Title Title
Address Address 4459 Hackett Ave
Lakewood, CA 90713
P-1(A)Page 1 of 2 Revised 07110
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 AV/9 Non Profit/Trust
Title Title
Address Address
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?
Yes 151 No If yes, please indicate person(s):
NOTE:Attach additional sheets if necessary.
I certify that all the above information is true and correct to the best of my knowledge.
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Signature of owner/date -Pka groff-evr a-c Sign e of applicant/date 7"11/2-
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Tyler Street Development, LLC Tyler Street Development, LLC
Print or type name of owner Print or type name of applicant
Signature of owner/applicant's agent if applicable/date
Stan Weiler, Howes Weiler & Associates
Print or type name of owner/applicant's agent
P-1(A)Page 2 of 2 Revised 07/10
—--
ATTACHMENT TO DISCLOSURE STATEMENT P-1(A):
SECTION 1: APPLICANT: Applicant is Tyler Street Development,LLC.The owners/members of
Tyler Street Development,LLC are:
Nuast Corporation: Nuast owns a 50% membership interest in Tyler Street Development,LLC.
Nuast is owned 100% by Elizabeth LaGrua and is its CEO/President and sole shareholder. Nuast
is the manager of Tyler Street Development and Ms. LaGrua is authorized to sign all documents
on behalf of Tyler Street Development as the CEO/President of Nuast. The address for both
Nuast Corporation and Elizabeth LaGrua is 4459 Hackett Ave, Lakewood, CA 90713.
Gio Group, Inc.: Gio owns a 50% membership interest in Tyler Street Development. Gio is
owned 100%v by Johnny Gomez and is its CEO/President and sole shareholder. The address for
both Gio Group, Inc. and Johnny Gomez is 16911 Bellflower Blvd., Suite 210, Bellflower,CA
90706.
SECTION 2: OWNER: The owner of the property is Tyler Street Development,LLC:The
owners/members of Tyler Street Development,LLC are:
Nuast Corporation: Nuast owns a 50% membership interest in Tyler Street Development,LLC.
Nuast is owned 100% by Elizabeth LaGrua and is its President and sole shareholder. Ms. LaGrua
is the manager of Tyler Street Development and is authorized to sign all documents on its
behalf as its manager. The address for Nuast Corporation and Elizabeth LaGrua is 4459 Hackett
Ave, Lakewood,CA 90713.
Gio Group, Inc.: Gio owns a 50% membership interest in Tyler Street Development. Gio is
owned 100%v by Johnny Gomez and is its President and sole shareholder. The address for Gio
Group, Inc. and Johnny Gomez is 16911 Bellflower Blvd., Suite 210, Bellflower, CA 90706.
CC•ity of PROJECT DESCRIPTION Development Services
Planning Division
Carlsbad 13-1(B)1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
PROJECT NAME:Tyler Street Residences
APPLICANT NAME:Tyler Street Development, LLC
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:
Please see attached Project Description
P-1(B)Page 1 of 1 Revised 07/10
PROJECT DESCRIPTION
TYLER STREET TOWN HOME PROJECT
JANUARY 2017
OVERVIEW
This project description accompanies applications and exhibits for a request for a Tentative
Tract Map (CT) and a Planned Development Permit (PUD) for the construction of eight (8) town
homes on a 14,769 sf (0.34 acre) lot.The project site is located at 3777 Tyler Street in Carlsbad
and includes Assessor's Parcel Number 204-070-10-00 and 204-070-11-00.The General Plan
Land Use designation for the site is R-30 (23 —30 units/acre)and the zoning designation is
Residential Density —Multiple (RD-M).
The property currently consists of two adjoined rectangular lots with overall dimensions of
approximately 70 ft. by 214 ft.The site is relatively flat with a gentle gradient toward the west.
Site elevations range from 49 ft. (MSL) near Tyler Street to approximately 46 ft. (MSL) along the
rear property boundary. The site is topographically suitable for the proposed improvements.
Public curb/gutter are existing along Tyler street frontage.
The site is currently occupied by two existing single-story residential structures. The residence
at the front of the property was constructed circa 1943 and is approximately 671 sf in area.The
residence at the rear of the property (constructed between 1953-1964)is approximately 1,881
sf in area. Access to the two structures is provided by a partially paved driveway that is shared
with the neighboring property to the northwest.
Directly north and east across Tyler Street are single family homes.Directly south of site is a
two-story senior housing development.To the west is a portion of the parking lot for the senior
housing site south of the project site.
The proposed project is to allow for the construction of a total of eight (8)townhomes
consisting of two three-story buildings up to a maximum height of 35 feet. The project site
maintain the required 10' front setback, 5' side setbacks, and a 10' rear setback.A 24' wide
shared driveway is provided along the northern boundary of the site.All eight townhomes will
have a 2-car garages.Three (3) guest parking spaces (including one van accessible Handicapped
Parking) will be provided.Each townhome will have an entry patio on the southeast portion of
the site and decks on the north and south side of the buildings.The units sizes range from
2,131 to 2,206 square feet.
The proposed architecture is tradition in form and beachy in feel.It is very appropriate for the
area and will enrich its surroundings.The Rowhome style gives a residential and individual
impression.
I
Rich and textured materials will include shingles,vertical board and batt siding and stucco
combination to create visual interest.These walls will be further accented with copper roofing
and stone patio wall features. Angle braces and awnings are part of the articulated details.
Layered architecture,including exterior decks at each floor,provides great shadows and
interest while details and massing reduce the impact of building bulk. individual patios greet
the guest at the unit entries..
A 2-Building design breaks down building scale and allows for a wonderful common area. The
attractive design and curb appeal of the proposed project will benefit the continuing
revitalization of the area.
TRIP GENERATION
In accordance with the City of Carlsbad standards,trip generation rates for the proposed
residential units were based on rates provided in SANDAG's Brief Guide of Vehicular Traffic
Generation Rates for the San Diego Region: Condominium or Multi-Family 6-20 units per acre.
The trip generation for the proposed townhomes are calculated by using 8 trips per dwelling
unit (8 trips per 8 units =64 trips) for a total of 64 average daily trips (ADT).This trip level does
not require the preparation of a traffic analysis since it is well below the 500 ADT threshold.
PHOTOS
Aerial View of Project Site
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HAZARDOUS WASTE Development Services
CC'City of AND SUBSTANCES Planning Division
Carlsbad STATEMENT 1635 Faraday Avenue
(760) 602-4610P-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):
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:Tyler Street Development, LLC Name: Tyler Street Development, LLC
Address:4459 Hackett Ave Address:4459 Hackett Ave
Lakewood, CA 90713 Lakewood, CA 90713
Phone Number:917-279-0010 Phone Number:917-279-0010
Address of Site:3337 Tyler Street, Carlsbad, CA
Local Agency (City and County):City of Carlsbad, County of San Diego
Assessor's book, page, and parcel number:204-070-10-00, 204-070-11 -00
Specify list(s):N/A
Regulatory Identification Number:N/A
Date of List:N/A
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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
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Aso ENVIRONMENTAL INFORMATION FORM
\
(To be Completed by Applicant)
\Date Filed:(o be completed by City)
Application Number(s):G l VA 1 Opt vtio IA 1 --an
General Information
1.Name of project:Tyler Street Residences
2.Name of developer or project sponsor:Elizabeth LaGrua
Address:4459 Hackett Avenue
City, State, Zip Code:Lakewood, CA 90713
Phone Number:917.279.0010
3.Name of person to be contacted concerning this project:Stan Weiler, Howes Weiler & Associates
Address:2888 Loker Avenue East, Suite 217
City, State, Zip Code:Carlsbad, CA 92010
Phone Number:760.929.2288 extension 402
4.Address of Project:3337 Tyler Street, Carlsbad
Assessor's Parcel Number:204-070-10-00, 204-070-11 -00
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:
Tentative Tract Map, Planned Development Permit
6.Existing General Plan Land Use Designation:R-30 (23-30 units/ac)
7.Existing zoning district:Residential Density -Multiple (RD-M)
8.Existing land use(s):Two single-family homes
9.Proposed use of site (Project for which this form is filed):Eight attached townhomes
Project Description
10.Site size:14,769 square feet (0.34 acre)
11.Proposed Building square footage:17,176 square feet
12:Number of floors of construction:Three
13.Amount of off-street parking provided:16 resident,3 guest (1 -HC) =19 Total
14.Associated projects:none
P-1 (D)Page 2 of 4 Revised 07/10
15.If residential, include the number of units and schedule of unit sizes:8 townhome units
A =2,163;B =2,133; C =2,133; D =2,163;E =2,206
F =2,133; G =2,133;H =2,131
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:
N/A
19.If the project involves a variance, conditional use or rezoning applications, state this and indicate
clearly why the application is required:
N/A
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 0
alteration of ground contours.
21.Change in scenic views or vistas from existing residential areas or public lands or D
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 D
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.1=1 El
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,0
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 facts, statements, and
information presented are true and correct to the best of my knowledge and belief.
January 25, 2017Date:Signature:*)
For:Stan Weiler, Howes, Weiler and Associates
P-1(D)Page 4 of 4 Revised 07/10
EIA INFORMATION FORM
Environmental Setting
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.
The project site is located at 3777 Tyler Street in Carlsbad, Assessor's Parcel Number 204-070-
10-00 and 204-070-11-00 on a 14,769-sf site.The site is currently occupied by two existing
single-story residential structures. The residence at the front of the property was constructed
circa 1943 and is approximately 671 sf in area.The residence at the rear of the property
(constructed between 1953-1964)is approximately 1,881 sf in area. Access to the two structures
is provided by a partially paved driveway that is shared with the neighboring property to the
northwest.The property consists of two adjoined rectangular lots with overall dimensions of
approximately 70 ft. by 214 ft.The site is relatively flat with a gentle gradient toward the west.
Site elevations range from 49 ft. (MSL) near Tyler Street to approximately 46 ft. (MSL) along the
rear property boundary. The site is topographically suitable for the proposed improvements.
Public curb/gutter are existing along Tyler street frontage.No native plants or animals are
present.
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.
The project site fronts on Tyler Street and is surrounded on three sides by developed properties.
The General Plan land use designation for the project site and its surrounding land uses is R-30,
23-30 units/acre and zoned Residential Density —Multiple (RDM).Directly north and east
across Tyler Street are single family homes.Directly south of site is a two-story senior housing
development.To the west is a portion of the parking lot for the senior housing site south of the
project site.Please see photographs of the existing site and surrounding uses.
View of Site From Tyler Street
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TIME LIMITS ON Development Services
CC.City of DISCRETIONARY Planning Division
Carlsbad PROJECTS 1635 Faraday Avenue
(760) 602-4610P-1(E)www.carlsbadca.gov
PLEASE NOTE:
Time limits on the processing of discretionary projects established by state law do not start until a
project application is deemed complete by the City.The City has 30 calendar days from the date of
application submittal to determine whether an application is complete or incomplete.Within 30 days of
submittal of this application you will receive a letter stating whether this application is complete or
incomplete.If it is incomplete, the letter will state what is needed to make this application complete.
When the application is complete, the processing period will start upon the date of the completion letter.
if you have any questions regarding application submittal requirements (Le.,clarification
regarding a specific requirement or whether all requirements are necessary for your particular
application) please call (760) 602-4610.
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Applicant Signature:OLJA-(14 1:)5•-•144444.46rEg `3r/t.eig War —ad4r ti-
Staff Signature:1/1/11
Date:112-3)1 -4-
To be stapled with receipt to the application
P-1(E)Page 1 of 1 Revised 07/10
_,
TYLER STREET DEVELOPMENT, LLC
4459 Hackett Avenue •Lakewood •California •90713
Telephone: 917.279.0010 •Facsimile: 310.929.7740 •email: elizabeth.lagrua@gmail.com
August 24, 2015
Via email at debbie.fountain@carlsbadca.gov and U.S. Mail
Ms. Deborah K. Fountain, Director
Housing &Neighborhood Services
1200 Carlsbad Village Drive
Carlsbad, California 92008-1949
Re:Request to Purchase Inclusionary Housing Credit
Property Address: 3337 Tyler Street, Carlsbad, CA 92008
Dear Debbie:
Thank you for taking the time to review the Inclusionary Housing requirements and
options with us recently. Per our conversation regarding the proposed development of the above-
captioned property, please accept this as our request to be placed in line to purchase an
Inclusionary Housing Credit in order to comply with the Carlsbad Inclusionary Housing
Ordinance.
Property Details:
Address:3337 Tyler Avenue (Northwest Quadrant)
Lot Size:Approximately 14,769 sf
Zoning:RD-M R30 (30 units per acre)
APN:204-070-10 and 204-070-10
Violations:Sub-standard violations against each parcel were recorded on 11/19/75 for
improper subdividing. Our plan is to combine the parcels to resolve the
violation and bring the parcels into compliance.
Proposed Unit Count: Maximum of eight (8) townhome-style units
Property Condition:The property presently contains two separate substandard residential
structures (one on each parcel). These structures will be demolished.
Homeowner's Assoc.: Draft budget estimates HOA fees at $388. Actual HOA dues to be
determined.
Cost to Complete:Based upon preliminary plans, estimated by GC to be $149,000 pre-
development and government fees and costs per unit (including land
acquisition) plus $164/SF for construction costs, finance fees and G&A,
etc.
Design:Three-story attached units with enclosed garage parking on first level.
The average SF of each unit (including garage) is a maximum of 2340 SF.
Entitlement Status:Pending. Preliminary Site-Plan review with Planner Chris Garcia indicates
that a maximum of eight (8) units can be built on the combined parcels.
Omsk
Summary:
The proposed project consists of seven or more units which therefore requires that one unit be
deemed an inclusionary housing unit ("IHU")and must be offered for sale to a "low income"
household buyer.
It is our understanding that based upon the present data, a "low income" buyer qualifies with a
maximum household yearly gross income of $51,850 for a family of two, which is equivalent to
$4320.83 monthly gross income. The monthly cost for the home (including mortgage, HOA
dues, taxes, utilities, etc.) cannot exceed 35%ofthis amount, or $1512.29 per month. Using
these formulas, the maximum amount sales price of the IHU would be approximately $155,000.
This is calculated by adding the monthly mortgage payment at 5% APR of $832/month +
monthly HOA dues of $388 + taxes of $193/month + utilities of $100/month =$1513 housing
costs per month.
As noted above, the pre-development costs and fees for each unit ($149,000) plus the square
footage cost ($164/SF) to build an average size unit (2340 SF) on the subject parcel, amounts to
the sum of $532,760 to build each unit, including the IHU. Since the IHU could only be sold for
a maximum amount of approximately $155,000, an actual and significant out pocket loss in the
approximate sum of $377,760 ($532,760 -$155,000 =$377,760) would be realized upon the sale
ofthe IHU.
Based upon the very small scale of this project, and the high cost of development, providing an
IHU on-site would be financially and logistically daunting and extremely challenging,as it
would necessarily require that the non-IHU units be offered for sale well above the prevailing
market prices. The number of units proposed on this small lot has already maximized the space
in which we can build the units. To attempt to spread the significant cost of developing the IHU
over the other 7 units would be very challenging at best,as well as unlikely to be approved by
the lender on the project.
Based upon the foregoing, the construction of the IHU on-site (or even at an off-site location)
would be infeasible and presents an unreasonable hardship in light ofthe small project size, the
parcel's site constraints,. the market competition, and the availability of financial resources to
fund the out ofpocket losses in building the IHU on-site.
Consequently, we respectfully request that the City uses its discretion in allowing us to purchase
an Inclusionary Housing Credit to ensure compliance with the Inclusionary Housing Ordinance.
Please let us know if there is additional information that you need for us to be considered to
purchase the Inclusionary Housing Credit when made available.
