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Home My WebLink AboutCUP 01-11; NEXTEL - BATIQUITOS LAGOON; Conditional Use Permit (CUP)• CITY OF CARLSBAD LAND USE REVIEW APPLICATION 1) APPLICATIONS APPLIED FOR: (CHECK BOXES) (FOR DEPARTMENT fFOR DEPARTMENT USE ONLY) USE ONLY! 0 Administrative Permit -2nd D Planned Industrial Permit Dwelling Unit 0 Administrative Variance D Planning Commission Determination D Coastal Development Permit D Precise Development Plan fi?[ Conditional Use Permit Cl>P 01-\I 0 Redevelopment Permit D Condominium Permit D Site Development Plan D Environmental Impact 0 Special Use Permit C1Uf OJ-CJ.; Assessment D General Plan Amendment D Specific Plan D Hillside Development Permit D =l=eFH:a'l:i"1'e PaFeel Maf' Obtain from Engineering Department D Local Coastal Plan Amendment D Tentative Tract Map D Master Plan D Variance D Non-Residential Planned D Zone Change Development _______ ___) D Planned Development Permit D List other applications not I soecified 2) ASSESSOR~RCELNO(S).: ~-~~)~\~~-t-·~~-·~~-~1~~~~~~~~~~~~~~~-~~~ 3) PROJECT NAME: _.._N"""ie-.;,'i ..... t"'""~ .. 1-_..a.'h-·J--i:..:.. -!l"~~ti...i..'k~d~as'-----'o..::....i~__;;,------=------ 4) BRIEF DESCRIPTION OF PROJECT: . ..; \ f · \-t. ·~· -' · \, l \ · -~· , , I J I 2 o ' I )'1. h-Ll = vf'),iJ:t b 5) OWNER NAME (Print or_Type) 6) APPLICANT NAME (Print or Type) \--~)~:><'..<'_ \. Tr~~J NEt--JfL --Cl.rtv~ \i\;1' ·· vtj l-c: )S MAILING ADDRESS MAILING ADDRESS )-Ou ZIP TELEPHONE I CERTIFY THAT I AM HE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. L c' _.., .. . L 0 , 11 ;__)t t l ,.• SIGNATURE DATE 71 BRIEF LEGAL DESCRIPTION CITY ANO STATE I CERTIFY TH I AM THE LEGAL REPRESENTATIVE OF THE OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE. BEST OF MY KNOWLEDGE. ~:;;)/t\;'-l iVlJCttV\1 l_tc\) ~' l J l I c I SIGNATURE DATE J);f 01ori NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED, MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION BE FILED. MUST l!lE SUBMITTED PRIOR TO 4:00 P.M. Form 16 • • • 8) LOCATION OF PROJECT: ( lqCj'-{ £'/ Cc\_1i\.tC/)O P(:c"-J STREET ADDRESS ON THE (NORTH, SOUTH, EAST, WEST) SIDE OF £" I t:'t\ 'yY~\ 1lO 2.<.t\ I (NAME OF STREET) ·+A \c ·, (NA~ OF STREET) BETWEEN AND lJt. \.C (NAME OF STREET) 9l LOCAL FACILITIES MANAGEMENT ZONE 10) PROPOSED NUMBER OF LOTS D· ·.· '.· 11) NUMBER OF EXISTING RESIDENTIAL UNITS D.·. . . 12) PROPOSED NUMBER OF EJ .. ~. f RESIDENTIAL UNITS · 13) TYPE OF SUBDIVISION 014) PROPOSED IND OFFICE/ D 15) PROPOSED COMM [ii] SQUARE FOOTAGE SQUARE FOOT AGE . 16) PERCENTAGE OF PROPOSED 017) PROPOSED INCREASE IN D 18) PROPOSED SEWER [2J PROJECT IN OPEN SPACE ADT . • · · USAGE IN EDU I 19) GROSS SITE ACREAGE 020) EXISTING GENERAL D 21) PROPOSED GENERAL G2J PLAN PLAN DESIGNATION . 22) EXISTING ZONING 023) PROPOSED ZONING D 24) IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS, DESIGN REVIEW BOARD MEMEBERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT ~TRY FOR, THIS PURP9fE l/MOCt:: ~d/&MckD SIGNATURE FOR CITY USE ONLY FEE· COMPUTATION APPLICATION TYPE FEE REQUIRED TOTAL FEE REQUIRED DATE FEE PAID Form 16 JUN 2 9 2001 CITY OF CARLSBAD PLANNING DEPT. DATE ST AMP APPLICATION RECEIVED RECEIVED BY: . RECEIPT NO. PAGE 2 OF e e City of Carlsbad IQ@l.t,O,J.laJ§.fiil•it4•11 DISCLOSURE STATEMENT 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: Perso·n is defmed 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. 2. 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 comoration or partnership, include the names, title, addresses of all individuals owning more than I 0% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON- APPLICABLE (NI A) IN THE SPACE BELOW If a publicly-owned corporation. include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person_,, ___ _ Title ---------------Title ______________ _ Address ___________ _ Address $~\ Co~\~j Dr . ·/)u) tr /uo 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 comoration or partnership, include the names, title, addresses of all individuals owning more than 10% of the shares. IF NO INDMDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NIA) 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.) ·"'LC-Pet"sMl '.QT b£u~E ll\\N ( d-)c,l») Title le.yYJ v\ h I Y\ ( (, li".f\.v. "' . Address ------------Address 1635 Faraday Avenue• Carlsbad, CA 92008-7314 • (760) 602-4600 • FAX (760) 602-8559 @ 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!frust ________ _ Non Profit!frust. __________ _ Title ---------~--- Title ______________ _ Address ___________ _ Address _____________ _ 4. Have you had more than $250 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes .JS(fNo If yes, please indicate person(s): _____________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of owner/date Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent · H·A.nMIN\('()l INTl=Rln1~r1 ()~I IRI= ~TA.Tl=llAl=NT 1';/QR P::inA? nf? • • PROJECT DESCRIPTION/EXPLANATION PROJECTNAME: Nc>j!~d-B-AflU,J11LS LA6ou1'{ APPLICANT NAME: Je.,r\00--~)jC{o.V\~\-ts ~ h,, Ne)l,\:eJ 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: N~Y-+e \ 'f' l;ptYSc'.5 ~ y\tzce C\.Y\ t-\J) 1i\l\1.A, 'v\V\ul w ~ re_,\e,;) <; ~1C\.C:\\\'o cc\ ·~~ ~b\-~)i\A;k-vlq_-ttA -l\\c ~;;h:_ w~ \~ Ci}1.,slsf 11f Ct t J' i.i-o' -tr(Ui f'IW.Y\t brci Lt 'j p l«ced , ,\ yke_ CN·I- L:j cc vcl ~t\N-t{·~ + k ~r/Vd / Cvi-Cc v\cA 0tc & l) /(,';ju )q V ~:~-" l in<-> . ~ ,,d 1 4-' c ~\:'kc tc, • tcLIJ 1'.1/--t 8 1dd fb ~"'1Ath. t)'L CVJ\~,V\V\aJ t;i·1{\ lk_ <Sl'./V'~i.{l)t J 0 ~ ~-((;uf-, C:lfjCV"' ~ \~-\c~\~ '-Yk. e.,it St) :J CocVYfcx-S J-e_:~j()i1 . Project Description 10/96 Page 1of1 NEXTEL COMMUNICATIONS, INC. DESCRIPTION OF PROPOSED PROJECT SITE CA 7424, Batiquitos Lagoon APN 215-052.,wr'-OO t5" The proposed communications site is located at The West Bluff Plaza, 6994 El Camino Real, Carlsbad, CA 92009. Ne:\.i:el proposes to construct, operate and maintain an unmanned, Enhanced Specialized Mobile Radio (ESMR) communications facility. This facility will consist of twelve (12) panel antennas, measuring one foot wide and four feet in length. The panel antennas will be mounted in a new dormer, matching the existing dormers created by Cox and Cingular. The screening will be painted and textured to match the existing structure. Ne:\.i:el will also install a f\vo-hundred forty (240) square foot equipment building centered between the two existing equipment bui1dings, architecturally matching. This proposed facility would be unmanned, operating 24 hours a day. The only visits to the site will consist of any emergency calls as well as regular maintenance visits once every three to six weeks. SYSTEM BACKGROUND INFORMATION Nextel Communications, Inc. has been authorized by the Federal Communications Commission (FCC) to construct and operate the first multi-purpose enhanced specialized mobile radio system (ES1v1R) in the United States. The system will provide superior service to the public in several ways: 1) it will be a fully digital alternative to current "cellular"' telephone systems; 2) it will provide digital dispatch services to large fleet users (this "dispatch" service will make the system able to handle a one-to-many form of communications wherein one dispatcher can contact numerous mobile parties simultaneously); 3) it will provide traditional paging services; 4) it will provide wireless data transmission. All of these functions will be available in one hand-held unit. HOW THE SYSTEM WORKS The service area is divided into a grid of theoretically hexagonal geographic areas. At the center of each area is a lo\v power unmanned radio repeater station. which handles the calls to and from mobile customers within the area As a mobile customer moves from one area to another with a call in progress, the call is automatically 'handed off" to the ne:\.1: repeater station, without interruption. Telephone line connections between repeater sites and the switching office, and from the switching office to the telephone company central office permit mobile customers within the