Very truly yours,
TYLER STREET DEVE OPMENT, LLC
Eliz beth LaGrua
Managing Member
M
Order No. 305-1715858-01
Orange Coast Title Company of Southern California -
Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana, CA 92705
714-558-2836
PRELIMINARY REPORT
Chandler Law Firm
6080 Center Drive 6th Floor
Los Angeles, CA 90045
Attention:Paul Chandler Your no.:3337 Tyler
Property address:3337 Tyler Street #R, Carlsbad, CA 92008 Order no.:305-1715858-01
Dated:November 21, 2016
In response to the above referenced application for a policy of title insurance, Orange Coast Title Company of Southern California
-Los Angeles Division hereby reports that it is prepared to issue, or cause to be issued,as of the date hereof,a Policy or Policies of
Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained
by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant
to the printed Schedules, Conditions and Stipulations ofsaid Policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in
Exhibit B attached. The policy to be issued may contain an arbitration clause. When the Amount ofInsurance is less than that set forth
in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive
remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance
which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit B.
Copies of the policy forms should be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit B of this report
carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the
terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as the condition of title and may not list all
liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title
insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance ofa policy oftitle insurance,
a Binder or Commitment should be requested.
Dated as ofNovember 15, 2016 at 7:30 AM
44P&.
John Fernando, Title Officer
Ph: 800-281-0887
Email: satitleunit@octitle.com
The form of policy of title insurance contemplated by this report is:
Page 1
Order No. 305-1715858-01
Schedule "A"
The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee
Title to said estate or interest at the date hereof is vested in:
Salvador G. Alvarado and Angela Alvarado, husband and wife as joint tenants subject to paragraph no(s).7 to 10 ofSchedule B.
The land referred to in this report is situated in the County of San Diego, State of California, and is described as follows:
The Southwesterly 212.0 feet of Lot 9 ofIndustrial Tract, in the City ofCarlsbad, County ofSan Diego, State ofCalifornia,
according to Map thereof No. 1743, filed in the office ofthe County Recorder of San Diego County, January 3, 1923. Excepting
therefrom the Northwesterly 69.0 feet thereof, the Southeasterly line of said Northwesterly 69.0 feet being drawn parallel with and
distant 69.0 feet at right angles from the Northwesterly line of said Lot 9.Also excepting therefrom the Southwesterly 106.0 feet
thereof.
Assessor's Parcel Numbers(s):204-070-11 -00
Page 2
Order No. 305-1715858-01
Schedule "B"
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form
would be as follows:
1 General and Special taxes for the fiscal year 2016-2017, including any assessments collected with current taxes.
Total amount $2,062.62
1st installment $2,531.31, Open
Penalty $253.13 (after 12/12/2016)
2nd installment $2,531.31, Open
Penalty $263.13 (after 04/11/2016)
Code area 09000-City ofCarlsbad
Parcel No.204-070-11-00
Exemption $7,000.00
2 Supplemental taxes including special assessments and/or personal property taxes if any,for the fiscal year 2015-2016
1st installment:$1,368.46 penalty $136.84 ( after 12/10/2016 )
2nd installment:$1,368.46 penalty $146.84 ( after 04/10/2017 )
Supplemental Bill no.859-183-29-45
3 The Lien of future supplemental taxes,if any, assessed pursuant to the provisions of section 75, et seq ofthe revenue and
taxation code ofthe state of California
4 Covenants,conditions and restrictions in an instrument recorded in Book 1026,Page 152.of Deeds,but omitting any
covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the
extent said covenant (a) is exempt under chapter 42, section 3604 of the United States code or (b) relates to handicap but
does not discriminate against handicapped persons.
"NOTE: section 12955 ofthe government code provide the following:ifthis document contains any restriction based onrace,
color, religion,sex,familial status, marital status, disability, national origin, or ancestry, that restriction violates state and
federal fair housing laws and is void, and may be removed pursuant to Section 12955 of the government code. Lawful
restriction under state and federal law on the age of occupants in senior housing for older persons shall not be construed as
restriction based on familial status."
5 An easement for purposes herein stated, and rights incidental thereto as set forth in an instrument
Recorded:In Book 7318, Page 523 of Official Records
For:Ingress and egress and all public utilities and incidental purposes
Affects:a portion of said land as more fully described in said document
6 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument
Recorded:01/06/1969,as Instrument No. 69-2372, Official Records
For:Public utilities and incidental purposes
In favor of:San Diego Gas and Electric Company,a Corporation
Affects:more particularly described in the above mentioned.
NOTE:Reference is made to said document for full particulars.
7 An Instrument upon the terms and conditions therein
Entitled:Notice of Violation
Executed by:City of Engineer City ofCarlsbad
Recorded:11/14/1975,as Instrument No.75-320426 Official Records
8 The effect of a conveyance ofsaid land
From:Salvador G. Alvarado and Angela Alvarado, husband and wife,as joint tenants
To:The Alvarado Family Trust of2002
Recorded:5/1/2002 ,as Instrument No. 02-368277 ,Official Records.
Page 3
Order No. 305-1715858-01
Prior to close of this transaction we will require evidence of the validity of the above conveyance.The documentation
appropriate to establish the validity of said conveyance will vary according to circumstances.Therefore this office must be
contacted to determine what documentation will be acceptable to this company.
9 The effect of a conveyance of said land
From:Carlos Alvarado and George Alvarado, Successor Co-Trustees of the Alvarado Family Trust
of2002
To:Tyler Street Development, LLC,a California Limited Liability Company
Recorded:11/12/2015 ,as Instrument No.15-587595 ,Official Records.
Prior to close of this transaction we will require evidence of the validity of the above conveyance.The documentation
appropriate to establish the validity of said conveyance will vary according to circumstances.Therefore this office must be
contacted to determine what documentation will be acceptable to this company.
10 The requirement that we be furnished a copy of the Alvarado Family Trust of 2002 and any amendments thereto.A
certification ofsaid trust is acceptable if made pursuant to probate code section 18100.5 and qualified as a trust under section
82 ofprobate code.
11 The requirement that we be provided:
(1) A copy ofthe filed articles of organization ofTyler Street Development, LLC,a limited liability company.
(2) A current list ofthe names of said limited liability company members.
(3) A copy of said limited liability company's operating agreement, with a verified certificate that the operating agreement is
a true and correct copy of the agreement now in effect.
12 "NOTE:Please be advised that our search did not disclose any open Deeds ofTrust ofrecord.If you should have knowledge
of any outstanding obligation, please contact your title officer immediately for further review".
13 An Abstract ofJudgment
Recorded:08/23/2011 as Instrument No.11-434767 ,Official Records.
Entered:12/06/2010
Case no.:37-2009-00077423-CL-CL-SC
Court:Superior Court of California, County of San Diego
Judicial District:South County Division
Amount:$2,139.59 plus interest and costs.
In favor of:Hilco Receivables LLC Assignee ofProvidian/WMB
Against:Angela Alvarado
Attorney for judgment creditor or mailing address:
Name:Erica L. Brachfeld, S.B.N. 180683
The Brachfeld Law Group, P.C.
Address:880 Apollo Street, Ste 155
El Segundo, CA 90245
Page 4
Order No. 305-1715858-01
14 A judgment for child and/or spousal support as contained in an instrument
Recorded:12/13/2001 as Instrument No.01-915719 ,Official Records.
Court:Superior Court ofCalifornia, County ofOrange
Case no.:97P005071
Amount:$Not Shown
In favor of:Orange County District Attorney
Against:Salvador Alvarado
Attorney for judgment creditor or mailing address:
Name:Tony Rachauckas District Attorney
Family Support Division
Address:1055 N. Main Street, P.O. Box 22099
Santa Ana, California 92701-2099
*Together with any amounts due for past months not previously paid.
If the above judgment is in favor of a district attorney or other public agency then evidence that the payments are current or a
satisfaction ofjudgment must come from said agency
Unless otherwise satisfied it will be necessary to record an Acknowledgement of Satisfaction of Matured Installments in
compliance with section 724.250 of Code of Civil Procedure.
15 Applicant has requested Orange Coast Title Company of Southern California -Los Angeles Division (The Company) to
issue a preliminary report of the property described herein. Applicant is aware that Title Insurance may be available for the
contemplated transaction, but may not request the company to issue or cause to be issued a policy therein. Applicant agrees
that this report is issued for the exclusive use of applicant and that said preliminary report is issued pursuant to section
12340.11 ofthe insurance code of the State of California. By acceptance ofthis report, applicant understands and agrees that
said report is not an abstract of title, nor are any of the rights, duties or responsibilities applicable to the preparation and
issuance of an abstract of title applicable to the issuance ofthis report. This report shall not be construed as,nor constitute,a
representation as to the condition of the title to real property, but shall contribute a statement terms and conditions upon
which the issuer is willing to issue a title policy,if requested to do so.
16 The title search has disclosed possible liens and judgments that cannot be eliminated until we receive a completed
Statement of Information from Salvador G. Alvarado and Angela Alvarado.THIS TRANSACTION WILL NOT
BE ABLE TO CLOSE UNTIL WE HAVE RESOLVED THESE MATTERS.YOUR PROMPT ATTENTION IS
APPRECIATED.
End of Schedule B
Page 5
Order No. 305-1715858-01
"NOTES AND REQUIREMENTS SECTION"
Note No.1
California Revenue and Taxation Code Section 18662,effective January 1,1994 and by amendment effective January 1,2003,
provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3%of the total sales price as
California State Income Tax, subject to the provisions ofthe law as therein contained.
NOTE NO.2 PAYOFF INFORMATION:
Note: this company does require current beneficiary demands prior to closing.
If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows:
A.If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment.
The amount of this hold will be over and above the verbal hold the lender may have stipulated.
B.If this company cannot obtain a verbal update on the demand,will either pay offthe expired demand or wait for the amended
demand, at the discretion ofthe escrow.
C.In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of
the servicing agreement prior to close.
Note No.3
If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods
for checks deposited to escrow or sub-escrow accounts. The mandatory hold is one business day after the day deposited. Other checks
require a hold period from three to seven business days after the day deposited.
Notice Regarding Your Deposit of Funds
California Insurance Code Sections 12413 et.Seq.Regulates the disbursement of escrow and sub-escrow funds by title companies.
The law requires that funds be deposited in the title company escrow and sub-escrow accounts and be available for withdrawal prior to
disbursement. Funds deposited with the Company by wire transfer may be disbursed upon receipt. Funds deposited with the Company
via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit.If funds are
deposited with by other methods,recording or disbursement may be delayed.All escrow and sub-escrow funds received by the
Company will be deposited with other funds in one or more non-interest bearing escrow accounts of the Company in a financial
institution selected by the Company. The Company and/or its parent company may receive certain direct or indirect benefits from the
financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the
Company shall have no obligation to account to the depositing party in any manner for the value of, or to pay such party, any benefit
received by the Company and/or its parent Company. Those benefits may include, without limitation, credits allowed by such financial
institution on loans to the Company and/or its parent company and earnings on investments made on the proceeds of such loans,
accounting,reporting and other services and products of such financial institution.Such benefits shall be deemed additional
compensation of the Company for its services in connection with the escrow or sub-escrow.
Page 6
Order No. 305-1715858-01
Attention
Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper.There are no
markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed.Thatiegal
description page immediately follows this page.
Thank you for your support of Orange Coast Title Company of Southern California -Los Angeles Division. We hope that this
makes your job a little easier.
Page 7
Order No. 305-1715858-01
Exhibit "A"
The Southwesterly 212.0 feet of Lot 9 of Industrial Tract, in the City ofCarlsbad, County of San Diego, State of California,
according to Map thereof No. 1743, filed in the office of the County Recorder of San Diego County, January 3, 1923. Excepting
therefrom the Northwesterly 69.0 feet thereof, the Southeasterly line ofsaid Northwesterly 69.0 feet being drawn parallel with and
distant 69.0 feet at right angles from the Northwesterly line ofsaid Lot 9.Also excepting therefrom the Southwesterly 106.0 feet
thereof.
Page 8
•
Order No. 305-1715858-01
CLTA Preliminary Report Form -Exhibit B (06-03-11)
CLTA STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverageofthis policy andthe. Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of:
I. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws; ordinances. or regulations) restricting, regulating, prohibiting or relating (i) the occupancy,use,or enjoyment ofthe
land;(ii)the character, dimensions or locationofany improvement now or hereafter erected on the land;(iii)a separation in ownership orachange in the dimensions or area ofthe land or any parcel ofwhich the land is cams
a part; or (iv) environmental protection, or the effect ofany violation ofthese laws, ordinances or governmental regulations,except to the extent that a notice ofthe enforcement thereof or a notice of a defect, lien, or
encumbrance resulting from a violation or alleged violation affecting the landhas been recorded in the public records at Date ofPolicy. (b) Any governmental police power not excluded by (a) above, except to the extent thatanoticeofthe exercise thereof or noticeofa defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at DateofPolicy.
2.Rights ofeminent domain unless noticeofthe exercise thereof has been recorded in the public records at Date ofPolicy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would
be binding on the rights ofa purchaser for value without knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Dateof Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the
Company, not recorded in the public records at Date ofPolicy, but known to the insured claimant and not disclosed in writing to the Companyby.the insured claimant prior to the date the insured claimant became an insured
under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date ofPolicy; or (e) resulting in loss or damage which would not have been sustained ifthe insured claimant
had paid value for the insured mortgage or for the estate or interest insured by this policy.4.Unenforceability of the lien ofthe insured mortgage becameofthe inability or failure of the insured at Date ofPolicy, or the inability or failure ofany subsequent owner ofthe indebtedness, to comply with the applicable
doing business lawsofthe state in which the land is situated.
5.Invalidity or unenforceability ofthe lien ofthe insured mortgage, or claim thereof, which arises outofthe transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth
in lending law.
6.Any claim, which arises outofthe transaction vesting in the insured the estate ofinterest insured by this policy or the transaction creating the interestofthe insured lender, by reason ofthe operationoffederal bankruptcy,
state insolvency or similar creditors' rights laws.
EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I
This policydoes not insure against loss or damage (and the Companywill not pay costs, attorneys' fees or expenses) which arise by reason of:
1.Taxes or assessments which are not shown as existing liens by the recordsofany taxing authority that levies taxes or assessments on real property or by the public records.Proceedings byapublic agency which may result
in taxes or assessments, or notices ofsuch proceedings, whether or not shown by the records ofsuch agency or by the public records.
2.Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection ofthe land or which may be asserted by persons in possession thereof.3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts whicha correct survey would disclose, and which are 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.
CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02/03/10)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:
I. Governmental police power, and the existence or violationofthose portionsofany law or government regulation concerning: abuilding,b.zoning, c.land used. improvements on the Land, e.land division; and,f
environmental protection.This Exclusion does not limit the coverage described in Covered Risk 8.a.,14,15,16,18, 19, 20, 23 or 27.
2.The failureof Your existing structures, or any partofthem, to be constructed in accordance with applicable building codes.This Exclusion does notlimitthe coverage described in Covered Risk 14 or 15.
3.The right to take the Land by condemning it.This Exclusion does not limit the coverage described in Covered Risk 17.
4.Risks:a.that are created, allowed, or agreed to by You, whether or not they recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the
Policy Date;c.that result in no loss to You; ord.that first occur after the Policy Date -this does notlimit the coverage described in Covered Risk 7, 8.e, 25, 26, 27, or 28.
5.Failure to pay value for Your Title.
6.Lack ofa right:a.to any land outside the area specifically described and referred to in paragraph 3 ofSchedule A; andb.in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the
coverage described in Covered Risk 11 or21.
7.The transfer oftheTitle to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
•For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limitof Liability shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A areas follows:
Your Deductible Amount Our Maximum Dollar Limit ofLiability
Covered Risk 16:1 % of Policy Amount shown in Schedule A or S2,500 (whicheveris less)S 10,000
Covered Risk 18:1 % of Policy Amount shown in Schedule A or S5,000 (whichever is less)S 25,000
Covered Risk 19:1 % of Policy Amount shown in Schedule A or S5,000 (whichever is less)S 25,000
Covered Risk 21:1 % of Policy Amount shown in Schedule A or S2,500 (whichever is less)S 5,000
ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:
1.Governmental police power, and the existence or violationofany law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning:•land use •improvements on the
land •land division * environmental protection.This exclusion does not apply to violations or the enforcementofthese matters which appear in the public records at Policy Date.This exclusion does notlimit the zoning
coverage described in Items 12 and 13 of Covered Title Risks.