serving area to utilize their mobile phones just as they would a home or office telephone, with direct dialing. SITE SUIT ABILITY This specific site was chosen based on its ability to provide needed wireless telecommunications coverage at the business park surrounded by El Camino Real and Alga Road. This site is necessary to provide uninterrupted service to mobile radio customers traveling from one area to another. PROPOSED USE OF FACILITY The project site location is in the commercial zone of the City of Carlsbad. Application is made pursuant to the City's General Plan and consistent with the Zoning Ordinance requirements. The proposed use of this communications facility will fulfill Ne:\.1:el's and the community's need for digital mobile radio communication service in this area. This project will not adversely impact the community. .. Page2 Nextel Communications Description of Proposed Project HEALTH AND SAFETY The proposed use of this project will not be detrimental to the health, safety and general welfare of persons residing or working in the area and will not adversely affect other property in the vicinity. BENEFITS TO THE CITY OF CARLSBAD Enhanced Specialized Mobile Radio (ESMR) provides better quality dispatch service through both its interconnect abilities and digital efficiencies. As discovered in the aftermath of the Northridge earthquake, the wireline telephones had inadequate capacity to serve the emergency crews. Nex'tel provided radios and service to the Red Cross to assist their operation in sheltering and feeding the families whose homes were damaged. ESMR provides emergency contact to 911; has authorization to provide emergency services during periods in \Vbich normal communications facilities are disrupted as a result of hurricane, flood, earthquake or similar disaster; and is authorized to transmit communications necessary for the implementation of civil defense activities as assigned by local civil defense authorities. {_ ~ -- 'xtel Communications NEXT -==· : ----. ----------- LETTER OF AUTHORIZATION CA 7424a Batiquitos Lagoon APPLICATION FOR ZONING/USE PERMIT 5761 Copley Drive, Suite 100 San Diego, CA 92111 (619) 650-4200 Fax: (619) 650-4202 I. Victor Kimball, owner of the below-described property, do hereby appoint NEXTEL OF CALIFORNIA, INC .. a Delaware corporation, d/b/a Nextel Communications, my agent for the purpose of consummating any building or use permit applications necessary to insure Ne~1:el · s ability to use the property for the purpose of constructing and operating a communications facility. I understand that this application may be denied, modified or approved with conditions and that such conditions or modifications must be complied with prior to issuance of building permits. Property Address: 6994 El Camino Real, Carlsbad, CA 92009 Assessor's Parcel Number: 215-052-M 1-')-vo Signature of Property Owner: R LESSOR'S AGENT] Date: Lrl t 3 jo l Authorized Agent: Young & Associates, Inc. consultants to Nextel Communications, Inc. We, the undersigned. being all of the Managers of St. George Inn, LLC, a Utah limited liability company, ("Company"), do hereby grant Victor Kimball, acting alone, with full and complete authority to bind the Company with regard to that certain Communications Site Lease Agreement {Building} by and between Nextel of California. Inc .• a Delaware corporation, d/b/a Nextel Communications and BVD Associates, LLC, a Utah limited liability company as to an undivided 75% interest, and St. George Inn, LLC, a Utah limited liability company as to an undivided 25% interest, as tenants in common with respect to that certain real property located in the State of California, County of San Diego more commonly known as 6994 El Camino Real, Carlsbad, CA 92009. Victor Kimball's signature shall be sufficient, without more, to bind the Company with respect to said Lease. Signed and Agreed By:LJ«L~1 David M. Kimball Title: Manager Title: Manager Date: b· i...; -o ( We, the undersigned, being all of the Managers of B.V.D. Associates. LLC, a Utah limited liability company, ("Company''), do hereby grant Victor Kimball, acting alone, full and complete authority to bind the Company with regard to that certain Communications Site Lease Agreement (Building) by and between Nextel of California. Inc .• a Delaware corporatioA. d/b/a Nextel Communications and BVD Associates. LLC, a Utah limited liability company as to an undivided 75% interest. and St. George Inn, LLC, a Utah limited liability company as to an undivided 25% interest, as tenants in common with respect to that certain real property located in the State of California, County of San Diego more commonly known as 6994 EI Camino Real, Carlsbad. CA 92009. Victor Kimball's signature shall be sufficient, without more, to bind the Company with respect to said Lease. l Signed and Agreed By: c. CL--.. ~i_ LI/ David M. Kimball Title: Manager Date: 1,g-?,.<;..--O l Byt¥tt~ Title: Manager Date: b..-11' -D I • ~t::;~~ i;F IJHift .. CRPliil"· . oi! of CQ,"'fl"iefh W .Olw.ion OJ \;OJPVf c:l:1("nS and C.O~Tl\~flil•I ~- I Hereby c11'tffyth:at the foregoing hctt b~ed and approv,cl an thlsLdaY of£:i..J!J...iofL Jn the offlca of this O!Vrsion and here1tj1nue this Ca~lficata thereof. C2.1b V\ {J[} Examiner Daw ru (}) • ~ LOI'.'"' U· ··' l!:FO-JENSON DIVlS:~'l• ..ilRECTOR A1'1ENDED AND RESTATED ARTICLES OF ORGANIZATION OF ST. GEORGE INN~ L.C. St. George Inn. L.C., a Utah Limited Liability Company. duly organized and existing under the laws of the state of Utah (the "'Company"), does hereby amend and restate its Articles of Organization in accordance with Sections-t8-2b-1~1 and-136, Utah Code Annotatecl as follows: FIRST. The name of the Company is St. Gt!orge Inn. LC. SECOND. The Company· s original Articles of Organization were filed in the State of Utah on April 30. 1993. THIRD. The Company· s ~.\rticles of Organization are amended and restated in their entirety as follows: "Company"). ARTICLE I N.Al\1E The name of the limited liability company is St. George Inn, L.C. (b.ereinafter the ARTICLE II PERIOD OF DURATION The Company's duration shall continue through December 31, 2049, UI!less earlier terminated by law or pursuant to the Company's Operating Agreement. ARTICLE III PURPOSES The nature of the business and of the purposes to be conducted and promoted by the Company is to engage solely in the following activities: To acquire from Vv·estbluff Plaza Associates~ Ltcl. a cenain parcel of real property. together \.Vith all improvements located thereon. in the City of Carlsbad. State of California (the ·•Property"). To O\Vn. holcl selL assign. transfer. operate. lease mortgage. pledge and othen..,,ise deal \Vi th the Property. FILED SEP 0 7 ZOOD EXPEDITE C~: !i':ll'D7/200D R.ec~ Number: 113570 Amount Pilla: $70.00 - I • .. : .. To exercise all powers enumerated in the Utah Limited Liability Company Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein. ARTICLE IV REGISTERED AGENT 4-\ND OFFICE: PRINCIPAL OFFICE The name and address of the initial registered agent of the Company is Victor M. Kimball, 8 East Broadway. Suite 200. Salt Lake City, Utah 84111. The address of the initial registered office and principal office of the Company is 8 East Broadway. Suite 200. Salt Lake City, Utah 84111. ARTICLEV 'MANAGE\.1ENT The Company shall be managed by managers. The names and addresses of the current managers of the Company are as follows: Da...,id M. Kimball 8 East Broadway Suite 200 Salt Lake City, Utah 84111 Victor M. Kimball 8 Easi. Broadway Suite 200 Salt Lake City. Utah 84111 ARTICLE VI MEMBERS The members of the Company and their addresses are as follows: David M. Kimball 8 East Broadway Suite 200 Salt Lake City, Utah 84111 Victor M. Kimball 8 East Broadway Suite 200 Salt Lake City, L'tah 84111 -2- ARTICLE VII INDEMNIFICATION The Company shall indemnify to the fullest extent permined by the Utah Limited Liability Company Act any person or entity who \Vas or is a party or is threatened to be made a party to any threat. pending or completed action, suit