2.The right to take the land by condemning it, unless: *a notice ofexercising the right appears in the public records non the Policy Date *the taking happened prior to the Policy Date and is binding on youifyou bought the
land without knowingofthe taking
3 Title Risks: *that are created, allowed, or agreed to by you *that are known to you, but not to us,on the Policy Date --unless they appeared in the public records *that result in no loss to you *that first affect your title after
the Policy Date --this does notlimitthe labor and material lien coverage in Item 8 ofCovered Title Risks
4.Failure to pay value for your title.
5.Lack ofaright:'to any land outside the area specifically described and referred to in Item 3 ofSchedule A OR in streets, alleys, or waterways that touch your land. This exclusion does not limit the access coverage in
Item 5 ofCovered Title Risks.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverageofthis policy, and the Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of:
I. (a) Any law, ordinance or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to (i)the occupancy, use, or enjoymentofthe land;(ii)the character,
dimensions or locationofany improvement erected on the Land;(iii)the subdivision ofland; or (iv) environmental protection; or the effectofany violation ofthese laws, ordinances or governmental regulations.This
Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.
2.Rights ofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or8.
3.Defects, liens, encumbrances, adverse claims or other matters:(a)created, suffered, assumed or agreed to by the Insured Claimant; (b)not known to the Company, not recorded in the public records at DateofPolicy,
but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to
the Insured Claimant; (d) attaching or created subsequent to DateofPolicy (however, this does not modify or limit the coverage provided under Covered Risk II,13 or 14);or(e) resulting in loss or damage that would not have
been sustained ifthe Insured Claimant had paid value for the Insured Mortgage.
4.Unenforceability ofthe lien ofthe Insured Mortgage becauseofthe inability or failure ofan Insured to comply with applicable doing-business laws ofthe state in which the Land is situated.
5.Invalidity or unenforceability in whole or in part ofthe lienofthe Insured Mortgage that arises outofthe transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or
truth in lending law.
6.Any claim, by reason ofthe operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lienofthe Insured Mortgage, is (a)afraudulent conveyance or fraudulent
transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b)ofthis policy.
7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between DateofPolicy and the dateofrecordingofthe Insured Mortgage in the Public Records.This
Exclusion does not modify orlimitthe coverage provided under Covered Risk 11(b).
•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
1.(a) Taxes or assessments that are not shownas existing liens by the records ofany taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings byapublic agency that may
result in taxes or assessments, or notices ofsuch proceedings, whether or not shown by the records ofsuch agency or by the Public Records./Any facts, rights, interests or claims which are not shown by the Public Records but that could be ascertained by an inspectionofthe Land or that may be asserted by persons in possession ofthe 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 wouldbe disclosed by an accurate and complete land survey ofthe 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 toalien for services, labor or material not shown by the public records.
2006 ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage ofthis policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:
1.(a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to: (i) the occupancy,use,or enjoyment ofthe Land;(ii)
the character, dimensions, or location ofany improvement erected on the Land;(iii)the subdivisionofland; or (IV) environmental protection; or the effect ofany violation ofthese laws, ordinances, or governmental
Page 9
Order No. 305-1715858-01
regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under
Covered Risk 6.
2.Rightsofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of
Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became anInsured under this policy;(c) resulting in no loss or
damage to the Insured Claimant; (d) attaching or created subsequent to DateofPolicy (however, this does not modify orlimitthe coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or
damage that would not have been sustained ifthe Insured Claimant had paid value for the Title.
4.Any claim, by reason ofthe operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a)a fraudulent conveyance or fraudulent
transfer; or (b)a preferential transfer for any reason not stated in Covered Risk 9 ofthis policy.
5.Any lienon the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between DateofPolicy and the dateofrecording ofthe deed or other instrument oftransfer in the Public
Records that vests Title as shown in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also
include the following Exceptions from Coverage:
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:
1.(a) Taxes or assessments that are not shown as existing liens by the records ofany taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings byapublic agency
that may result in taxes or assessments, or noticesofsuch proceedings, whether or not shown by the records ofsuch 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 ofthe Land or that may be asserted by persons in possessionofthe 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 ofthe Land and that are 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.
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverageofthis policy and the Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of
1.(a) Any law, ordinance, permit, or governmental regulation (including but not limited to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy,use,or enjoyment ofthe Land;(ii)the
character, dimensions or locationofany improvement erected on the Land;(iii)the subdivision ofthe land; or (iv) environmental protection, or the effect ofany violation ofthese laws, ordinances or governmental regulations
This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risks 5, 6, 13(c), 13(d),14, and 16.(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided
under Covered Risks 5, 6, 13(c), 13(b),14, and 16./Rights ofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or8.
3.Defects, liens, encumbrances, adverse claims or other matters (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of
Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant becamean Insured under this policy;(c) resulting in no loss or
damage to the Insured Claimant(d) attaching or created subsequent to DateofPolicy (however, this does not modify or limit the coverage provided under Covered Risks 11,16,17,18,19, 20, 21, 22, 23, 24, 27 or 26);
or (e)resulting in loss or damage which would not have been sustained ifthe Insured Claimant had paid value for the Insured Mortgage.
4.Unenforceability ofthe lien ofthe Insured Mortgage became ofthe inability or failure ofthe Insured to comply with applicable doing-business laws ofthe state in which the Land is situated.
5.Invalidity or unenforceability in whole or in part ofthe lien ofthe Insured Mortgage that arises outofthe transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth
in lending law.This Exclusion does not modify or limit the coverage provided in Covered Risk 26.
6.Any claim of invalidity, unenforceability or lack of priority ofthe lien ofthe Insured Mortgageasto Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no
longer the ownerofthe estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.
7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date ofPolicy in accordance with applicable building codes.This Exclusion does not
modify or limit the coverage provided in Covered Risk 5or 6..
8.The failureofthe residential structure, or any portion of it, to have been constructed before, on or after DateofPolicy in accordance with applicable building codes.This Exclusion does not modify orlimitthe coverage
provided in Covered Risk 5 or6.
9.Any claim, by reason ofthe operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien ofthe Insured Mortgage, is (a)afraudulent conveyance or fraudulent
transfer, or (b)a preferential transfer for any reason not stated in Covered Risk 27(b)ofthis policy.
Page 10
'14 UP°
Order No. 305-1715858-01
Orange Coast Title Company of Southern California -Los Angeles Division
PRIVACY POLICY
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 that you provide to us. Therefore, 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 which 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.
Types of Information
Depending upon which ofour 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, irperson,
by telephone or any other means.
•Information we receive from providers ofservices to us, such as appraisers, appraisal management companies, real estate
agents and brokers and insurance agencies (this may include the appraised value, purchase price and other details aboutthe property that is the subject ofyour transaction with us).
•Information about your transactions with us, our Affiliated Companies, or others; and
•Information we receive from a consumer reporting agency.
Use of Information
We request information from you for our own legitimate business purposes and not for 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.
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 orservices 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. We currently maintain physical, electronic, and procedural safeguards
that comply with federal regulations to guard your nonpublic personal information.
Other Important Information
We reserve the right to modify or supplement this Privacy Policy at any time.If our Privacy Policy changes, we will provide the new
Privacy Policy before the new policy becomes effective.
Page 11
Order No. 305-1715858-01
Orange Coast Title Company of Southern California -
Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana, CA 92705
714-558-2836
CONFIRMATION OF CONVEYANCE
(Low or No Consideration Transfer)
I/We
Declare as Follows:
1.That I/We am/are the grantor(s) named in a certain grant deed or quit claim deed recorded as Instrument No.
,in the County of ,State of California.
2.That I/We did execute said conveyance on or about the date indicated.
3.That said Deed is valid and in full force and effect and that I/We claim no ownership interest in the property described therein.
4.That I/We hereby acknowledge, confirm, and ratify the above described conveyance.
5.That I/We did convey and transfer said property to the grantees and I/We am/are due no other consideration for my/our
interest in the transferred property.
6.That I/We am/are making this declaration for the purposes of inducing Orange Coast Title Company of Southern California -
Los Angeles Division to issue certain policies of title insurance, insuring title to said land, and that Orange Coast Title
Company of Southern California -Los Angeles Division is not willing to insure title to said land if my/our interest was not
transferred free from any remaining agreements or consideration.
I/We declare under penalty ofperjury that the foregoing is true and correct and that this declaration is made this
Day of ,at ,California.
BY:Social Security #
BY:Social Security #
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy or validity ofthat document.
State ofCalifornia S.S.County of San Diego
On ,before me,
personally appeared
who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon behalfofwhich the person(s) acted, executed this
instrument.
I certify under PENALTY OF PERJURY under the laws ofthe State ofCalifornia that the foregoing paragraph is true and correct.
WITNESS MY HAND and OFFICIAL SEAL
Signature:
(Notary Seal)
Page 12
Order No. 305-1715858-01
DO NOT USE THE SAME NOTARY AS USED TO EXECUTE THE DEED OR QUITCLAIM
Page 13
Order No. 305-1715858-01
CERTIFICATION OF TRUST
PURSUANT TO CALIFORNIA PROBATE CODE SECTION 18100.5
I (We)
,trustee(s) confirm the following facts:
1.The (Name of Trust) is currently
in existence and was created on (Date of Creation of Trust).
2.The settler(s) of the trust are as follows:
3.The currently acting trustee(s) of the trust is (are):
4.The power of the trustee(s) includes:
(a)The powers to sell, convey and exchange []YES [NO (check one)
(b)The powers to borrow money and encumber the trust property with a deed of trust or mortgage
[]YES [NO (check one)
5.The trust is:(check the applicable box)
(a)revocable [];
(b)irrevocable []and the following party (ies), if any,is (are) identified as having the power to
revoke the trust:
6.The trust:(check the applicable box)
(a)does have multiple trustees [];
(b)does not have multiple trustees [];If the trust has multiple trustees, the signatures of all the
trustees or of any of the trustees is required to exercise the powers of the trust.
7.The trust identification number is as follows:(Social Security No./Employee ID)
8.Title to trust assets shall be taken in the following fashion:
The undersigned trustee(s) hereby declare(s) that the trust has not been revoked, modified, or amended in any manner,
which would cause the representations, contained herein to be incorrect.The certification is being signed by all currently
acting trustee(s)and is being executed in conformity with the provision of California Probate Code Section 18100.5,
Chapter 530, Statutes of 1993.
Document Date:
by:by:
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
State of California S.S.County of
On ,before me,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon behalfof which the person(s) acted, executed this
instrument.
I certify under PENALTY OF PERJURY under the laws ofthe State ofCalifornia that the foregoing paragraph is true and
correct.
WITNESS MY HAND and OFFICIAL SEAL
Signature:
Page 14
Order No. 305-1715858-01•
(Notary Seal)
Page 15
Order No. 305-1715858-01
STATEMENT OF FACTS
CONFIDENTIAL INFORMATION FOR YOUR PROTECTION
This statement is to be signed personally by each party to the transaction and by both husband, wife or domestic partner before title insurance can be written.When
filled in completely it will serve to establish identity, eliminate matters affecting persons ofsimilar name, protect you against forgeries, and speed the completion ofyour
transaction.
MY FULL NAME (First, Middle, Last)Date ofBirth :
Business Ph:Home Ph:Birthplace:
SS#Driver's License No.Expiration Date State Issued
I have lived continuously in the USA since:
Full name ofspouse/domestic partner: (First, Middle, Last)
Spouse/domestic partner's Birthplace:Date ofBirth:
Spouse/domestic partner's SS#I have lived continuously in the USA since:
We were married/legally joined on :at
Spouse/domestic partner's maiden name:
RESIDENCES & OCCUPATIONS DURING PAST 10 YEARS
Street City From to
Street City From to
Street City From to
OCCUPATIONS
(Husband/Domestic partner)Firm Name:Location:
Firm Name:Location:
Firm Name:Location:
(Wife/Domestic partner)Firm Name:Location:
Firm Name:Location:
Firm Name:Location:
(Ifno former marriage/union, write "none" Otherwise complete the following)
Any Former Name offormer wife/domestic partner:
Marriages Deceased:Divorced:Interlocutory:Final:When:Where:
(check one item -Name of former husband/domestic partner:
fill in date &place)Deceased:Divorced:Interlocutory:Final:When:Where:
There are no leases, defects, encumbrances, adverse claims, or other matters affecting said property other than as
Shown on the Preliminary Report prepared by:
Bearing the above referenced order number dated:
There is no-one in possession or entitled to possession ofsaid property other than the Vestee shown in said
Preliminary Report except:
There is no work of improvement in progress and no such work has been completed within one year of this date:
(Circle One)YES NO
The Street address ofthe property in this transaction is:
Single Family Residence:Multiple Residence:Commercial:Vacant Land:
Occupied By:Owner:Lessee:Tenants:
Is any portion of new loan funds to be used for construction?(circle one)YES NO
Date:
(Signature)
Order No:305-1715858-01
(Signature)
Page 16
•Order No. 305-1715858-01
Orange Coast Title Company of Southern
L.4 California -Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana,CA 92705
714-558-2836
November 21, 2016
Chandler Law Firm
Attn:Paul Chandler
6080 Center Drive 6th Floor
Los Angeles, CA 90045
Congratulations on your recent listing.On behalf of Orange Coast Title Company of Southern California -Los
Angeles Division, I would like to take this opportunity to thank you for allowing us to provide you with the
attached report.
To offer the best service you and your client deserve, please reference the order number below when an offer
has been accepted and you are ready to open escrow:
305-1715858-01
Should you need anything, please do not hesitate to contact me at:
John Fernando, Title Officer
Ph: 800-281-0887
Email: johnf@octitle.com
Fax: 714-822-3223
Page 17
**.t.
Order No. 305-1715857-01
CUT Orange Coast Title Company of Southern California -
Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana, CA 92705
714-558-2836
PRELIMINARY REPORT
Chandler Law Firm
6080 Center Drive 6th Floor
Los Angeles, CA 90045
Attention:Paul Chandler Your no.:3337 Tyler
Property address:3337 Tyler Street, Carlsbad, CA 92008 Order no.:305-1715857-01
Dated:November 21, 2016
In response to the above referenced application for a policy of title insurance, Orange Coast Title Company of Southern California
-Los Angeles Division hereby reports that it is prepared to issue, or cause to be issued,as of the date hereof,a Policy or Policies of
Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained
by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant
to the printed Schedules, Conditions and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in
Exhibit B attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth
in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive
remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance
which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit B.
Copies of the policy forms should be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit B of this report
carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the
terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as the condition of title and may not list all
liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a pol icy of title
insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance of a policy of title insurance,
a Binder or Commitment should be requested.
Dated as of November 15, 2016 at 7:30 AM ig;kk-*
John Fernando, Title Officer
Ph: 800-281-0887
Email: satitleunit@octitle.com
The form of policy of title insurance contemplated by this report is:
Page 1
Order No. 305-1715857-01
Schedule "A"
The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee
Title to said estate or interest at the date hereof is vested in:
Gio Group, Inc.,a California Corporation,as to an Undivided 50% Interest and Nuast Corporation,a California Corporation,as to an
Undivided 50% Interest,as Tenants in Common, subject to paragraph no(s).5 of Schedule B.
The land referred to in this report is situated in the County ofSan Diego, State of California, and is described as follows:
Lot 9 of Industrial Tract, in the City ofCarlsbad, County of San Diego, State ofCalifornia. according to Map thereof No. 1743, filed
in the Office of the County Recorder of San Diego County, January 3, 1923.
Excepting therefrom the Northwesterly 69.0 feet thereot the Southeasterly line of said Northwesterly 69.0 feet being drawn parallel
with and distant 69.0 feet at right angles from the Northwesterly line ofsaid Lot 9.
Also excepting therefrom the Southwesterly 212.0 feet thereof.