or proceeding, whether civil. criminal. administrative or investigative by reason of the fact that he, she or it is or was a manager of the Company. Notwithstanding the foregoing, any indemnification shall be fully subordinated to any obligations respecting the Propeny and shall not constitute a claim against the Company in the event that cash flow is insufficient to pay such obligations. AR. TI CLE VIII PROHIBITED ACIB'1TIES ~orwithstand.ing any provision hereof 10 thl! contrary. the follo\\ling shall govern: The Company shall only incur indebtedness in an amount nec:essarv to acquire. operate and maintain the Property. For so long as any mo:tgage lien exists on the Property, the Company shall not incur. assume. or guaranty any other indebtedness. The Company shall not consolidate or merge with or into EY other entity or convey or tr'cl.Ilsfer its properties and assets substantially as 3.ll entirety to any entity unless (i) the e!l.tiry (if other than the Company} formed or surviYing such consolidation or merger at th~.t acquired by conveyance or transfer the properties and assets of the Company substantially as an entirety (a) shall be organized and existing under the la\vs of the United Stares of America or 3D.Y state or the District of Columbia, (b) shall include in it~ organizational doc~~nts the same limitations set forth in this ~A..rticle VIlI and in Arri.cl:! IX:. and (c) shall expressly assume the due and punctual performance of the Company's obligations: and (ii) immediately afo~r ghing effect to such transaction, no default or event of defaulr under any agreement to which it is a party shall have been committed by this Company and be continuing. For so long as a mortgage lien exists on the Property, the Company ·will not voluntarily commence a case \Vith respect to itself,. as debtor. under 1.he Federal Bankruptcy Code or any similar federal or state statute \Vithout the unanimous consent of all of the member:, of the Company. For so long as a mortgage lien exists on the Property. no material amendment to these .Articles of Organization may be made \'\ithout first obtaining approval of the mortgagees holding first mongages on the Property. ARTICLE IX SEPARATENESS COVENA.t"'\JTS For so long as any mortgage lien exists on the Property. in order to preserve and :!nsure its separate and distinct identity, in addition to the other provisions set forth in these Articles of Ornanization, the Comnanv shall conduct its affairs in accordance 'Ni th the folloYliing -... .. -prov1s1ons: -3- It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its affiliates and shall allocate fairly and reasonably any overhead for shared office space. It shall maintain separate records and books of account from those of any affiliate. It shall not commingle assets with those of any affiliate. It shall conduct its own business in its own name. It shall maintain financial statements separate from any affiliates. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate. It shall maintain an arm·s length relationship with any affiliate. It shall not guarantee or become obligated for the debts of any other entity, including any affiliate or hold out its credit as being available to satisfy the obligations of others. It shall use stationery, invoices and checks separate from any affiliate. It shall not pledge its assets for the benefit of any other entity, including any affiliate. It shall hold itself out as an entity separate from any affiliate. For purpose of this Artic.ie IX. the follmving terms shall have the follovving meamngs: '"affiliate" means any person controlling or controlled by or under common control with the Company including, without limitation (i) any person who has a familial relationship, by blood,. marriage or otherwise with any partner or employee of the Company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from this Company. or any affiliate. For purposes of this definition. ·•control'' when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise~ and the terms ·'controlling" and •·controlled" have "!lle:mings correlative to the foregoing. --- ""person*' means any individual, corporation. partnership, limited liability company, joint venture, association. joint stock company. trust (including any beneficiary thereof), unincorporated organization. or government or any agency or political subdivision thereof. -4- ARTICLEX DISSOLUTION Notwithstanding any provision herein to the contrary, the foliowing shall govern: To the extent permissible under applicable federal and state tax law, the vote of a majority-in- interest of the remajnjng members is sufficient to continue.the life of the Company. If such vote is not obtained, for so long as a mortgage lien exists on the Property the Company shall not liquidate the Property without first obtaining approval of the mortgagees holding :first mortgages on the Propeny. Such holders may continue to exercise all ofthe:ir rights under the existing security agreements or mortgages until the debt underlying the mortgage liens has been paid in full or othernise completely discharged. ARTICLE XI VOTING NotiNitb.standing any provision hereof to the contrary the follov.ing shall govern: When acting on matters subject to the vote of the members, notwithstanding that the Company is not then insolvent. all of the members shall take into account the interest of the Company's creditors. as well as those of the members. [Remainder of this page intentionally left blank] -5- In witness whereof, the undersigned have executed these Amended and Restated A . .rticles of Organization as of the 6th day of September. 2000. & 0 ,.,Ac ?6., z/(/ David M. Kimball, Manager it~. 1 -? 552287 -6- state of uui, 9 t)epanment of Commerca OMsiafl ef Corporations zmd Commercial code I Hereby certify that th~golng ha beenfJ;ed and approved on this day~20- ln the omc. of this Div on and hereby tssue t~ o2};074 ioL17t6Z-~ this CertlfLCata thereof. 0?2-: bi( £6~ Examiner ~ Data'-_ •·-.... ~,·. ~ --LOP'-*llo ·-:.r::o-n:;NSON u:.11S.h ... ·:. UIRE.CTCi{ AMENDED AND RESTATED ~.\.RTICLES OF ORGA1''1ZATION OF B.V.D. ASSOCIATES, L.L.C. B.V.D. Associates. L.L.C., a Utah Limited Liability Company, duly organized and existing under the laws of the state of Utah (the "Company")~ does hereby amend and restate its Articles of Organization m accordance with Sections 48-2b-121 and -136, Utah Code Annotated, as follows: FIRST. The name of the Company is B.V.D ... Associates, L.L. C. SECOND. The Company·s original Articles of Organization were filed in the State ofl)tah on ~farch 16 ... 1998. THIRD. The Company's Articles of Organization are amended and restated in their entirety as follows: ARTICLE I NAl\1:E The name of the limited liability company is B.V.D. Associates, L.L.C. (hereinafter the "Company"). ARTICLE II PERIOD OF DURA.TION The Company's duration shall continue through December 31, 2049. unless earlier terminated by law or pursuant to the Company's Operating Agreement. ARTICLE III PlJRPOSES The nature of the business and of the purposes to be conducted and promoted by the Company is to engage solely in the following activities: To acquire from Westbluff Plaza Associates. Ltd., a certain parcel of real property, together with all improvements located thereon, ii1 the City of Carlsbad, State of California (the "Property"). To own. hold, sell. assign, transfer, operate, lease mortgage, pledge and otherwise deal "\\-ith the Property. FILED SEP 0 7 2000 EXPEDITE Date: 0910712000 Receltlt Numtier: 113570 Amount Pilla: '70.00 - I -~ -- To exercise all powers enumerated in the Utah Limited Liability Company Act necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein. ARTICLE IV REGISTERED AGENT :\ND OFFICE; PRINCIP~-<\L OFFICE The name and address of the initial registered agent of the Company is Victor M. Kimball. 8 East Broadway, Suite 200, Salt Lake City, Utah 84111. The address of the initial registered office and principal office of the Company is 8 East Broadway, Suite 200. Salt Lake City. Utah 84111. ARTICLEV :MAi'l'AGEMENT The Company shall be managed by mana~ers. The names and addresses of the current managers of the Company are as follows: David ?vL Kimball 8 East Broadway Suite 200 Salt Lake City, Utah 8411 I Victor M. Kimball 8 East Broadway Suite 200 Salt Lake City, Utah 84111 ARTICLE VI INTIEMNIFICATION The Company shall indemnify to the fullest extent permitted by the Utah Limited Liability_Company Act any person or entity who 'Was or is a party or is threatened to be made a party to any threat, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he, she or it is or was a manager of the Company. Notwithstanding the foregoing, any indemnification shall be fully subordinated to any obligations respecting the Property and shall not constitute a claim against the Company in the event that cash flow is insufficient to pay such obligations. ARTICLE VII PROHIBITED ACTIVITIES Notwithstanding any provision hereof to the contrary, the follovving shall govern: The Company shall only incur indebtedness in an amount necessary to acquire, operate and -2- maintain the Property. For so long as any mongage lien exists on the Propeny. the Company shall not incur. assume, or guaranty any other indebtedness. The Company shall not consolidate or merge \vith or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (i) the entity (if other than the Company) formed or surviving such consolidation or merger or that acquired by conveyance or transfer the properties and assets of the Company substantially as an entirety (a) shall be organized and existing under the laws of the United States of America or any state or the District of Columbi~ (b') shall include in its organizational documents the same limitations set furth in this Article VII and in .Article VIII, and (c) shall expressly assume the due and punctual performance of the Company's obligations: and (ii) immediately after giving effect to such transactio~ no defu.ult or event of default under any agreement to which it is a pany shall have been committed by this Company and be continuing. For so long as a mortgage lien exists on the Property, the Company will not voluntarily commence a case \Vith respect to itself. as debtor. under the Federal Bankruptcy Code or any similar federal or state stanne \\-iihout the unanimous consent of all ofihe members of the Company. For so long as a mongage lien exists on the Property. no material amendment t:) these Articles of Organization may be made without first obtaining approval of Ihe mongagees holding first mongages on the Property. A.RTICLEVm: SEPARATENESS COVE~A.'\JTS For so long as any mongage lien exists on the Property. in order to preserve and ensure its separate and distinct identity, in addition to the other provisions set fonh in tbes~ .A...rticles of Organization. the Company shall conduct its affairs in accordance ".vith the follm .. ing provisions: It shall establish and maintain an office through which its business shall be conducted separate and apan from that of any of its affiliates and shall allocate fairly and reasonably any overhead for shared office space. It shall maintain separate records and books of account from those of any affiliate. It shall not commingle assets with those of any affiliate. It shall conduct its 0\\111 business in its ovm name. It shall maintain financial statements separate from any affiliates. It shall pay any liabilities out of its own funds. including salaries of any employees, not funds of any affiliate. It shall maintain an arm's length relationship \\ith any affiliate. It shall not guarantee or become obligated for the debts of any other entity. including auy affiliate or hold out its credit as being available to satisfy the obligations of others. It shall use stationery, invoices and checks separate from any affiliate. It shall not pledge its assets for the benefit of any other entity, including any affiliate. It shall hold itself out as an entity separate from any affiliate. For purpose of this Article VIII. the following terms shall have the following meamngs: •·affiliate" means any person controlling or controlled by or under common control vvith the Company including, '-"ithout limitation (i) any person who has a familial relationship. by blood. marriage or otherwise '-"ith any partner or employee of the Company, or any affiliate thereof and (ii) any person which receives compensation for administrative. legal or accounting senices from this Company, or any affiliate. For purposes of this definition, "'control" when used \\lith respect to any specified person, meJ.IlS the power to direct the management and policies of such person. directly or indirectly, whether through the ovvnership of voting seci.Irlties. by contract or otherwise: and the terms ··controlling"' and .. controlled'" have meanings correlative to the foregoing. ·•person'" means any individual. corporation, partnership, limited liability company, joint venture. association, joint stock company, trust (including any beneficiary thereof), unincorporated organization. or government or any agency or political subdivision thereof ARTICLE IX DISSOLUTION Notwithstanding any provision herein to the contrary, the following shall govern: To the e::\.1:ent permissible under applicable federal and state tax law, the vote of a majority-in- interest of the remaining members is sufficient to continue the life of the Company. If such vote is not obtained. for so long as a mortgage lien exists on the Property the Company shall not liquidate the Property without first obtaining approYal of the mortgagees holding :first mortgages on the Property. Such holders may continue to exercise all of their rights under the existing security agreements or mortgages until the debt underlying the mortgage liens has been paid in full or othenvise completely discharged. ARTICLEX VOTING Notwithstanding any provision hereof to the contrary the following shall govern: When acting on matters subject to the vote of the members. notwithstanding that the Company is not then insolvent. all of the members shall take into account the interest of the Company's creditors. as well as those of the members. [Remainder of this page intentionally left blank] In witness whereof, the undersigned have executed these Amended and Restated Articles of Organization as of the 6th day of September. 2000. 550296 -6- ,c; ~ ~ ,. .. ., ' .. "' >; ' <t> --6§j SHT. 3 5 • SMT I OF~ MA-P POR I @ 1340AC ~ . SHT 1 ~ s 2 ~ SHT I CHANGES !LI' OLD I~ TT> an D:SZ s JSiJU B5 IS'.if. ... , .. ··~ ~o 7, '50 '·~· ~~· ,,,~ •>o •-s -.-;,a " S I ... "~ ~·,; "ZI ... ':..:~ ... =' 71-,, lfl1 •SM3 000 '""'" PG 12 00 110 050 51*73 1~·01 .... ""' .. ,..,-., 01 .. 002 ' ,...,. .. """ CA7424a Batiquitos Lagoon 6994 El Camino Real, Carlsbad, CA 92009 PHOTO # 1 -LOOKING NORTH TOW ARD SITE PHOTO # 2 -LOOKING SOUTH TOW ARD SITE PHOTO # 7 -LOOKING NORTH /. PHOTO # 3 -LOOKING EAST TOW ARD SITE PHOTO # 4 -LOOKING WEST TOW ARD SITE ENVIRONMENTAL IMPACT ASSESSMENT FORM-PART I (TO BE C01\.1PLETED BY THE APPLICANT) CASE NO: --------- DA TE RECEIVED: --------- BACKGROUND (To be completed by sta.f/) 1. CASE NAME: ((-\ \ .{ U\\b'::> l :3 b l.' V\ 2. APPLICANT: \\le :tJ 1 \ Co v'v\. w, \,\ \A , u:, h LW\ s 3. ADDRESS AND PHONE NUMBER OF APPLICANT:___._O .... J~-l=c_._l_....._('_D-1V---l ...... c.j-1'-r--~ .... )_, _1\~t'_· ,;- 4. PR0JECTDESCRIPTION: \AJ, .. h':t> tC\_l'\lll3 (QIJ\,~l\1'>'J "( c;l ,:>' ~J~' fq t-.~fu.Q rl\.\ v1u, \~1~3 c -:c l d <el tt ,4ll3 1\v,d f~lh:) r '!1\\)13 ~)Lu\~~ q ~~ l~ To17.\ o.C I)_ q \i\l-:(l1 ~P\.S (,·il•/) ,1)1M f J \'(, t lv a \ "cuJ-0~~ " ~"-~ "" ( , ?:>C v--c ,e.-he J Th !,\;\, afr: .L, SUivllvIARY OF ENV1R0N1vfENTAL FACTORS POTENTIALLY AFFECTED: Please check any of the environmental factors listed below that would be potentially affected by this project. This would be any environmental factor that has at least one impact checked "Potentially Significant Impact," or "Potentially Significant Impact Unless Mitigation Incorporated" in the checklist on the following pages. 