Assessor's Parcel Numbers(s):204-070-10-00
Page 2
Order No. 305-1715857-01
Schedule "B"
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form
would be as follows:
1 General and Special taxes for the fiscal year 2016-2017, including any assessments collected with current taxes.
Total amount $5,062.62
1st installment $2,531.31, Open
Penalty $253.13 (after 12/12/2016)
2nd installment $2,531.31, Open
Penalty $263.13 (after 04/10/2017)
Code area 09000 -City of Carlsbad
Parcel No.204-070-10-00
Exemption $None
2 Supplemental taxes including special assessments and/or personal property taxes if any, for the fiscal year 2016-2017.
1st installment:$1,249.50 paid
2nd installment:$1,249.50 paid
Bill No.:Not shown
Supplemental No.:859-517-25-55
3 The Lien of future supplemental taxes,if any,assessed pursuant to the provisions of section 75, et seq of the revenue and
taxation code of the state ofCalifornia
4 An easement for purposes herein stated, and rights incidental thereto as set forth in an instrument
Recorded:In Book 7318, Page 523 ofOfficial Records
For:Ingress and egress and all public utilities and incidental purposes
Affects:A portion ofsaid land as more fully described insaid document
5 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument
Recorded:1/6/1969,as Instrument No. 69-2381, Official Records
For:Poles, wires, anchors and incidental purposes
In favor of San Diego Gas &Electric Company,a Corporation
Affects:more particularly described in the above mentioned.
NOTE:Reference is made to said document for full particulars.
6 The effect ofa conveyance ofsaid land
From:Gio Group,Inc.,a California Corporation,as Tenants in Common with a 50% undivided
interest, and Nuast Corporation,a California Corporation,as Tenant in Common with a 50%
undivided interest
To:Tyler Street Development, LLC,a California Limited Liability Company
Recorded:12/1/2015 ,as Instrument No.15-617397 ,Official Records.
Prior to close of this transaction we will require evidence of the validity of the above conveyance.The documentation
appropriate to establish the validity of said conveyance will vary according to circumstances.Therefore this office must be
contacted to determine what documentation will be acceptable to this company.
7 "NOTE:Please be advised that our search did not disclose any open Deeds of Trust of record.Ifyou should have knowledgeofany outstanding obligation, please contact your title officer immediately for further review".
Page 3
Order No. 305-1715857-01
8 A lien due the State ofCalifornia
Department:State of California Employment Development Department
Certificate no.:G000308276
Account no.:L2125756928
Amount:$66,928.31
Taxpayer:The Vine at the Village Garden, Inc.
Gio
Recorded:12/28/2011,as Instrument No.11-699934 ,Official Records.
9 A lien due the State of California
Department:State ofCalifornia Employment Development Department
Certificate no.:G000210505
Account no.:L0592071680
Amount:$28,678.36
Taxpayer:The Vine at the Village Garden, Inc.
Gio
Recorded:3/21/2012,as Instrument No.12-165119 ,Official Records.
10 A lien due the State of California
Department:State ofCalifornia Employment Development Department
Certificate no.:G000360916
Account no.:L1905957760
Amount:$24,700.14
Taxpayer:The Vine at the Village Garden, Inc.
Gio
Recorded:11/16/2012,as Instrument No.12-718580 ,Official Records.
11 A lien due the State ofCalifornia
Department:State of California Employment Development Department
Certificate no.:G000076718
Account no.:L0439610368
Amount:$28,523.69
Taxpayer:The Vine at the Village Garden, Inc.
Gio
Recorded:4/17/2012,as Instrument No.12-224528 ,Official Records.
12 A lien due the State of California
Department:State ofCalifornia Employment Development Department
Certificate no.:G000302727
Account no.:L0084029824
Amount:$23,808.45
Taxpayer:The Vine at the Village Garden, Inc.
Gio
Recorded:9/27/2012,as Instrument No.12-588554 ,Official Records.
13 This company will require the following in order to insure title in, or a conveyance or encumbrance from the entity named
below.
Name:Gio Group, Inc.,a California Corporation
(a) A copy ofthe by-laws or articles ofassociation (sometimes known as the "agreement" or "charter").
(b)A copy of the resolution of the association approving the present transaction and identifying the subject land.The
resolution should also state that the transaction is necessary for the business purposes of the association and should name the
parties who are authorized to execute documents for the association.
(c) Articles of incorporation
Page 4
Order No. 305-1715857-01
14 This company will require the following in order to insure title in, or a conveyance or encumbrance from the entity named
below.
Name:Nuast Corporation,a California Corporation
(a) A copy ofthe by-laws or articles of association (sometimes known as the "agreement" or "charter").
(b)A copy of the resolution of the association approving the present transaction and identifying the subject land.The
resolution should also state that the transaction is necessary for the business purposes ofthe association and should name the
parties who are authorized to execute documents for the association.
(c) Articles of incorporation
15 The requirement that we be provided:
(1) A copy of the filed articles of organization of Tyler Street Development, LLC,a California Limited Liability Company,a
limited liability company.
(2) A current list ofthe names of said limited liability company members.
(3) A copy of said limited liability company's operating agreement, with a verified certificate that the operating agreement is
a true and correct copy of the agreement now in effect.
16 Applicant has requested Orange Coast Title Company of Southern California -Los Angeles Division (The Company) to
issue a preliminary report of the property described herein. Applicant is aware that Title Insurance may be available for the
contemplated transaction, but may not request the company to issue or cause to be issued a policy therein. Applicant agrees
that this report is issued for the exclusive use of applicant and that said preliminary report is issued pursuant to section
12340.11 ofthe insurance code ofthe State of California. By acceptance of this report, applicant understands and agrees that
said report is not an abstract of title, nor are any of the rights, duties or responsibilities applicable to the preparation and
issuance ofan abstract of title applicable to the issuance ofthis report. This report shall not be construed as,nor constitute,a
representation as to the condition of the title to real property,but shall contribute a statement terms and conditions upon
which the issuer is willing to issue a title policy,if requested to do so.
End of Schedule B
Page 5
Order No. 305-1715857-01
"NOTES AND REQUIREMENTS SECTION"
Note No.1
California Revenue and Taxation Code Section 18662,effective January 1,1994 and by amendment effective January 1,2003,
provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3%of the total sales price as
California State Income Tax, subject to the provisions ofthe law as therein contained.
NOTE NO.2 PAYOFF INFORMATION:
Note: this company does require current beneficiary demands prior to closing.If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows:
A.If this company accepts a verbal update on the demand, we may hold an amount equal to one monthly mortgage payment.
The amount ofthis hold will be over and above the verbal hold the lender may have stipulated.
B.Ifthis company cannot obtain a verbal update on the demand,will either pay offthe expired demand or wait for the amended
demand, at the discretion of the escrow.
C.In the event that a payoff is being made to a servicing agent for the beneficiary, this company will require a complete copy of
the servicing agreement prior to close.
Note No.3
If this company is requested to disburse funds in connection with this transaction, chapter 598, statutes of 1989 mandates hold periods
for checks deposited to escrow or sub-escrow accounts. The mandatory hold is one business day after the day deposited. Other checks
require a hold period from three to seven business days after the day deposited.
Notice Regarding Your Deposit of Funds
California Insurance Code Sections 12413 et.Seq.Regulates the disbursement of escrow and sub-escrow funds by title companies.
The law requires that funds be deposited in the title company escrow and sub-escrow accounts and be available for withdrawal prior to
disbursement. Funds deposited with the Company by wire transfer may be disbursed upon receipt. Funds deposited with the Company
via cashier's checks drawn on a California based bank may be disbursed the next business day after the day of deposit.If funds are
deposited with by other methods,recording or disbursement may be delayed.All escrow and sub-escrow funds received by the
Company will be deposited with other funds in one or more non-interest bearing escrow accounts of the Company in a financial
institution selected by the Company. The Company and/or its parent company may receive certain direct or indirect benefits from the
financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and the
Company shall have no obligation to account to the depositing party in any manner for the value of, or to pay such party, any benefit
received by the Company and/or its parent Company.Those benefits may include,without limitation,credits allowed by such
financial institution on loans to the Company and/or its parent company and earnings on investments made on the proceeds of such
loans,accounting, reporting and other services and products of such financial institution.Such benefits shall be deemed additional
compensation ofthe Company for its services in connection with the escrow or sub-escrow.
Page 6
Order No. 305-1715857-01
Attention
Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper.There are no
markings on the page. The idea is to provide you with a legal description that can be attached to other documents as needed.That
legal description page immediately follows this page.
Thank you for your support of Orange Coast Title Company of Southern California -Los Angeles Division. We hope that this
makes your job a little easier.
Page 7
Order No. 305-1715857-01
Exhibit "A"
Lot 9 ofIndustrial Tract, in the City of Carlsbad, County of San Diego, State of California. according to Map thereof No. 1743, filed
in the Office of the County Recorder of San Diego County, January 3, 1923.
Excepting therefrom the Northwesterly 69.0 feet thereot the Southeasterly line ofsaid Northwesterly 69.0 feet being drawn parallel
with and distant 69.0 feet at right angles from the Northwesterly line ofsaid Lot 9.
Also excepting therefrom the Southwesterly 212.0 feet thereof.
Page 8
•
Order No. 305-1715857-01
CLTA Preliminary Report Form -Exhibit B (06-03-11)
CLTA STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverageofthis policy and the Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of:
I. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy,use,or enjoymentofthe
land; (6) the character, dimensions or location ofany improvement now or hereafter erected on the land;(iii)a separation in ownership or a change in the dimensions or area ofthe land or any parcel ofwhich the land is or
was a part; or (iv) environmental protection, or the effect ofany violation ofthese laws, ordinances or governmental regulations, except to the extent that a notice ofthe enforcement thereof or a notice of a defect, lien, or
encumbrance resuhing from a violation or alleged violation affecting the land has been recorded in the public records at Date ofPolicy. (b) Any governmental police power not excluded by (a) above, except to the extent that
a noticeofthe exercise thereof or notice ofa defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date ofPolicy.
2.Rightsofeminent domain unless notice ofthe exercise thereof has been recorded in the public records at Date ofPolicy, but not excluding from coverage any taking whichhas occurred prior to Date ofPolicy which would
be binding on the rightsofapurchaser for value without knowledge.
3.Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at DateofPolicy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the
Company, not recorded in the public records at Date ofPolicy, but known to the insured claimant and not disclosed in writing to the Company by.the insured claimant prior to the date the insured claimant becamean insured
under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date ofPolicy; or (e) resuhmg in loss or damage which would not have been sustainedifthe insured claimant
had paid value for the insured mortgage or for the estate or interest insured by this policy.
4.Unenforceabilityofthe lienofthe insured mortgage becauseofthe inability or failureofthe insured at DateofPolicy, or the inability or failureofany subsequent owner ofthe indebtedness, to comply with the applicable
doing business lawsofthe state in which the land is situated.
5.Invalidity or unenforceabilityofthe lien ofthe insured mortgage, or claim thereof, which arises out ofthe transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth
in lending law.
6.Any claim, which arises out ofthe transaction vesting in the insured the estateofinterest insured by this policy or the transaction creating the interest ofthe insured lender, by reason ofthe operation offederal bankruptcy,
state insolvency or similar creditors' rights laws.
EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Companywill not pay costs, attorneys' fees or expenses) which arise by reasonof
I. Taxes or assessments which are not shown as existing liens by the records ofany taxing authority that levies taxes or assessments on real property or by the public records.Proceedings by a public agency which may result
in taxes or assessments, or noticesofsuch proceedings, whether or not shown by the recordsofsuch agency or by the public records.
2.Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspectionofthe land or which maybe asserted by persons in possession thereof
3.Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments,orany other facts which a correct survey would disclose, and which are 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 toalien for services, labor or material not shown by the public records.
CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02/03/10)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:
1.Govemmental police power, and the existence or violationofthose portionsofany law or government regulation concerning: a.building,b zoning, c.land use d.improvements on the Land, e.land division; and ,f
environmental protection.This Exclusion does not limit the coverage described in Covered Risk 8.a,14,15,16,18,19, 20, 23 or 27.
2.The failure ofYour existing structures, or any partofthem, to be constructed in accordance with applicable building codes.This Exclusion does not limit the coverage described in Covered Risk 14or 15.
3.The right to take the Land by condemning it.This Exclusion does not limit the coverage described in Covered Risk 17.
4.Risks:a.that are created, allowed, or agreed to by You, whether or not they recorded in the Public Records;b.thatareKnown to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the
Policy Date;c.that result in no loss to You; or d.that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e, 25, 26, 27, or 28.
5.Failure to pay value for Your Title.
6.Lack ofaright:a.to any land outside the area specifically described and referred to in paragraph3 ofSchedule A; and b.in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the
coverage described in Covered Risk 11 or21.
7.The transfer ofthe Title to Youis invalid as a preferential transfer oras a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
• For Covered Risk 16,IS, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limitof Liabilityshown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A areas follows:
Your Deductible Amount Our Maximum Dollar Limit of Liability
Covered Risk 16:1 % of Policy Amount shown in Schedule A orS2,500 (whichever is less)S 10,000
Covered Risk 18:1 % of Policy Amount shown in Schedule A orS5,000 (whichever is less)S 25,000
Covered Risk 19:1 % of Policy Amount shown in Schedule A orS5,000 (whichever is less)S 25,000
Covered Risk 21:1 % of Policy Amount shown in Schedule A orS2,500 (whichever is less)S 5,000
ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:
I. Governmental police power, and the existence or violationofany law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning:•land use •improvements on the
land •land division •environmental protection.This exclusion does not apply to violations or the enforcementofthese matters which appear in the public records at Policy Date.This exclusion does not limit the zoning
coverage described in Items 12 and 13 ofCovered Title Risks.
2.The right to take the land by condemning it, unless: •a noticeofexercising the right appears in the public records non the Policy Date *the taking happened prior to the Policy Date and is binding on youifyou bought the
land without knowingofthe taking
3.Title Risks: 'that are created, allowed, or agreed to by you *that are known to you, but not to us, on the Policy Date --unless they appeared in the public records *that result in no loss to you *that first affect your title after
the Policy Date --this does notlimitthe labor and material lien coverage in Item 8 ofCovered Title Risks
4.Failure to pay value for your title.
5.Lackofa right: •to any land outside the area specifically described and referred to in Item 3 ofSchedule A OR *in streets, alleys, or waterways that touch your land. This exclusion does not limit theaccess coverage in
Item 5 ofCovered Title Risks.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following mattersare expressly excluded from the coverageofthis policy, and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of
I. (a) Any law, ordinance or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy,use,or enjoyment ofthe land;(ii) the character,
dimensions or locationofany improvement erected on the Land;(iii)the subdivision ofland; or (iv) environmental protection; or the effect ofany violation ofthese laws, ordinances or governmental regulations.This
Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk5.
2.Rights ofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims or other matters:(a)created, suffered, assumed or agreed to by the Insured Claimant; (b)not known to the Company, not recorded in the public records at DateofPolicy,
but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to
the Insured Claimant; (d) attaching or created subsequent to DateofPolicy (however, this does not modify or limit the coverage provided under Covered Risk 11,13 or 14);or(e) resulting in loss or damage that would not
have been sustained ifthe Insured Claimant had paid value for the Insured Mortgage.
4.Unenforceability ofthe lienofthe Insured Mortgage becauseofthe inability or failure ofan Insured to comply with applicable doing-business lawsofthe state in which the Land is situated.
5.Invalidity or unenforceability in whole or in partofthe lien ofthe Insured Mortgage that arises outofthe transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or
truth in lending law.
6.Any claim, by reason ofthe operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien ofthe Insured Mortgage, is (a)afraudulent conveyance or fraudulent
transfer, or (b)a preferential transfer for any reason not stated in Covered Risk 13(b)ofthis policy.
7.Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date ofPolicy and the date ofrecordingofthe Insured Mortgage in the Public Records.This
Exclusion does not modify or limit the coverage provided under Covered Risk I I (b):
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Companywill not pay costs, attorneys' fees or expenses) that arise by reason of
I.(a) Taxes or assessments that are not shown as existing liens by the recordsofany taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings byapublic agency that may
result in taxes or assessments, or notices ofsuch proceedings, whether or not shown by the recordsofsuch agency or by the Public Records.