0 Land Use and Planning D Population and Housing D Geological Problems D Water 0 Air Quality O Transportation/Circulation O Biological Resources D Public Services O Utilities & Service Systems D Energy & Mineral Resources O Aesthetics O Hazards D Noise D Cultural Resources D Recreation D Mandatory Findings of Significance Rev. 03/28/96 ENVIRONMENT AL IMPACTS STATE CEQA GUIDELINES, Chapter 3, Article 5, Section 15063 requires that the City conduct an Environmental Impact Assessment to detennine if a project may have a significant effect on the environment. The Environmental Impact Assessment appears in the following pages in the form of a checklist. This checklist identifies any physical, biological and human factors that might be impacted by the proposed project and provides the City with information to use as the basis for deciding whether to prepare an Environmental Impact Report (EIR), Negative Declaration, or to rely on a previously approved· EIR or Negative Declaration. • A brief explanation is required for all answers except "No Impact" answers that are adequately supported by an information source cited in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved. A "No Impact" answer should be explained when there is no source document to refer to, or it is based on proj ect-specific factors as well as general standards. • "Less Than Significant Impact" applies where there is supporting evidence that the potential impact is not adversely significant, and the impact does not exceed adopted general standards and policies. • "Potentially Significant Unless Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact." The developer must agree to the mitigation, and the City must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level. • "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect is significant. • Based on an "EIA-Part II", if a proposed project could have a potentially significant effect on the environment, but all potentially significant effects (a) have been analyzed adequately in an earlier EIR or Mitigated Negative Declaration pursuant to applicable standards and (b) have been avoided or mitigated pursuant to that earlier EIR or Mitigated Negative Declaration, including revisions or mitigation measures that are imposed upon the proposed project, and none of the circumstances requiring a supplement to or supplemental EIR are present and all the mitigation measures required by the prior environmental document have been incorporated into this project, then no additional environmental document is required (Prior Compliance). • When "Potentially Significant Impact" is checked the project is not necessarily required to prepare an EIR if the significant effect has been analyzed adequately in an earlier EIR pursuant to applicable standards and the effect will be mitigated, or a "Statement of Overriding Considerations" has been made pursuant to that earlier EIR. • A Negative Declaration may be prepared if the City perceives no substantial evidence that the proj ect or any of its aspects may cause a significant effect on the environment. 2 Rev. 03/28/96 • If there are one or more potentially significant effects, the City may avoid preparing an EIR if there are mitigation measures to clearly reduce impacts to less than significant, and those mitigation measures are agreed to by the developer prior to public review. In this case, the appropriate "Potentially Significant Impact Unless Mitigation Incorporated" may be checked and a Mitigated Negative Declaration may be prepared. • An EIR must be prepared if "Potentially Significant Impact" is checked, and including but not limited to the following circumstances: (1) the potentially significant effect has not been discussed or mitigated in an Earlier EIR pursuant to applicable standards, and the developer does not agree to mitigation measures that reduce the impact to less than significant; (2) a "Statement of Overriding Considerations" for the significant impact has not been made pursuant to an earlier EIR; (3) proposed mitigation measures do not reduce the impact to less than significant, or; (4) through the EIA-Part II analysis it is not possible to determine the level of significance for a potentially adverse effect, or determine the effectiveness of a mitigation measure in reducing a potentially significant effect to below a level of significance. A discussion of potential impacts and the proposed mitigation measures appears at the end of the form under DISCUSSION OF ENVIRONMENTAL EVALUATION. Particular attention should be given to discussing mitigation for impacts which would otherwise be determined significant. 3 Rev. 03/28/96 Issues (and Supporting Information Sources): "(§.gp"pt~fit?il1flos,f!ffi,,@1s;n}9P1M!e~a&£1ifliq£M711 I. LAND USE AND PLANNING. Would the proposal:. a) Conflict with general plan designation or zoning? (Source #(s): ( ) b) Conflict with applicable environmental plans or policies adopted by agencies with jurisdiction over the project? ( ) c) Be incompatible with existing land use in the vicinity? ( ) d) Affect agricultural resources or operations (e.g. impacts to soils or farmlands, or impacts from incompatible land uses? ( ) e) Disrupt or divide the physical arrangement of an established community (including a low-income or minority community)? ( ) II. POPULATION AND HOUSING. Would the proposal: a) Cumulatively exceed official regional or local population projections? ( ) b) Induce substantial growth in an area either directly or indirectly (e.g. through projects in an undeveloped area or extension of major infrastructure)? ( ) c) Displace existing housing? ( housing, especially affordable ) III. GEOLOGIC PROBLEMS. Would the proposal result in or expose people to potential impacts involving: a) Fault rupture? ( ) b) Seismic ground shaking? ( ) c) Seismic ground failure, including liquefaction? ( ) d) Seiche, tsunami, or volcanic hazard? ( ) e) Landslides or mudflows? ( ) f) Erosion, changes in topography or unstable soil conditions from excavation, grading, or fill? ( ) g) Subsidence of the land? ( h) Expansive soils? ( i) Unique geologic or physical features? ( ) IV. WATER. Would the proposal result in: a) Changes in absorption rates, drainage patterns. or the rate and amount of surface runoff? ( ) b) Exposure of people or property to water related hazards such as flooding? ( ) 4 Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □· □ □ □ □ □ □ Less Than No Significan Impact t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Rev. 03/28/96 Issues (and Supporting lnfonnation Sources): '{§7ip/!letifeifta!fcl3cf,Jlfftllii,4JJ~'i1/iv12tJ."3!11ifaFll.~ c) Discharge into surface waters or other alteration of surface water quality (e.g. temperature, dissolved oxygen or turbidity)? ( ) d) Changes in the amount of surface water in any water body? ( ) e) Changes in currents, or the course or direction of water movements? ( ) t) Changes m the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability? ( ) g) Altered direction or rate of flow of groundwater? ( ) h) Impacts to groundwater quality? ( ) i) Substantial reduction in the amount of groundwater otherwise available for public water supplies? ( ) V. AIR QUALITY. Would the proposal: a) Violate any air quality standard or contribute to an existing or projected air quality violation? ( ) b) Expose sensitive receptors to pollutants? ( ) c) Alter air movement, moisture, or temperature, or cause any change in climate? ( ) d) Create objectionable odors? ( ) VI. TRANSPORTATION/CIRCULATION. Would the proposal result in: a) Increased vehicle trips or traffic congestion? ( ) b) Hazards to safety from design features (e.g. sharp curves or dangerous intersections) or incompatible uses (e.g. fann equipment)? ( ) c) [nadequate emergency access or access to nearby uses? ( ) d) Insufficient parking capacity on-site or off-site? ( ) e) Hazards or barriers for pedestrians or bicyclists? ( ) t) Conflicts with adopted policies supporting alternative transportation (e.g. bus turnouts, bicycle racks)? ( ) g) Rail, waterborne or air traffic impacts? ( ) 5 Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than No Significan Impact t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Rev. 03/28/96 Issues (and Supporting Infonnation Sources): c§:¥pjf/j;f{~~his,"inifY,:be,'r."efe~efll VII. BIOLOGICAL RESOURCES. Would the proposal result in impacts to: a) Endangered, threatened or rare species or their ,habitats (including but not limited to plants, fish, insects, animals, and birds? ( ) b) Locally designated species (e.g. heritage trees)? ( ) c) Locally designated natural communities (e.g. oak forest, coastal habitat, etc.)