2.Any facts, rights, interests or claims which are not shown by the Public Records but that couldbe ascertained by an inspection ofthe Land or that may be asserted by persons in possession ofthe 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 wouldbe disclosed by an accurate and complete land surveyofthe 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 toalien for services, labor or material not shown by the public records.
2006 ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage ofthis policy, and the Companywill not pay loss ordamage, costs, attorneys' fees,or expenses that arise by reason of
Page 9
Order No. 305-1715857-01•I. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to: (i) the occupancy,use,or enjoymentofthe Land;(ii)
the character, dimensions, or location ofany improvement erected on the Land;(iii)the subdivision ofland; or(IV)environmental protection; or the effectofany violationofthese laws, ordinances, or governmental
regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.(b) Any governmental po lice power. This Exclusion 1(b) does not modify or limit the coverage provided under
Covered Risk 6.
2.Rights ofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3.Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Dateof
Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant becamean Insured under this policy;(c) resulting in no loss or
damage to the Insured Claimant; (d) attaching or created subsequent to DateofPolicy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or
damage that would not have been sustained ifthe Insured Claimant had paid value for the Title.
4.Any claim, by reason ofthe operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a)a fraudulent conveyance or fraudulent
transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 ofthis policy.
5.Any lien on the Title forreal estate taxes or assessments imposed by governmental authority and created or attaching between Date ofPolicy and the date ofrecordingofthe deedor other instrument oftransfer in the Public
Records that vests Title as shown in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also
include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policydoes not insure against loss or damage (and the Companywill not pay costs, attorneys' fees or expenses) that arise by reason of
I. (a) Taxes or assessments that are not shown as existing liens by the recordsofany taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by apublic agency
that may result in taxes or assessments, or noticesofsuch proceedings, whether or not shown by the recordsofsuch agencyor 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 ofthe Land or that may be asserted by persons in possessionofthe 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 byan accurate and complete land surveyofthe Land and that are 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 alien for services, labor or material not shown by the public records.
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverageofthis policy and the Company will notpay loss or damage, costs, attorneys fees or expenses which arise by reason of
1.(a) Any law, ordinance, permit, or governmental regulation (including but not limited to building and zoning) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoymentofthe Land;(ii)the
character, dimensions or location ofany improvement erected on the Land;(iii)the subdivision ofthe land; or (iv) environmental protection, or the effectofany violation ofthese laws, ordinances or govemmental regulations
This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risks 5, 6, 13(c), I3(d),14, and 16.(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided
under Covered Risks 5, 6, 13(c), 13(b),14, and 16.
2.Rightsofeminent domain.This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or8.
3.Defects, liens, encumbrances, adverse claims or other matters (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Dateof
Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant becamean Insured under this policy;(c) resulting in no loss or
damage to the Insured Claimant;(d) attaching or created subsequent to DateofPolicy (however, this does not modify or limit the coverage provided under Covered Risks 11,16,17,18,19, 20, 21, 22, 23, 24, 27 or 26);
or (e)resulting in loss or damage which would not have been sustained ifthe Insured Claimant had paid value for the Insured Mortgage.
4.Unenforceabilityofthe lien ofthe Insured Mortgage because ofthe inability or failureofthe Insured to comply with applicable doing-business lawsofthe state in which the Land is situated.
5.Invalidity or unenforceability in whole or in part ofthe lien ofthe Insured Mortgage that arises outofthe transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth
in lending law.This Exclusion does not modify or limit the coverage provided in Covered Risk 26.
6.Any claimofinvalidity, unenforceability or lack ofpriority ofthe lien ofthe Insured Mortgageasto Advances or modifications made after the Insuredhas Knowledge that the vestee shown in Schedule A is no
longer the owner ofthe estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.
7.Any lien on the Title for real estate taxesor assessments imposed by governmental authority and created or attaching subsequent to Date ofPolicy in accordance with applicable building codes.This Exclusion does not
modify or limit the coverage provided in Covered Risk5 or 6..
8.The failure ofthe residential structure, or any portion ofit, to have been constructed before, on or after DateofPolicy in accordance with applicable building codes.This Exclusion does not modify or limit the coverage
provided in Covered Risk 5 or 6.
9.Any claim, by reason ofthe operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien ofthe Insured Mortgage, is (a)afraudulent conveyance or fraudulent
transfer, or (b)apreferential transfer for any reason not stated in Covered Risk 27(b)ofthis policy.
Page 10
Order No. 305-1715857-01
Orange Coast Title Company of Southern California -Los Angeles Division
PRIVACY POLICY
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 that you provide to us.Therefore, 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 which 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.
Types of Information
Depending upon which of our services you are utilizing, the types ofnonpublic 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 we receive from providers of services to us, such as appraisers, appraisal management companies, real estate
agents and brokers and insurance agencies (this may include the appraised value, purchase price and other details aboutthe property that is the subject of your transaction with us).
•Information about your transactions with us,our Affiliated Companies, or others; and
•Information we receive from a consumer reporting agency.
Use of Information
We request information from you for our own legitimate business purposes and not for 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.
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. We currently maintain physical, electronic, and procedural safeguards
that comply with federal regulations to guard your nonpublic personal information.
Other Important Information
We reserve the right to modify or supplement this Privacy Policy at any time.If our Privacy Policy changes, we will provide the new
Privacy Policy before the new policy becomes effective.
Page 11
Order No. 305-1715857-01
COLT"
Orange Coast Title Company of Southern California -
Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana, CA 92705
714-558-2836
CONFIRMATION OF CONVEYANCE
(Low or No Consideration Transfer)
I/We
Declare as Follows:
I.That I/We am/are the grantor(s) named in a certain grant deed or quit claim deed recorded as Instrument No.
,in the County of ,State of California.
2.That I/We did execute said conveyance on or about the date indicated.
3.That said Deed is valid and in full force and effect and that I/We claim no ownership interest in the property described
therein.
4.That I/We hereby acknowledge, confirm, and ratify the above described conveyance.
5.That I/We did convey and transfer said property to the grantees and I/We am/are due no other consideration for my/our
interest in the transferred property.
6.That I/We am/are making this declaration for the purposes of inducing Orange Coast Title Company of Southern California -
Los Angeles Division to issue certain policies of title insurance, insuring title to said land, and that Orange Coast Title
Company of Southern California -Los Angeles Division is not willing to insure title to said land if my/our interest was not
transferred free from any remaining agreements or consideration.
I/We declare under penalty of perjury that the foregoing is true and correct and that this declaration is made this
Day of ,at ,California.
BY:Social Security #
BY:Social Security #
A notary public or other officer completing this certificate verifies only the identity ofthe individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy or validity ofthat document.
State of California S.S.County of San Diego
On ,before me,
personally appeared
who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon behalfofwhich the person(s) acted, executed this
instrument.
I certify under PENALTY OF PERJURY under the laws ofthe State of California that the foregoing paragraph is true and
correct.
WITNESS MY HAND and OFFICIAL SEAL
Signature:
(Notary Seal)
Page 12
Order No. 305-1715857-01
DO NOT USE THE SAME NOTARY AS USED TO EXECUTE THE DEED OR QUITCLAIM
Page 13
Order No. 305-1715857-01
Orange Coast Title Company of Southern
California -Los Angeles Division
640 N. Tustin Ave, Suite 106
Santa Ana, CA 92705
714-558-2836
November 21, 2016
Chandler Law Firm
Attn:Paul Chandler
6080 Center Drive 6th Floor
Los Angeles, CA 90045
Congratulations on your recent listing.On behalf of Orange Coast Title Company of Southern California -Los
Angeles Division, I would like to take this opportunity to thank you for allowing us to provide you with the
attached report.
To offer the best service you and your client deserve, please reference the order number below when an offer
has been accepted and you are ready to open escrow:
305-1715857-01
Should you need anything, please do not hesitate to contact me at:
John Fernando, Title Officer
Ph: 800-281-0887
Email: johnf@octitle.com
Fax: 714-822-3223
Page 14
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BOOK 404 PACE 07 'ROS 9179,16439
C.7
APR 13 2017
CITY ).!
:I',,.•)!\J
December 15, 2016
To the City of Carlsbad:
The undersigned are the Trustees of the Alvarado Family Trust Dated September 13,
2007 ("Trust"). The Trust is the owner of the real property located at 3327-3331 Tyler
Street, Carlsbad, California, 92008; APN 204-070-09-00. Our property is adjacent to the
real property located at 3337 Tyler Street, APN 204-070-10-00 and 204-070-11-00.
This will confirm that we have reviewed the Preliminary Grading Plan for the
development of 3337 Tyler Street and that we agree to allow the necessary demolition
of improvements (namely a portion of the fencing and mailbox) on our property and the
construction of a new paved driveway over our real property as shown in the
Preliminary Grading Plan.
Regard -N
0—Q-4)zu..exe9c.
Gil ert J.Iv do Sherry L.Alv a o
Trustee of the Alvarado Family Trust Trustee of the Alvarado Family Trust
Dated September 13, 2007 Dated September 13, 2007
#4-
OPERATING AGREEMENT OF TYLER STREET DEVELOPMENT, LLC
This Operating Agreement (the "Agreement")is entered into effective March 20, 2015, among
the persons who are signatories to the Agreement as it may be amended from time to time. The
Agreement shall govern the relationship among the persons as Members of Company and between
Company and the persons as Members, pursuant to the Act,as defined in Paragraph 1.1, below, and the
Articles of Organization (the "Articles"),as either may be amended from time to time.
1. THE LIMITED LIABILITY COMPANY
1.1 Pursuant to the Act, Nuast Corporation and Gio Group, Inc., acknowledge and confirm they
are the initial Members of the Limited Liability Company organized under the laws of the State of
California known as TYLER STREET DEVELOPMENT, LLC, whose Articles were filed, effective March 20,
2015. A copy of the Articles is attached.Company shall at all times have at least one Member.Unless
sooner terminated, Company shall have the term provided in the Articles, or if not so provided,as
provided under the Act.This Agreement is intended to serve as the "limited liability company
agreement" of the Company within the meaning of the California Limited Liability Company Act ("Act").
Except as otherwise expressly provided in this Agreement, the rights and obligations of the Members
will be as provided in the Act.
1.2 Name. The business of the Company will be conducted under the name Tyler Street
Development,LLC.
1.3 Purpose. The purpose of the Company will be to acquire, own, develop, lease, and sell
certain real property known as the Tyler Street Property, with an address of 3337 and 3337A Tyler
Street, Carlsbad, California (the "Property"), and to engage in any activities incidental to carrying on such
purpose, and to engage in any other activities that may be carried on by a limited liability company
under the Act.
1.4 Offices. The Company will maintain its principal business office within California at 4459
Hackett Avenue, Lakewood, California 90713.
1.5 Registered Agent. Paul W. Chandler is the Company's initial registered agent in California
and the address of the registered office is 6080 Center Drive, Suite 600, Los Angeles, California 90045.
The registered agent or registered office may be changed from time to time by the Manager.
1.6 Term. The term of the Company commenced or will commence on the Formation Date and
will continue until terminated as provided in this Agreement.
1.7 Names, Addresses, and Capital Commitments of Members. The name, address, and
maximum amount agreed to be contributed to the Company ("Capital Commitment") of each Member is
set forth on Exhibit A attached to this Agreement. Exhibit A may be updated from time to time by the
Manager to reflect any changes necessary to reflect matters that do not by the terms of this Agreement
require Member approval.
Tyler Street Development, LLC Operating Agreement Page 1
2. MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS
2.1 Membership Interests. Except as otherwise provided in this Agreement, the interest of each
Member in the capital and profits of the Company will be in equal shares (50/50 basis).
2.2 Capital Contributions of Members. As of immediately prior to the Effective Date, each
member has been credited with capital contributions to the Company in equal amounts to the costs
expended to acquire the Property
2.3 Subsequent Capital Contributions by the Members. Each Member's Capital Commitment
represents the aggregate amount of capital that such Member has agreed to contribute to the Company
in accordance with the terms hereof.Each Member may be required to make additional capital
contributions to the Company, in cash payable by wire transfer or check, or in such other form as agreed
upon by the Manager, in installments upon ten days' prior written notice from the Manager. The
amount of each installment shall be as determined by the Manager and shall be contributed by the
Members in equal proportions.
2.4 No Interest on Capital Contributions. Members will not be entitled to interest or other
compensation for their capital contributions except as expressly provided in this Agreement.
2.5 Non-Payment ofSubsequent Capital Contributions. In the event any Member (a "Defaulting
Member") fails to pay the full amount ofa capital contribution called for under Section 2.3 on the date
on which such capital contribution is due and such default is not cured by such Member within 10 days
after written notice by the Manager, the following provisions shall apply:
2.5.1 Whenever the vote or consent of the Defaulting Member would otherwise be
required or permitted under this Agreement, the Defaulting Member shall not be entitled to participate
in such vote or consent, and such vote or consent shall be calculated as if such Defaulting Member were
nova Member.
2.5.2 The Manager may commence legal proceedings against the Defaulting Member to
collect the due and unpaid amount of capital contributions, together with interest thereon from the
date due at the Default Rate, plus the costs and expenses of collection (including reasonable attorneys'
fees and expenses). For purposes of this Agreement, the "Default Rate" means a rate per annum that is
equal to the lesser of (i) a rate that is five percent above the prime rate of interest of the Company's
primary bank,as announced or published by such bank from time to time (adjusted from time to time to
reflect any changes in such rate determined hereunder), or (ii) the maximum rate from time to time
permitted by applicable law.
2.5.3 The Manager may, but shall not be obligated to, advance all or a portion of the
Defaulting Member's unpaid capital contribution to the Company on behalf of the Defaulting Member,
and such advance shall be repaid by the Defaulting Member to the Manager with interest commencing
on the date of the advance at the Default Rate. To the extent the Manager advances funds to the
Company on behalf of a Defaulting Member, all Company distributions that would otherwise be made to
the Defaulting Member shall be paid to the Manager (with any such amounts being applied first against
accrued but unpaid interest and then against principal) until all amounts payable by the Defaulting
Member to the Manager under this Section 2.10.3 (including interest) have been paid in full.
2.5.4 The Manager may elect, upon notice to the Defaulting Member, to reduce the
Defaulting Member's (i) capital account balance and Undistributed Capital (as defined in Exhibit B)by an
Tyler Street Development, LLC Operating Agreement Page 2
amount equal to 50 percent of the respective amount existing as of the date of the default and (ii)
Capital Commitment to an amount equal to the amount of capital contributions theretofore made by
such Defaulting Member. Thereupon, the unpaid Capital Commitment of the Defaulting Member shall
be zero, the Defaulting Member shall not be obligated to make any further capital contributions, the
Membership Percentage ofsuch Defaulting Member shall be redetermined as of the date of such
default to reflect the new Capital Commitment of the Defaulting Member, and the Manager shall revise
Exhibit A to reflect the reduction of the Capital Commitment, Membership Percentage of the Defaulting
Member. The Members agree (A) that the damages suffered by the Company as the result of a failure by
a Member to pay a capital contribution to the Company that is required by this Agreement cannot be
estimated with reasonable accuracy and (B)that the foregoing provisions of this Section 2.5.4 shall act
as liquidated damages for the default by the Defaulting Member (which each Member hereby agrees are
reasonable).
2.5.5 The Manager may offer to all the nondefaulting Members, pro rata in proportion
to their Membership Percentages, the option of purchasing the Defaulting Member's interests on such
terms as the Manager determines, in its sole discretion, represent the reasonable fair market value of
such interest, but in no event less than the purchaser's agreement to assume the Defaulting Member's
obligation to pay the unpaid capital contribution plus that portion of the Defaulting Member's Capital
Commitment then remaining.
2.5.6 At the election of the Manager, distributions of the Company otherwise payable to
the Defaulting Member hereunder shall not be paid to the Defaulting Member, but instead shall be
applied against the amount of the unpaid capital contribution (plus interest at the Default Rate and
related costs); provided, that any amounts so applied shall be deemed to have been distributed to the
Defaulting Member for purposes of Section 3.2.
2.5.7 Except as otherwise provided herein, no right, power, or remedy conferred upon
the Company or the Manager under this Section 2.5 shall be exclusive, and each such right, power, or
remedy shall be cumulative and in addition to every other right, power, or remedy, whether conferred
under this Section 2.5 or now or hereafter available at law or in equity or by statute or otherwise. The
Defaulting Member shall be liable for the costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Company or the Manager in enforcing any of the remedies or rights set forth
in this Section 2.5. Each Member acknowledges by its execution of this Agreement that it has been
admitted to the Company in reliance upon its agreement that the Company and the Manager may have
and exercise any and all rights, powers and remedies provided for in this Section 2.5 or otherwise
available at law or in equity or by statute or otherwise, and furthermore specifically acknowledges and
agrees that, notwithstanding anything to the contrary in this Agreement, the Manager shall have the
right and power to take such other action as it in its sole discretion may deem necessary or advisable to
protect the interests of the Company and the other Members upon a Member's default.
3. ALLOCATIONS OF INCOME AND LOSS AND PROVISIONS FOR DISTRIBUTIONS
3.1 Definitions. Definitions relating primarily to this Section 3 are located in Exhibit B.
3.2 Distributions of Net Cash Flow. Net Cash Flow of the Company,if any, will be distributed to
the Members at such times and in such amounts as determined by the Manager and will be allocated to
the Members as follows:
3.2.1 An amount equal to each Member's pro-rata share in the Company.
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3.3 Distributions of Capital Events Proceeds. Capital Events Proceeds of the Company,if any,will
be distributed to the Members as follows:
3.3.1 An amount equal to each Member's pro-rata share in the Company.
3.4 Determination of Profit and Loss. The Company's Profits and Losses for each Allocation
Period will be determined as of the end of that Allocation Period by the Company's accountants in
accordance with federal income tax accounting principles, consistently applied, utilizing that method of
accounting employed in the federal income tax informational return filed by the Company for that
Allocation Period.
3.5 Allocation of Profits and Losses. Subject to the special allocations and limitations set forth in
Section 3.6 and Exhibit B,the Profits and Losses of the Company for each fiscal year or other Allocation
Period will be allocated among the Members as follows:
3.6 Special Allocations and Limitations. The Members intend that all allocations, will be as
described in Section 3.5. However, in order to comply with federal income tax regulations regarding the
substantial economic effect of Company allocations, all allocations of the Company income, gain, loss,
and deductions are subject to the special allocations and limitations described in Exhibit B in the special
circumstances described in such provisions.
3.7 No Rightto Demand Return of Capital. No Member will have any right to any distribution
except as expressly provided in this Agreement. No Member will have any drawing account in the
Company.
3.8 Limitations on Distributions. Notwithstanding any other provisions of this Agreement, no
distribution will be declared and paid unless,as reasonably determined by the Manager, (a) after the
distribution is made, the assets of the Company will be in excess of all liabilities of the Company, except
liabilities to Members on account of their contributions, and (b) the Company is able to pay its debts as
they become due in the ordinary course of business
4. POWERS AND DUTIES OF MANAGER
4.1 Management of Company Business. The management and control of the Company and its
business and affairs will be vested exclusively in Nuast Corporation,a California corporation,as the
manager of the Company (the "Manager"). The Manager does not need to be a Member. The Manager
will have all the rights and powers that may be possessed by a manager in a limited liability company
with managers pursuant to the Act and such rights and powers as are otherwise conferred by law or are
necessary, advisable,or convenient to the discharge of the Manager's duties under this Agreement and
to the management of the business and affairs of the Company. Without limiting the generality of the
foregoing, but subject only to the limitations of Section 4.2, the Manager will have the following duties,
obligations, rights and powers (which the Manager may exercise at the cost, expense, and risk of the
Company):
4.1.1 To expend the funds of the Company in furtherance of the Company's business.
4.1.2 To perform all acts necessary to manage and operate the Company's business and
properties, including engaging such persons as the Manager will deem advisable for such purposes.
4.1.3 To execute, deliver, and perform on behalf of and in the name of the Company any
and all agreements and documents deemed necessary or desirable by the Manager to carry out the
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business of the Company, including any lease, deed, easement, bill of sale, mortgage, trust deed,
security agreement, contract of sale, or other document conveying, leasing. or granting a security
interest in the interest of the Company in any of its assets, or any part thereof, whether held in the
Company's name, the name of the Manager, or otherwise. No other signature or signatures will be
required.
4.1.4 To borrow or raise monies on behalf of the Company in the Company's name or in
the name of the Manager for the benefit of the Company, including without limitation from the
Manager and affiliates of the Manager, and, from time to time, to draw, make, accept, endorse,
execute, and issue promissory notes, drafts, checks, and other negotiable or nonnegotiable instruments
and evidences of indebtedness, and to secure the payment thereof by mortgage, security agreement,
pledge, or conveyance or assignment in trust of the whole or any part of the assets of the Company,
including contract rights.
4.1.5 To take all steps necessary or appropriate to obtain construction and permanent
financing in the Company's name for the development of the Property.
4.1.7 To sell the Property at any time the Manager determines is in the best interests of
the Company, without any required approval of the Members.
4.2 Limitations on Authority of the Manager. Without first obtaining the approval of the
Members, the Manager will not have the authority to:
4.2.1 Enter into any sale or other disposition of the Company (but may sell or dispose of
the assets of the Company without such approval);
4.2.2 Dissolve the Company;
4.2.3 Convert the Company to another type of entity;
4.2.4 Merge the Company with another entity;
4.2.5 Do any act in contravention of this Agreement;
4.2.6 Amend this Agreement or the Company's Articles of Organization, except as
specifically provided for in this Agreement; or
4.2.7 Approve or cause the Company to enter into any agreement or transaction with
the Manager or an affiliate of the Manager, other than the transactions expressly contemplated by this
Agreement (including without limitation the transactions described in Sections 4.1.4, 6.1, and 6.4).
4.3 Duties of the Manager. The Manager will manage and control the Company's business and
affairs and will carry out the business of the Company. The Manager will devote such time to the
business and affairs of the Company as is reasonable, necessary,or appropriate. Whenever reasonably
requested by any Member, the Manager will render a full and complete accounting of all dealings and
transactions relating to the business of the Company. The Manager will have a fiduciary responsibility
for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager's
immediate possession or control, and the Manager will not employ or permit another to employ such
Tyler Street Development, LLC Operating Agreement Page S
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funds or assets in any manner except for the exclusive benefit of the Company.The duties of the
Manager, will include, but not be limited to:
4.3.1 Site Plan preparation of the Property;
4.3.2 Attendance at all necessary City and County meetings for the development of the
Property;
4.3.3 Attendance at all necessary meetings with architects and contractors;
4.3.4 Attendance at all neighborhood meetings,as necessary;
4.3.5 To take all necessary actions to function as the liaison between Company and any
third parties;
4.3.6 To research, source, interview, select, and contract with all third parties providers,
including contractors, architects, suppliers, insurance agents, utilities, manufacturers, real estate
professionals, and others necessary to develop, market, and sell the Property;
4.3.7 To act as the project manager for the development of the Property;
4.3.8 To attend all site inspections at the Property as necessary;
4.3.9 To create marketing materials, as necessary, for the marketing and sale of the
Property;
4.3.10 To function as quality control for all aspects of the development of the Property.
4.4 Dealing with the Company. Subject to Section 4.2.7, the Manager may deal with the
Company by providing or receiving property and services to or from it, and may receive from others or
from the Company normal profits, salary, compensation, commissions, or other income incident to such
dealings.
4.5 Limitation on Liability of the Manager. Subject to the restrictions of Section 4.7, the Manager
will not have any liability to the Company or to any Member for any loss suffered by the Company or any
Member which arises out of any action or inaction of the Manager ifthe Manager, in good faith,
determined that such course of conduct was in the best interest of the Company and such course of
conduct did not constitute gross negligence or willful misconduct of the Manager.
4.6 Indemnification of the Manager. Subject to the restrictions of Section 4.7, the Manager will
be indemnified by the Company against any losses, judgments, liabilities, expenses, and amounts paid in
settlement of any claims sustained against the Company or against the Manager in connection with the
Company, provided that the same were not the result of gross negligence or willful misconduct on the
part of the Manager. The satisfaction of any indemnification and any saving harmless will be from, and
limited to, Company assets, and the Members will not have any personal liability on account thereof.
4.7 Restrictions. The Manager will not be relieved of liability pursuant to Section 4.5 and will not
be entitled to indemnification pursuant to Section 4.6 for:
4.7.1 Any breach ofthe Manager's duty of loyalty to the Company or its Members;
Tyler Street Development LLC Operating Agreement Page 6
Now.
4.7.2 Any act or omission not in good faith that involves intentional misconduct or a
knowing violation of law;
4.7.3 Any unlawful distribution to Members in violation of the Act; or
4.7.4 Any transaction from which the Manager derives an improper personal benefit.
4.8 Resignation of Manager. The Manager may resign from the position of Manager at any time
upon not less than 10 days' prior written notice to the Members.
4.9 Successor Manager. In the event that the Manager dies or otherwise ceases to serve as
Manager, the Members may select a successor Manager.
5. PROVISIONS APPLICABLE TO ALL MEMBERS
5.1 Limitations on Powers of the Members. Except for voting and approval rights provided in this
Agreement, and except as otherwise expressly stated in this Agreement, no Member who is not also a
Manager will:
5.1.1 Be permitted to take part in the control of the business or affairs of the Company;
5.1.2 Have any direct voice in the management or operation of the Company; or
5.1.3 Have any authority or power in the capacity of a Member to act as agent for or on
behalf of the Company, to do any act which would be binding on the Company, or to incur any
expenditures with respect to the Company or its property.
5.2 Liability of the Members. Except to the limited extent provided in the Act and this
'Agreement, no Member, including the Manager, will have any personal liability for any Company
obligation, expense, or liability. Notwithstanding anything in this Agreement to the contrary, the
Members will only be liable to make their capital contributions.
5.3 Withdrawal of a Member. Any Member may voluntarily withdraw as a Member upon six
months' prior written notice to the Manager. Upon the effectiveness ofa withdrawal by a Member (the
"Withdrawing Member"), the Company will treat the Withdrawing Member as an assignee of the
economic rights and benefits of the Ownership Interest of the Withdrawing Member, but the
Withdrawing Member will cease to have any voting or other rights under this Agreement with respect to
such Ownership Interest. A Withdrawing Member will have no right to receive any distribution in
liquidation of the Withdrawing Member's Ownership Interest prior to the dissolution of the Company
pursuant to Section 9.
5.5 Loans. Any Member may, but will not be obligated to, make loans to the Company to cover
the Company's cash requirements. Any such loans will bear interest at a reasonable rate to be
determined by the Manager.
6. MANAGEMENT FEES AND EXPENSES
6.1 Management Fee. The Company shall pay to the Manager a Fee equal to two percent (2%) of
the gross aggregate sales amount realized from the sale of the developed Property, or in the alternative,
an amount equal to ten percent (10%)of the net profit realized from the sale of the developed property,
without consideration for allocations for interest, taxes or appreciation. Manager shall be responsible
Tyler Street Development, LLC Operating Agreement Page 7
for selecting the appropriate Fee structure. The Management Fee shall be paid in arrears, on a pro-rata
basis,as each condominium/townhouse unit of the developed Property closes escrow. All Management
Fees remaining after the sale of the final unit of the developed Property shall be paid before or at the
same time as final distributions are made to the Members. The Management Fee shall not be
considered a distribution of profits or return of capital for the purposes of any provision of this
Agreement, but shall be considered a deduction in determining Profits and Losses.
6.2 Manager's Expenses. The Manager shall be responsible for all of its own normal day-to-day
operating expenses, including, without limitation, compensation of its professional staff and the cost of
office space, office equipment, communications, utilities and such other normal overhead expenses
related to the management of the Company.
6.3 Company Organization and Administrative Expenses. The Company shall pay or reimburse
the Manager for (A) all out-of-pocket fees, costs and expenses associated with the formation ofthe
Company, including all legal, accounting, printing, mailing and courier fees and expenses, filing fees, and
travel and other start-up costs and expenses and (B)all direct, out-of-pocket costs and expenses
reasonably incurred by either the Company or by the Manager or an affiliate thereof on behalf ofthe
Company relating to the conduct and operation of Company business, including without limitation the
fees and expenses associated with the preparation of the Company's financial statements, reports, tax
returns, and Forms K-1, printing expenses, mailing and courier expenses, fees and expenses of
establishing bank or custodial accounts, and insurance costs and expenses.
7. BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS, FISCAL YEAR, BANKING
7.1 Books of Account. The Company's books and records,a register showing the names ofthe
Members and the respective interests held by each of them, and this Agreement will be maintained at
the principal office of the Company.Each Member will have access to such records at all reasonable
times. The Manager will keep and maintain books and records of the operations of the Company which
are appropriate and adequate for the Company's business and for carrying.out this Agreement.
7.2 Accounting Reports. Within 120 days after the end of each taxable year of the Company,
each Member will be furnished with copies of the Company's internally prepared financial statements.
7.3 Tax Returns. The Manager will cause to be prepared and timely filed with the appropriate
authorities as necessary all federal and state income tax returns for the Company. Within 105 days after
the end of each taxable year, or such lesser time if prescribed by the internal Revenue Service, each
Member will be furnished with a statement that may be used by the Member in the preparation of the
Member's income tax returns, showing the amounts of any distributions, gains, profits, losses, or credits
allocated to or against the Member during such taxable year.
7.4 Method of Accounting. The Company will utilize the method or methods of accounting for
financial reporting and tax purposes selected by the Manager after consulting with the Company's
accountants.
7.5 Tax Matters Partner. Nuast Corporation is hereby designated and approved as the Tax
Matters Partner ("TMP")as defined in Internal Revenue Code §6231(a)(7). The TMP is authorized to
participate in any audit of the Company's federal income tax return, and in connection with such an
audit, to negotiate, settle, and make agreements and adjustments with respect to the Company's
federal income tax return that will be binding on all the Members; provided, however, that the TMP
must first consult with and obtain the approval of the other Members concerning any audit adjustments
Tyler Street Development, LLC Operating Agreement Page 8
proposed to be made to the Company's federal income tax return. The TMP must notify all Members of
any final Company audit adjustments. The TMP will use the TMP's reasonable efforts to comply with the
responsibilities outlined in Internal Revenue Code §6221 through 6233 (including the treasury
regulations promulgated under such sections), and in doing so will incur no liability to any other
Member.
7.6 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company will be the
calendar year.
7.7 Capital Accounts. The Company will maintain a Capital Account for each Member on a
cumulative basis in accordance with the following provisions:
7.7.1 Each Member's Capital Account will be increased by the following:
7.7.1.1 The amount of money and the Gross Asset Value (as defined in Exhibit B to this
Agreement)of property contributed by the Member to the Company (net of liabilities secured by such
contributed property that the Company assumes or is considered to assume or take subject to under
Code Section 752); and
7.7.1.2 The Member's distributive share of Profits and any items in the nature of income
or gain that are specially allocated to the Member pursuant to Exhibit B to this Agreement.
7.7.2 Each Member's Capital Account will be decreased by the following items:
7.7.2.1 The amount of money and the Gross Asset Value of any Company asset (net of
liabilities secured by such distributed property that the Member assumes or is considered to assume or
take subject to under Code Section 752) distributed to the Member pursuant to any provision of this
Agreement; and
7.7.2.2 The Member's distributive share of Losses and any items in the nature of
expenses or losses that are specially allocated to the Member pursuant to Exhibit B to this Agreement.
7.7.3 Transfer of Capital Accounts. In the event that all or a portion of a Member's
Ownership Interest in the Company is transferred in accordance with the terms of this Agreement, the
transferee will succeed to the Capital Account of the transferor to the extent it relates to the transferred
Ownership Interest.
7.7.4 Tax Law Compliance. The manner in which Capital Accounts are to be maintained
pursuant to this Section 7.7 is intended to comply with Treasury Regulations § 1.704-1(b), and will be
interpreted and applied in a manner consistent with such Treasury Regulations. In the event the
Manager determines that it is prudent to modify the manner in which the Capital Accounts, or any debts
or credits to Capital Accounts (including, without limitation, debits or credits relating to liabilities that
are secured by contributed or distributed property or that are assumed by the Company or a Member),
are computed in order to comply with such Treasury Regulations, the Manager may make such
modification, provided that it is not likely to have a material effect on the economic arrangement among
the Members.