? ( ) d) Wetland habitat (e.g. marsh, riparian and vernal pool)? ( ) e) Wildlife dispersal or migration corridors? ( ) VIII. ENERGY AND MINERAL RESOURCES. Would the proposal? a) Conflict with adopted energy conservation plans? ( ) b) Use non-renewable resources in a wasteful and inefficient manner? ( ) c) Result in the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State? ( ) IX. HAZARDS. Would the proposal involve: a) A risk of accidental explosion or release of hazardous substances (including, but not limited to: oil, pesticides, chemicals or radiation)? ( ) b) Possible interference with an emergency response plan or emergency evacuation plan? ( ) c) The creation of any health hazard or potential health hazards? ( ) d) Exposure of people to existing sources of potential health hazards? ( ) e) Increase fire hazard in areas with flammable brush, grass, or trees? ( ) X. NOISE. Would the proposal result in: a) Increases in existing noise levels? ( ) b) Exposure of people to severe noise levels? ( ) XI. PUBLIC SERVICES. Would the proposal have an effect upon, or result in a need for new or altered government services in any of the following areas: a) Fire protection? ( ) b) Police protection? ( c) Schools? ( 6 Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than No Significan Impact t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Rev. 03/28/96 Issues (and Supporting Infonnation Sources): (§,a'fAlwl,iJffifll,o'ciilEli//Jmmo.e1illfai~@""'Zj:a;-,,ftilM . ...,@1 .... t?"""s""'·:[,gffl d) Maintenance of public facilities, including roads? ( ) e) Other governmental services? ( ) XII. UTILITIES AND SERVICES SYSTEMS. Would the proposal result in a need for new systems or supplies, or substantial alterations to the following utilities: a) Power or natural gas? ( ) b) Communications systems? ( ) c) Local or regional water treatment or distribution facilities? ( d) Sewer or septic tank~? ( ) e) Storm water drainage? ( ) f) Solid waste disposal? ( g) Local or regional water supplies? ( XIII. AESTHETICS. Would the proposal: a) Affect a scenic or vista or scenic highway? ( ) b) Have a demonstrate negative aesthetic effect? ( ) c) Create light or glare? ( ) XIV. CULTURAL RESOURCES. Would the proposal: a) Disturb paleontological resources? ( b) Disturb archaeological resources? ( ) c) Affect historical resources? ( ) d) Have the potential to cause a physical change which would affect unique ethnic cultural values? ( ) e) Restrict existing religious or sacred uses within the potential impact area? ( ) XV.RECREATIONAL. Would the proposal: a) Increase the demand for neighborhood or regional parks or other recreational facilities? ( ) b) Affect existing recreational opportunities? ( ) 7 Potentially Significant Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Less Than No Significan Impact t Impact □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Rev. 03/28/96 Issues (and Supporting Information Sources): 't§.wtrilit~PF(l?Bogftm"fti!WWPitdJr'Wii.~l~~£1j XVI. MANDATORY FINDINGS OF SIGNIFICANCE. a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? c) Does the project have environmental effects which will cause the substantial adverse effects on human beings, either directly or indirectly? XVII. EARLIER ANALYSES. Potentially Significant Impact □ □ □ Potentially Significant Unless Mitigation Incorporated □ □ □ Less Than No Significan Impact t Impact □ □ □ Earlier analyses may be used where, pursuant to the tiering, program EIR, or other CEQA process, one or more effects have been adequately analyzed in an earlier EIR or negative declaration. Section 15063(c)(3)(D). In this case a discussion should identify the following on attached sheets: a) Earlier analyses used. Identify earlier analyses and state where they are available for review. b) Impacts adequately addressed. Identify which effects from the above check.list were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation measures. For effects that are "Less than Significant with Mitigation Incorporated," describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site- specific conditions for the project. 8 Rev. 03/28/96 DISCUSSION OF ENV1RONMENTAL EVALUATION Please use this area to discuss any of the environmental factors that were checked "No impact" yet lack any information citations and any factors that were checked "Potentially Significant Impact" or "Potentially Significant Impact Unless Mitigation Incorporated." The City has adopted a "Statement of Overriding Consideration" with regard to air quality and circulation impacts resulting from the normal buildout according to the General Plan. The following sample text is intended to guide your discussion of the impacts to these environmental factors. AIR QUALITY: The implementation of subsequent projects that are consistent with and included in the updated 1994 General Plan will result in increased gas and electric power consumption and vehicle miles traveled. These subsequently result in increases in the emission of carbon monoxide, reactive organic gases, oxides of nitrogen and sulfur, and suspended particulates. These aerosols are the major contributors to air pollution in the City as well as in the San Diego Air Basin. Since the San Diego Air Basin is a "non-attainment basin", any additional air emissions are considered cumulatively significant: therefore, continued development to buildout as proposed in the updated General Plan will have cumulative significant impacts on the air quality of the region. To lessen or minimize the impact on air quality associated with General Plan buildout, a variety of mitigation measures are recommended in the Final Master EIR. These include: 1) provisions for roadway and intersection improvements prior to or concurrent with development; 2) measures to reduce vehicle trips through the implementation of Congestion and Transportation Demand Management; 3) provisions to encourage alternative modes of transportation including mass transit services; 4) conditions to promote energy efficient building and site design; and 5) participation in regional growth management strategies when adopted. The applicable and appropriate General Plan air quality mitigation measures have either been incorporated into the design of the project or are included as conditions of project approval. Operation-related emissions are considered cumulatively significant because the project is located within a "non-attainment basin", therefore, the "Initial Study" checklist is marked "Potentially Significant Impact". This project is consistent with the General Plan, therefore, the preparation of an EIR is not required because the certification of Final Master EIR 93-0 I, by City Council Resolution No. 94-246, included a "Statement Of Overriding ~onsiderations" for air quality impacts. This "Statement Of Overriding Considerations" applies to all subsequent projects covered by the General Plan's Final Master EIR, including this project, therefore, no further environmental review of air quality impacts is required. This document is available at the Planning Department. CIRCULATION: The implementation of subsequent projects that are consistent with and included in the updated 1994 General Plan will result in increased traffic volumes. Roadway segments will be adequate to accommodate buildout traffic; however, 12 full and 2 partial intersections will be severely impacted by regional through-traffic over which the City has no jurisdictional control. These generally include all fre eway interchange areas and major intersections along Carlsbad Boulevard. Even with the implementation of roadway improvements, a number of intersections 9 Rev. 03/28/96 are projected to fail the City's adopted Growth Management performance standards at buildout. To lessen or minimize the impact on circulation associated with General Plan buildout, numerous mitigation measures have been recommended in the Final Master EIR. These include 1) measures to ensure the provision of circulation facilities concurrent with need; 2) provisions to develop alternative modes of transportation such as trails, bicycle routes, additional sidewalks, pedestrian linkages, and commuter rail systems; and 3) participation in regional circulation strategies when adopted. The diversion of regional through-traffic from a failing Interstate or State Highway onto City streets creates impacts that are not within the jurisdiction of the City to control. The applicable and appropriate General Plan circulation mitigation measures have either been incorporated into the design of the project or are included as conditions of project approval. Regional related circulation impacts are considered cumulatively significant because of the failure of intersections at buildout of the General Plan due to regional through-traffic, therefore, the "Initial Study" checklist is marked "Potentially Significant Impact". This project is consistent with the General Plan, therefore, the preparation of an EIR is not required because the recent certification of Final Master EIR 93-01, by City Council Resolution No. 94-246, included a "Statement Of Overriding Considerations" for circulation impacts. This "Statement Of Overriding Considerations" applies to all subsequent projects covered by the General Plan's Master EIR, including this project, therefore, no further environmental review of circulation impacts is required. LIST OF MITIGATING MEASURES QF APPLICABLE) ' ATTACH MITIGATION MONITORING PROGRAM OF APPLICABLE) 10 Rev. 03/28/96 PART I EIA NEXTEL -BATIQUITOS LAGOON I. LAND USE PLANNING a) No impact. The proposed project is in conformance with the general plan and zoning designation for the property. b) No impact. The proposed project will conform with applicable environmental plans and policies adopted by agencies with jurisdiction over the project. c) No impact. The project is compatible with the existing land use in the vicinity. d) No impact. The project will not affect agricultural resources or operations since the site has not been used for agricultural purposes. e) No impact. The proposed project will not disrupt or divide the physical arrangement of any established communities. The proposed project consists of the installation of 3 antenna arrays with four antennas mounted II. POPULATION AND HOUSING a) No impact. Since the proposed project consists of an addition to an existing building, it will not alter the planned distribution or housing in the area. b) No impact. The proposed project will not induce substantial growth in the area. c) No impact. The site for the proposed project will not displace existing housing since the site already contains existing buildings. 111. GEOLOGICAL PROBLEMS a) No impact. The site is not located near active faults and no geologic conditions exist that could constrain development of the property or increase the exposure of people or property to geologic hazards. ( 1) b) No impact. Due to the distance from known active faults from the sites, the proposed project will not expose people to significant seismic ground shaking. (1 ) c) No impact. This project will not expose people to seismic ground failure including liquefaction, due to the distance of the know active faults from the site. d) No impact. The site is not located in an area of volcanic activity and does not have a history of seiche or tsunami hazards. Therefore, the proposed project will not expose people to impacts involving seiche, tsunami or volcanic hazards. e) No impact. The project site is not located within an area of landslides or mudflows. (1) f) No impact. The site was already mass graded when the existing buildings were constructed. g) No impact. The project site is not located in an area known for subsidence and is not expected to result in or expose people to potential impacts involving subsidence of the land. (1) h) No impact. The proposed project will not result in or expose people to potential impacts involving expansive soils. The property is not located in an area known to have expansive soils. (1) i) No impact. No unique geologic or physical features are known to exist at the project site. (1) IV. WATER a) No impact. The project will have no impact on absorption rates, drainage patterns, or amount of surface runoff. The antennas are proposed on top of an existing structure. b) No impact. The site is not in an area that is prone to flooding or other water hazards. (1) c) No impact. The project will not alter the quality of any surface water body. d) No impact. The project will not significantly affect the amount of surface water in any water body since no storm water will discharge directly into any water body. (1) e) No impact. The proposed project will not significantly affect currents or the course or direction of water movements. ( 1) f) No impact. The project will not affect the quantity or the quality of ground waters either through direct additions or withdraws or through interception of an aquifer by cuts or excavations or through substantial loss of recharge capability. (1) g) No impact. Since the proposed project does not use groundwater, the project will not alter direction of the rate of flow of groundwater. (1) h) No impact. The project will not significantly impact groundwater quality, since there will be no direct infiltration into any known groundwater supply. (1) i) No impact. The proposed project will not cause a substantial reduction in the amount of groundwater otherwise available for public water supplies since the project will not use groundwater nor impact a significant area otherwise available for groundwater percolation. (1) V. AIR QUALITY a) No impact. The project will have no affect upon air quality. b) No impact. The project will not expose sensitive receptors to pollutants. c) No impact. The proposed project will not alter air movement, moisture, temperature or cause a change in climate. d) No impact. The proposed project will not create objectionable odors. VI. TRANSPORTATION/ CIRCULATION a) No impact. The project will not increase ADT. b) No impact. The project will not result in hazards to safety from design features. (1) c) No impact. The proposed project will not affect access. d) No impact. The proposed project will not affect parking. e) No impact. The project will not produce any hazards or barriers for pedestrians or bicyclists. f) No impact. The proposed project will conform with adopted policies supporting alternative transportation. g) No impact. No impacts to or from the railroad will result. No waterborne traffic occurs in the vicinity. VII. BIOLOGICAL RESOURCES a) No impact. The site does not have any endangered, threatened or rare species or their habitats. It is a developed site. b) No impact. The site does not contain locally designated species. c) No impact. The site does not contain locally designated communities. d) No impact. The proposed project is not located on wetland habitat, so it will not impact wetland habitat. e) No impact. There will be no impacts to wildlife dispersal or migration corridors. VIII. ENERGY AND MINERAL RESOURCES a) No impact. The proposed project will conform with adopted energy conservation plans. b) No impact. The proposed project will not use non-renewable resources in a wasteful inefficient manner. c) No impact. The proposed project will not result in the loss of availability of a known mineral resource that would be of future value to the region and the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State. IX. HAZARDS