7.8 Banking. All funds of the Company will either (a) be deposited in a separate account or (b) in
a master account with one or more other legal entities affiliated with the Company, provided that both
the Company and each affiliated entity maintain separate accounting and records of the separate funds
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of the Company. The accounts may be a bank account or in an account or accounts of a savings and loan
association as determined by the Manager. Such funds will be invested or deposited with an institution,
the accounts or deposits of which are insured or guaranteed by an agency of the United States
Government. Such funds may be withdrawn from such account or accounts upon the signature of such
person or persons as are designated by the Manager.
7.9 Management of Funds. The Manager must hold and disburse all funds of the Company in
accordance with the terms of this Agreement and must account for all funds as a fiduciary. Except as
provided in Section 7.8, all funds of the Company held by a Member must (a) be held in trust for the
benefit of the Company and must not be commingled with other funds of a Member, (b) npt be the
personal property of a Member, and, (c) to the maximum extent permitted by law, not be vulnerable to
inclusion in the bankruptcy estate of a Member.
8. TRANSFER OF OWNERSHIP INTEREST
8.1 Restrictions on Transfers. Except as expressly set forth in this Agreement, no Member may
directly or indirectly transfer, assign, pledge, hypothecate, or in any way alienate ("Transfer," which may
be used as a verb or a noun) all or any portion of the Member's interest.
9. DISSOLUTION AND WINDING UP OF THE COMPANY
9.1 Dissolution. The Company will be dissolved upon the happening of any of the following
events:
9.1.1 The determination of the Members to dissolve the Company voluntarily;or
9.1.2 Otherwise by operation of law.
9.2 Winding Up. Upon the dissolution of the Company, the Manager will take full account of the
Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with
obtaining the fair market value of the assets, and the proceeds, to the extent sufficient to pay the
Company's obligations with respect to such liquidation, will be applied and distributed in the following
order, after any gain or loss realized in connection with the liquidation has been allocated in accordance
with this Agreement, and the Members' Capital Accounts have been adjusted to reflect such allocation
and all other transactions through the date of such distribution:
9.2.1 To payment and discharge of the expenses of liquidation and of all the Company's
debts and liabilities to creditors including Members and former Members; and
9.2.2 To the Members in accordance with Section 3.3. 10.
GENERAL PROVISIONS
10.1 Amendments. Any Member may propose one or more amendments to this Agreement. A
proposed amendment will be adopted and become effective as an amendment to this Agreement only
upon the written approval or consent of the Members. No amendment may be adopted that would alter
the income or capital interests of a Member unless such Member voted for the amendment.
10.2 Governing Law. This Agreement and the rights of the parties pursuant to this Agreement
will be governed by and interpreted in accordance with the laws of the state of California.
Tyler Street Development, LLC Operating Agreement Page 10
10.3 Counterparts. This Agreement may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same counterpart. All counterparts will be construed
together and will constitute one Agreement. A single counterpart may be introduced as evidence of the
Agreement. Execution of this Agreement by fax,PDF file, or similar electronic transmission will have the
same effect as an original.
10.4 Parties in Interest.Each and every covenant, term, provision, and agreement contained in
this Agreement will be binding upon and inure to the benefit of the parties and the parties' respective
heirs, successors, assigns, and legal representatives.
10.5 Member Approval. Except as otherwise provided in this Agreement, any provision requiring
the decision, consent, approval, judgment, or act of the Members requires the approval of Members.
10.6 Entire Agreement. This Agreement constitutes the entire understanding and agreement
among the Company and the Members with respect to the subject matter of this Agreement, and there
are no agreements, understandings, restrictions, representations, or warranties between the Members
other than those set forth, referred to, or provided for in this Agreement.
10.7 Arbitration. Any dispute or claim that arises out of or that relates to this Agreement,
including the formation, interpretation, breach, termination, validity, or enforcement of this
Agreement, including whether such dispute or claim is subject to arbitration, will be resolved by
mandatory, confidential, and final arbitration in the Los Angeles, California, metropolitan area before
one arbitrator. The arbitration will be administered by "JAMS, The Resolution Experts" in accordance
with its then-effective comprehensive arbitration rules and procedures, and any judgment upon the
award rendered pursuant to such arbitration may be entered in any court having jurisdiction.
10.8 Attorney Fees. In the event of any suit or action or arbitration proceeding to enforce or
Interpret any provision of this Agreement (or which is based on this Agreement), including, without
limitation, any proceeding under the U.S.Bankruptcy Code, the prevailing party will be entitled to
recover, in addition to other costs, reasonable attorney fees in connection with such suit, action,
arbitration, and in any appeal. The determination of who is the prevailing party and the amount of
reasonable attorney fees to be paid to the prevailing party will be decided by the arbitrator or
arbitrators (with respect to attorney fees incurred prior to and during the arbitration proceedings) and
by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided,
including the court which hears any exceptions made to an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney fees incurred in such confirmation proceedings).
10.9 Representation. This Agreement was prepared by the Chandler Law Firm. Each party to this
Agreement acknowledges and represents that the party had an opportunity to consult with separate
legal counsel prior to executing this Agreement.
10.10 Further Effect. The parties agree to execute other documents reasonably necessary to
further effect and evidence the terms of this Agreement,as long as the terms and provisions of the
other documents are fully consistent with the terms of this Agreement.
10.11 Severability.If any term or provision of this Agreement is held to be void or
unenforceable, that term or provision will be severed from this Agreement, the balance of the
Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the
intent of the parties as evidenced by the terms of this Agreement.
Tyler Street Development, LLC Operating Agreement Page 11
00.11/4
10.12 Captions. The captions used in this Agreement are for the convenience of the parties only
and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.
10.13 Notices. All notices required to be given by this Agreement will be in writing. For notices
sent by the various methods detailed below, the notice must be sent to the address, fax or email
address shown on Exhibit A or to any other updated Exhibit A information that a party to this Agreement
may specify by notice given in conformance with these provisions to the other parties to this
Agreement. Notices will be effective when actually delivered or: (a) if mailed, five days after being
deposited as mail, postage prepaid, (b)if sent by nationally recognized overnight courier, one business
day after being sent, or (c)if sent by facsimile or email, when sent, but only if promptly confirmed by
mail, postage prepaid. Notices to the Manager are to be addressed to the last address for the Manager
appearing in the Company's records (including notices from the Manager to the Company of a change in
address).
COMPANY: Tyler Street Development,LLC
By: Nuast Corporation, Mana er
By:
Name:V11.44 13ET14 LA er
Title:WAVE 44-ei IL
MANAGER: Nuast Corporation,a C ifornia corporation
By:••1
Name:ta)i 74413t.rt LA46-712-144-
Title:170--E-4 i t>6—m-r-
MEMBER: Gio Gr up, Inc.,a California corporation
By:"0-3414 n
Name:/3410Y1 co.Krz-
Title:l'::?"-PS rde"
MEMBER: Nuast Corporation,a Cal mia corporation
By:-.G41.-L
Name:0-41.1413C77-
1
-&Lau 4
Title:P 06471 On/1r
Tyler Street Development, LLC Operating Agreement Page 12
EXHIBIT A
MEMBER NAMES:
A.Gio Group, Inc.,a California corporation
Contact Person:d—c4/74 d -e
Address:/641'11 gell-flotvel.el.i 0—6e11-1Yawev 7°1°
Phone:c-1.2 —2-(='?‘/1
Email:ki 611 40 -)c.l 4Y-e -
Capital/Property Contributed:Ownership Interest in 3337 Tyler Street, Carlsbad, California
B.Nuast Corporation,a California corporation
Contact Person:61A—a44eri-)1.44-6eu
Address:tp-isq 144at t-rr-OvE 1.144.ewoop en-qtY4-13
Phone:914.349.00 NO
Email:el (-ect.(oe-i-Gi •teaS rum. 40 1.14
Capital/Property Contributed:Ownership Interest in 3337 Tyler Street. Carlsbad, California
Tyler Street Development, LLC Operating Agreement Page 13
Am%
•
EXHIBIT B
SPECIAL ALLOCATIONS AND LIMITATIONS
1. DEFINITIONS
1.1 "Adjusted Capital Account Balance"—The balance in any Member's Capital Account at the
end of any Allocation Period, after adjustments to reflect (a) any Adjustment Item, (b) a credit for the
amount (if any) that the Member would be obligated to restore to the Company upon liquidation of the
Company or termination of the Member's Ownership Interest in the Company, and (c) a credit for the
amount (if any) of the Member's share of Company Minimum Gain and Member Nonrecourse Debt
Minimum Gain and any amount that the Member is deemed to be obligated to restore to the Company
pursuant to Treasury Regulation §1.704-2(g)(1) and 1.704-2(i)(5).
1.2 "Adjusted Capital Account Deficit"—A deficit in a Member's Adjusted Capital Account
Balance.
1.3 "Adjustment Items"—Adjustments, allocations, and distributions described in Treasury
Regulation § 1.704-1(b)(2)(ii)(d)(4),(5), and (6).
1.4 "Allocation Period"—A fiscal year or other fiscal year period of the Company for which
allocations of Profits or Losses are made.
1.5 "Capital Account"—The account maintained for each Member pursuant to Section 7.7 of the
Agreement.
1.6 "Capital Events Proceeds"—For any given Allocation Period of the Company, the amount by
which (a) the gross cash receipts from any capital event (sale of a capital asset or borrowing funds)
occurring during the Allocation Period exceed (b) the sum, without duplication, of (i) the expenses and
costs, including, but not limited to, sales and broker commissions, retirement of debt, prepayment fees
and penalties associated with such capital event, and (ii) all proceeds from a capital event allocated
during that Allocation Period, in the reasonable judgment of the Manager, to reserves for unknown or
unfixed liabilities or contingencies of the Company related to the capital event.In the event that the
Company is liquidated, Capital Events Proceeds includes, without limitation, all other assets of the
Company such as bank accounts and any deficit Capital Account restoration obligations that a Member
may have to the Company.
1.7 "Code"—The Internal Revenue Code of 1986,as amended from time to time.
1.8 "Company Minimum Gain"—As of any date, the amount of gain, if any, that would be
recognized by the Company for federal income tax purposes,as if it disposed of property in a taxable
transaction on that date in full satisfaction of any nonrecourse liability secured by the property,
computed in accordance with Treasury Regulation § 1.704-2(d)(1).
1.9 "Depreciation"—For each Allocation Period. an amount equal to the depreciation,
amortization, or other cost recovery deduction allowable for federal income tax purposes with respect
to an asset for such Allocation Period, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Allocation Period, Depreciation
will be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income
tax depreciation, amortization, or other cost recovery deduction for such Allocation Period bears to such
beginning adjusted tax basis; provided, however. that if the adjusted basis for federal income tax
Tyler Street Development. LLC Operating Agreement Page 14
purposes of an asset at the beginning of such Allocation Period is zero, Depreciation will be determined
with reference to such beginning Gross Asset Value using any reasonable method.
1.10 "Gross Asset Value"—With respect to any asset, the asset's adjusted basis for federal
income tax purposes, except as follows:
1.10.1 The initial Gross Asset Value of any asset contributed by a Member to the
Company will be the gross fair market value of such asset as determined by the contributing Member
and the Manager, provided that,if the contributing Member is a Manager, the determination ofthe fair
market value of a contributed asset will require approval of all the Members.
1.10.2 The Gross Asset Values of all Company assets will be adjusted to equal their
respective gross fair market values, as reasonably determined by the Manager,as of the following times:
(a)a capital contribution of property to the Company;
(b)a distribution by the Company of property to a Member including a
distribution in liquidation of the Company within the meaning of Treasury Regulations §1.704-
1(b)(2)(ii)(g);
(c)a non pro rata capital contribution of money to the Company, provided that
this adjustment need not be made if the Manager reasonably determinesthat such adjustment is not
necessary or appropriate to reflect the relative economic interests of the Members in the Company; and
(d) a non pro rata capital distribution of money to a Member provided that this
adjustment need not be made if the Manager reasonably determines that such adjustment is not
necessary or appropriate to reflect the relative economic interests of the Members in the Company.
1.10.3 The Gross Asset Value of any Company asset distributed to any Member will be
adjusted to equal the gross fair market value of such asset on the date of distribution as determined by
the distributee and the Manager, provided that, if the distributee is a Manager, the determination of the
fair market value of the distributed asset will require approval of the Members; and
1.10.4 The Gross Asset Values of Company assets will be increased (or decreased) to
reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code
Section 743(b), but only to the extent.that such adjustments are taken into account in determining
Capital Accounts pursuant to Regulation §1.704-1(b)(2)(iv)(m) and Section 1.18.2 of the definition of -
Profits and Losses; provided, however, that Gross Asset Values will not be adjusted pursuantto Section
1.18.1 of this definition to the extent the Manager reasonably'determines that an adjustment pursuant
to Section 1.10.2 of this definition is necessary or appropriate in connection with a transaction that
would otherwise result in an adjustment pursuant to this Section 1.10.4. If the Gross Asset Value of an
asset has been determined or adjusted pursuant to Section 1.10.1, 1.10.2, or 1.10.4 of this definition,
such Gross Asset Value will thereafter be adjusted by the Depreciation taken into account with respect
to such asset for purposes of computing Profits and Losses.
1.11 "Member Nonrecourse Debt"—Has the same meaning as "partner nonrecourse debt" set
forth in Treasury Regulation §1.704-2(b)(4).
1.12 "Member Nonrecourse Debt Minimum Gain"—An amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse
Tyler Street Development, LLC Operating Agreement Page 15
Debt were treated as a Nonrecourse Liability, determined pursuant to Treasury Regulation §1.704-
2(i)(2) and (3).
1.13 "Member Nonrecourse Deductions"—Has the same meaning as "partner nonrecourse
deductions" set forth in Treasury Regulation § 1.704-2(i)(2). The amount of Member Nonrecourse
Deductions with respect to a Member Nonrecourse Debt for a Company Allocation Period equals the
excess,if any,of (a)the net increase, if any, in the amount of the Company Minimum Gain attributable
to such Member Nonrecourse Debt during the Allocation Period over (b) the aggregate amount of any
distribution during the Allocation Period to the Member that bears the economic risk of loss for such
Member Nonrecourse Debt to the extent the distributions are from proceeds of the Member
Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain
attributable to the Member Nonrecourse Debt, determined pursuant to Treasury Regulation §1.704-
2(i).
1.14 "Net Cash Flow"—For any given Allocation Period of the Company, the amount by which (a)
the gross cash receipts received by the Company during that Allocation Period (excluding capital
contributions and loan proceeds) exceeds (b) the sum, without duplication, of (i) all cash operating
expenses of the Company during that Allocation Period, (ii) debt service payments made during that
Allocation Period on all indebtedness of the Company, (iii) payments made during that Allocation Period
on account of the maintenance, leasing, repair, replacement, or improvement of property of the
Company, and (iv) all amounts allocated during that Allocation Period, in the reasonable judgment of the
Manager, to reserves established to meet the reasonable needs of the business, including working
capital and capital improvement requirements and reserves for unknown or unfixed liabilities or
contingencies of the Company.
1.15 "Nonrecourse Deductions"—Has the meaning set forth in Treasury Regulation §1.704-2(c).
The amount of Nonrecourse Deduction for a Company Allocation Period equals excess,if any,of the net
increase,if any, in the amount of Company Minimum Gain during that Allocation Period over the
aggregate amount of any distributions during that Allocation Period of proceeds of a Nonrecourse
Liability that are allocable to an increase in Company Minimum Gain, determined pursuant to Treasury
Regulation §1.704-2(c).
1.16 "Nonrecourse Liability"—Has the meaning set forth in Treasury Regulation §1.704-2(b)(3).
1.17 "Partially Adjusted Capital Account" means, with respect to a Member for an Allocation
Period, the Member's Capital Account at the end of the Allocation Period, after taking into account all
activity during the Allocation Period (but prior to allocation of any Profit or Loss for the Allocation
Period), adjusted for all special allocations under Sections 2, 3, 4, and 5 of Exhibit B.
1.18 "Profits" and "Losses"—For each Allocation Period of the Company, an amount equal to the
Company's taxable income or loss for such Allocation Period, determined in accordance with Code
Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated
separately pursuant to Code Section 703(a)(1) will be included in taxable income or loss), with the
following adjustments:
1.18.1 Any income of the Company that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses pursuant to this definition will be added to
such taxable income or loss;
Tyler Street Development, LLC Operating Agreement Page 16
1.18.2 Any expenditures of the Company described in Code Section 705(a)(2)(b) or
treated as Code Section 705(a)(2)(b) expenditures pursuant to Treasury Regulations §1.704-
1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this
definition will be subtracted from such taxable income or loss;
1.18.3 In the event the Gross Asset Value of any Company asset is adjusted pursuant to
Section 1.10.2 or 1.10.3 of the definition of Gross Asset Value the amount of such adjustment will be
taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or
Losses;
1.18.4 Gain or loss resulting from any disposition of any Company asset with respect to
which gain or loss is recognized for federal income tax purposes will be computed by reference to the
Gross Asset Value of the asset, notwithstanding that the adjusted tax basis of such asset differs from its
Gross Asset Value;
1.19 In lieu of the depreciation, amortization, and other cost recovery deductions taken into
account in computing such taxable income or loss, Depreciation will be taken into account for such
Allocation Period, computed as provided in the definition of Depreciation;
1.20 To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to
Code Section 734(b)or Code Section 743(b)is required pursuant to Treasury Regulations §1.704-
1(b)(2)(iv)(m)(4) to be taken into account in determining. Capital Accounts as a result of a distribution
other than in complete liquidation of a Member's interest in the Company, the amount of such
adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss
(if the adjustment decreases the basis of the.asset) from the disposition of the asset and will be taken
into account for purposes of computing Profits or Losses; and
1.21 Notwithstanding any other provision of this definition, any items that are specially
allocated pursuant to Exhibit B of this Agreement will not be taken into account in computing Profits or
Losses.
1.22 "Target Capital Account" means with respect to any Allocation Period, an amount (which
may be either a positive or a deficit balance) equal to the hypothetical distribution such Member would
receive pursuant to Section 1.22.1, minus the hypothetical contribution such Member would be
required to make pursuant to Section 1.22.2, and minus the Member's share of the Company Minimum
Gain, and minus the Member Nonrecourse Debt Minimum Gain, all computed immediately prior to the
hypothetical sale described in Section 1.22.1.
1.22.1 The hypothetical distribution to a Member at any time is equal to the amount, if
any,that would be received by such Member if all the Company's assets were sold for an amountof
cash equal to their Gross Asset Values, all Company liabilities were satisfied to the extent required by
their terms (limited, with respect to each nonrecourse liability or "partner nonrecourse debt"as defined
in Treasury Regulation §1.704 2(b)(4), to the Gross Asset Values of the Company assets securing such
liability), and the net proceeds of such sale of the Company were distributed in full to the Members
pursuant to Section 9.2.2 of the Agreement upon liquidation of the Company.
1.22.2 The hypothetical contribution by a Member is equal to the amount, if any, that
such Member would be obligated to contribute,if any, pursuant to this Agreement upon the
hypothetical sale described in Section 1.22.1 above in liquidation of the Company.
Tyler Street Street Development, LLC Operating Agreement Page 17
at"i"Melk
1.23 "Undistributed Capital" means the aggregate capital contributions made by the Member
reduced only by distributions designated as distributions of Undistributed Capital.
2. COMPANY MINIMUM GAIN CHARGEBACK.
If there is a net decrease in company minimum gain during any company taxable year, each
member will be specially allocated, before any other allocation of company income. gain, loss,or
deduction for the taxable year, items of company income and gain for the taxable year (and,if
necessary, subsequent years) in proportion to and to the extent of an amount equal to each member's
share of the net decrease in company minimum gain determined in accordance with Treasury
Regulation §1.704-2(g)(2). This Section 2 of Exhibit B is intended to comply with, and will be interpreted
consistently with, the "minimum gain chargeback" provisions of Treasury Regulation § 1.704-2(f).
3. MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACK.
Notwithstanding any other provision of this agreement, except Section 2 of this Exhibit B,if
there is a net decrease in member nonrecourse debt minimum gain attributableto a member's
nonrecourse debt during any taxable year of the company, each member who has a share of the
member nonrecourse debt minimum gain attributable to such member nonrecourse debt, determined
in accordance with Treasury Regulation § 1.704-2(i)(5), will be specially allocated items of company
income and gain for such year (and,if necessary, subsequent years) in an amount equal to such
member's share of the net decrease in member nonrecourse debt, determined in accordance with
Treasury Regulation §1.704-2(i)(4). Allocations pursuant to this Section 3 of Exhibit B will be made in
proportion to the respective.amounts required to be allocated to each member pursuant thereto. The
items to be so allocated will be determined in accordance with Treasury Regulation §L704-2(i)(4). This
Section 3 of Exhibit B is intended to comply with, and will be interpreted consistently with, the partner
nonrecourse debt minimum gain chargeback provisions of Treasury Regulation § 1.704-2(i)(4).
4. QUALIFIED INCOME OFFSET.
Notwithstanding any other provision of the agreement except Sections 2 and 3 of this Exhibit B,
in the event any member for any reason receives an adjustment item for any allocation period that
results in an adjusted capital account deficit for that member, the member will be specially allocated
items of company income and gain, including gross income, in an amount and manner sufficient to
eliminate the adjusted capital account deficit created by such adjustment item as quickly as possible.
This Section 4 of Exhibit B is intended to comply with the "qualified income offset" requirements of
Treasury Regulation §1.704-1(b)(2)00(d) and will be interpreted and applied consistently therewith.
5. OFFSETTING ALLOCATIONS.
Any special allocation of items of income, gain, loss, or deduction pursuant to Sections 2, 3, or 4
of this Exhibit B will be taken into account in computing subsequent allocations of profits and losses so
that the net amount of any items so allocated and all other income, gain, loss, deductions, and items
thereof allocated to each member will, to the extent possible, be equal to the net amount that would
have been allocated to each member if the special allocation had not occurred.
6. ALLOCATIONS FOR INCOME TAX PURPOSES WITH RESPECT TO CONTRIBUTED OR REVALUED
PROPERTY.
Tyler Street Development, LLC Operating Agreement Page 18
6.1 Contributed Property.In the event a Member contributes property with an initial Gross
Asset value that differs from its adjusted basis for federal income tax purposes ("Adjusted Tax Basis") at
the time of contribution, income, gain, loss, and deductions with respect to the property will, solely for
federal income tax purposes, be allocated among the Members in accordance with Code Section
704(c)(1)(a) and Treasury Regulation §1.704-1(b)(2)(i)(iv) so as to take account of any variation between
the Adjusted Tax Basis of such property to the Company and its Gross Asset Value at the time of
contribution.
6.2 Revalued Property. In the event the Gross Asset Value of any Company asset is adjusted
pursuant to the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and
deduction with respect to such asset will, solely for federal income tax purposes, take account of any
variation between the Adjusted Tax Basis ofsuch asset and its Gross Asset Value in the same manneras
under Code Section 704(c) and the Treasury Regulations under that section.
6.3 Allocation Methods. Unless otherwise agreed to by the Members, the Members agree to use
the "traditional method with curative allocations" pursuant to the Treasury Regulations under Code
Section 704(c)(1)(A). Any other elections or other decisions relating to allocations pursuant to Sections
6.1 or 6.2 of this Exhibit B will be made by the Manager in any manner that reasonably reflects the
purpose and intention of this Agreement.
6.4 Distributions of Contributed Property.
6.4.1 Pursuant to Code Section 704(c)(1)(B),if any contributed property is distributed by the
Company other than to the contributing Member within seven years of being contributed, then, except
as provided in Code. Section 704(c)(2),the contributing Member will, solely for federal income tax
purposes, be treated as recognizing gain or loss from the sale of such property in an amount equal to
the gain or loss that would have been allocated to such Member under Code Section 704(c)(1)(a)ifthe
property had been sold at its fair market value at the time of the distribution.
6.4.2 In the case of any distribution by the Company to a Member, such Member will, solely for
federal income tax purposes, be treated as recognizing gain in an amount equal to the lesser of:(a)the
excess (if any) of (a)the fair market value of the property (other than money) received in the
distribution over (b) the adjusted basis of such Member's membership interest immediately before the
distribution reduced (but not below zero) by the amount of money received in the distribution; or (b)
the Net Precontribution Gain (as defined in Code Section 737(b))of the Member. The Net
Precontribution Gain means the net gain (if any) that would have been recognized by the distributee
Member under Code Section 704(c)(1)(b)if all property that (a) had been contributed to the Company
within seven years of the distribution, and (b) was held by the Company immediately before the
distribution, had been distributed by the Company to another Member. If any portion of the property
distributed consists of property that had been contributed by the distributee Member to the Company,
then such property will not be taken into account under this Section 6.4.2(b) of Exhibit B and will not be
taken into account in determining the amount of the Net Precontribution Gain. If the property
distributed consists of an interest in an entity, the preceding sentence will not apply to the extent that
the value of such interest is attributable to the property contributed to such entity after such interest
had been contributed to the Company.
6.5 Recapture. All recapture of income tax deductions resulting from sale or disposition of
Company property will be allocated to the Members to whom the deduction that gave rise to such
Tyler Street Development, LLC Operating Agreement Page 19
recapture was allocated under this Agreement to the extent that such Member is allocated any gain
from the sale or other disposition of such property.
6.6 Effect of Tax Allocations. Allocations pursuant to this Section 6 of Exhibit B are solely for
purposes of federal, state, and local income taxes and will not affect, or in any way be taken into
account in computing, any Member's Capital Account or share of Profits, Losses, or distributions
pursuant to any provision of this Agreement.
-END-
,
Tyler Street Development,1.1.C Operating Agreement Page 20
•
Articles of Organization 20151121004LLC-1 of a Limited Liability Company (LLC)
.To form a limited liability company in California, you can fill out this form,
and submit for filing along with:
—A $70 filing fee.FILED-A separate, non-refundable $15 service fee also must be included,Secretmryof Stateif you drop off the completed form.State of CaliforniaImportant!LLCs in California may have to pay a minimum $800 yearly
tax to the California Franchise Tax Board. For more information, go to APR 1 205 •
https://www.ftb.ca.gov.
LLCs may not provide "professional services," as defined by California
Corporations Code sections 13401(a) and 13401.3.
Note: Before submitting the completed form, you should consult with a
private attorney for advice about your specific business needs.•CC This Space For Office Use Only
For questions about this form, go to www.sos.ca.gov/businessibeling-tips.htm.
LLC Name (List the proposed LLC name exactly as it is to appear on the records of the California Secretary of State.)
0 TYLER STREET DEVELOPMENT, LLC
Proposed LLC Name The name must include:LLC,L.L.C.,Limited Liability Company,Limited Liability Co.,Ltd.
Liability Co. or Ltd. Liability Company; and may not include: bank, trust, trustee, incorporated,
inc.,corporation,or corp.,insurer,or insurance company.For general entity name
requirements and restrictions, go to www.sos.ca.govibusiness/befname-availability.hbn.
Purpose
0 The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability
company may be organized under the California Revised Uniform Limited Liability Company Act.
LLC Addresses
3 a.4459 HACKETT AVENUE LAKEWOOD CA 90713
Initial Street Address ofDesignated Office in CA -Do not list a P.O. Box City (no abbreviations)State Zip
b.
Initial Mailing Address ofLLC,ifdifferent from 3a City (no abbreviations)State Zip
Service of Process (List a California resident or a California registered corporate agent that agrees to be your initial agent to accept
service of process in case your LLC is sued.You may list any adult who lives in California.You may not list an LLC as the agent.Do not
list an address if the agent is a California registered corporate agent as the address for service of process is already on file.)
®a.PAUL W. CHANDLER, ESQ.
Agent's Name
b.6080 CENTER DRIVE, SUITE 600. LOS ANGELES, CA CA 90045
Agent's Street Address (if agent is not a corporation) -Do not list a P.O. Box City (no abbreviations)State Zip
Management (Check only one.)
0 The LLC will be managed by:•
r".One Manager i I More Than One Manager 1
All Limited Liability Company Member(s)
This form must be signed by each organizer.If you need more space, attach extra pages that are 1-sided and on standard letter-sized
Paper (8 1/2"x 11").All attachments'are made part of these articles of organization.
T.firuanizer -Sign here Print your name here
Make check/money order payable to: Secretary of State By Mail Drop-Off
Upon filing, we will return one (1) uncertified copy of your filed Secretary of State Secretary of State
document for free, and will certify the copy upon request and Business Entities, P.O. Box 944228 1500 11th Street., 3rd Floor
payment of a $5 certification fee.Sacramento. CA 94244-2280 Sacramento, CA 95814
Corporations Code §§ 17701.04,17701.08, 17701.13,17702.01, Revenue and Taxation Code § 17941 2014 California Secretaryof State
LLC-1 (REV 01/2014)www.sos.cagovibusiness/be
410VsoxOF
Ne.4.14
State of California LL.
Secretary of Statet.
F
STATEMENT OF INFORMATION
(Limited Liability Company)
Filing Fee $20.00.If this is an amendment, see instructions.
IMPORTANT— READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
1.LIMITED LIABILITY COMPANY NAME
TYLER STREET DEVELOPMENT, LLC
This Space For Filing Use Only
File Number and State or Place of Organization
2.SECRETARY OF STATE FILE NUMBER 201511210046 3.
STATE OR CALIFORNIAPLACE
OF ORGANIZATION (If formed outside of California)
No Change Statement
4.If there have been any changes to the information contained in the last Statement of Information filed with the California Secretaryof
State, or no Statement of Information has been previously filed, this form must be completed in its entirety.
ri If there has been no change in any of the information contained in the last Statement of Information filed with the California Secretary of
State, check the box and proceed to Item 15.
Complete Addresses for the Following (Do not abbreviate the name of the city.Items 5 and 7 cannot be P.O. Boxes.)
5.STREET ADDRESS OF PRINCIPAL OFFICE CITY STATE ZIP CODE
4459 HACKETT AVENUE LAKEWOOD CA 90713
6.MAILING ADDRESS OF LLC, IF DIFFERENT THAN ITEM 5 CITY STATE ZIP CODE
7.STREET ADDRESS OF CALIFORNIA OFFICE CITY STATE ZIP CODE
4459 HACKETT AVENUE LAKEWOOD CA 90713
Name and Complete Address of the Chief Executive Officer, If Any
8.NAME ADDRESS CITY STATE ZIP CODE
Name and Complete Address of Any Manager or Managers, or if None Have Been Appointed or Elected, Provide the Name and
Address of Each Member (Attach additional pages.if necessary.)
9.NAME ADDRESS CITY STATE ZIP CODENUAST CORPORATION 4459 HACKETT AVENUE LAKEWOOD CA 90713
10.NAME ADDRESS CITY STATE ZIP CODE
11.NAME ADDRESS CITY STATE ZIP CODE
Agent for Service of Process If the agent is an individual, the agent must reside in California and Item 13 must be completed with a California address,aP.O. Box is not acceptable.If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to California
Corporations Code section 1505 and Item 13 must be left blank.
12.NAME OF AGENT FOR SERVICE OF PROCESS
PAUL W. CHANDLER
13.STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL CITY STATE ZIP CODE4459 HACKETT AVENUE LAKEWOOD CA 90713
Type of Business
14.DESCRIBE THE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY
REAL ESTATE DEVELOPMENT
15.THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS, IS TRUE AND CORRECT.
JULY 10, 2015 ELIZABETH LAGRUA PRES.NUAST CORP
DATE TYPE OR PRINT NAME OF PERSON COMPLETING THE FORM TITLE SIGNATURE
LLC-12 (REV 01/2014)APPROVED BY SECRETARY OF STATE