a) No impact. The proposed project will not involve the storage, application, use or disposal of hazardous materials or substances and therefore will not involve a risk of accidental explosion or release of hazardous substances. b) No impact. The proposed project will be designed so as not to interfere with any emergency response or evacuation plans. The project's circulation system will be reviewed by all pertinent City departments to ensure that there will be no impacts to any emergency response procedures or evacuation plans. c) No impact. The project will not create any health hazards or any potential health hazards. d) No impact. There are no existing health hazards on the site. e) No impact. The project will be constructed in compliance with all applicable City policies and codes regarding fire suppression and low fuel planting. X. NOISE a) No impact. Development of the site will not substantially increase noise levels beyond the short term construction noise impacts. b) No impact. The project will not involve exposure of people to severe noise levels beyond the short term construction noise impacts. XI. PUBLIC SERVICES a) No impact. The project is located within the five minute response time for fire protection. b) No impact. Police protection is provided by the City of Carlsbad and demand for additional police services beyond the demand created by a typical commercial development of this site is not anticipated. c) No impact. The proposed project will not have an effect upon or result in a need for new schools. d) No impact. The proposed project will pay appropriate public facilities fees as dictated by the City. e) No impact. The proposed project will pay appropriate public facilities fees as dictated by the City. XII. UTILTITES AND SERVICES SYSTEMS a) No impact. The majority of utitlities have already been established for the existing structures. b) No impact. The proposed project is not anticipated to create significant new demand for major facilities of communication or cable nor will it require substantial alteration to existing facilities. c) No impact. The proposed project is in conformance with the EIR 93-01 for the site and no potentially significant impacts are anticipated. d) No impact. The proposed project is in conformance with the EIR 93-01 for the site and no significant impacts to the City's sewer or septic tanks are anticipated. e) No impact. The proposed project is in conformance with the EIR 93-01 for the site and no significant impacts to the City's storm drainage system is anticipated. f) No impact. The proposed project is in conformance with the EIR 93-01 for the site and no significant impacts to the City's solid waste disposal system is anticipated. g) No impact. The proposed project is in conformance with the EIR 93-01 for the site and no significant impacts to the City's local or regional water supplies are anticipated. XIII. AESTHETICS a) No impact. The proposed project will not affect a scenic highway or vista. All antennas will be adequately screened from public view. b) No impact. The proposed project will not have a negative aesthetic effect. All antennas will be adequately screened from public view. c) No impact. The project will be designed in such a manner as to not create significant off- site light or glare. Lighting within the project will be directed towards the ground in order to meet required city specifications. XIV. CULTURAL RESOURCES a) No impact. The project has already been mass graded in the construction of the existing buildings. b) No impact. The project has already been mass graded in the construction of the existing buildings. c) No impact. No historical resources are known to exist within the project area. d) No impact. Unique ehnic cultural values are not known to be associated with this site. e) No impact. No religious or sacred uses are known to exist within the project area. XV. RECREATION a) No impact. The proposed project is non-residential, so no impact to park facilities are anticipated. b) No impact. The project will not affect recreational activities. XVI. MANDATORY FINDINGS OF SIGNIFICANCE a) No impact. The proposed project will not degrade the quality of the environment, substantially reduce the habitat of fish or wildlife species, cause fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory. b) No impact. The project will not contribute to cumulative air quality impacts. c) No impact. The proposed site will not cause substantial adverse effects on human beings. xv11. Earlier Analysis a) Source documents are on file in the Planning Department located at 2075 Las Palmas Drive, Carlsbad, Phone (760) 438-1161 . 1. "Final Master EIR for the City of Carlsbad General Plan Update", March 1994. • • CHICAGO TITLE COMPANY PRELIMINARY REPORT Reference: 7424-A Regarding: 6986-96 EL CAMINO REAL CARLSBAD, CA Dated as of: April 18, 2001 at 7:30AM Order No.: 13071106 -U52 CHICAGO TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Trt:Ie 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 in Schedule B 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 of said Policy or Policies are set forth in the attached list. Copies of the Policy forms are available upon request. Please read the exceptions shown or referred to in Schedule B and the exceptions and exclusions set forth in the attached list 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 to 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 OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. The farm of policy of title insurance contemplated by this report is: CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY VI"sit Us On The Web: westemdivision.ctt.com Title Department: CHICAGO TITLE COMPANY 925 "B" STREET SAN DIEGO, CA. 92101 (619)544-6291 fax: (619)544-6279 Gary Dryden TITLE OFFICER PF? --081 as, 99bk @ • • SCHEDULE A OrderNo: 13071106 U52 Your Ref: 7424-A 1. The estate or interest in the land hereinafter descn'bed or referred to covered by this report is: A FEE 2. Title to said estate or interest at the date hereof is vested in: B.V.D. ASSOCIATES , LLC, A TJTAH LIMITED LIABILITY COMPANY AS TO A...>q UNDIVIDED 75% INTEREST, AND ST. GEORGE INN, LC, A TJTAH LIMITED LIABILITY COMPA..'fi AS TO AN UNDIVIDED :!5% INTEREST, AS TENANTS IN COMMON 3. The land referred to in this report is situated in the State of California, County of SAN DIEGO and is described as follows: PARCEL 2 OF PARCEL MAP NO. 9043, IN THE CITY OF CARLSBAD, COUNTY OF SA...~ DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 14, 1979 AS FILE NO. 79-340715 OF OFFICIAL RECORDS. ~ -1C/J1/97bk • • SCHEDULE B Page 1 Order No: 1.3071106 U52 YourRef: 7424-A At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: A 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR TEE FISCAL YEAR 2001-2002 TEAT ARE A LIE.i.~ NOT YET DUE. B 2. SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 2000-2001. ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF TEE STATE OF CALIFORNIA. 1ST INSTALLMENT: PENALTY: DELINQUENT: 2ND INSTALLMENT: PENALTY: DELINQUENT: CODE AREA: ASSESSMENT NO. : $160.06 $16.00 MAY 31, 2001 $160.06 $26.00 OCTOBER 1, 2001 09038 8092438480 c 3 . THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO TEE PROVISIONS OF CHAPTER 3.5 {COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF TEE STATE OF CALIFORNIA. D 4. THE PARCEL MAP REFERRED TO IN THE LEGAL DESCRIPTION HEREIN CONTAINS VARIOUS RESTRICTIONS IN IMPROVING OR DEVELOPING THE PROPERTY HEREIN DESCRIBED, REFERENCE IS MADE TO SAID PARCEL MAP FOR FURTHER PARTICULARS. F 5. THE PRIVILEGE AND RIGHT TO EXTEND DRAINAGE STRUCTURES AND EXCAVATION AND EMBANKMENT SLOPES BEYOND THE LIMITS OF TEE RIGHT OF WAY GRANTED THEREIN , WHERE REQUIRED FOR THE CONSTRUCTION AND MAINTENANCE OF SAID SAN DIEGO COUNTY , AS CONTAINED IN T'".dE DEED RECORDED SEPTEMBER 25, 1951 BOOK 4244, PAGE 418 OF OFFICIAL RECORDS. G 6. THE PRIVILEGE AND RIGHT TO EXTEND DRAINAGE STRUCTURES AND EXCAVATION AND EMBANKMENT SLOPES BEYOND THE LIMITS OF THE RIGHT OF WAY GRANTED THEREIN, WHERE REQUIRED FOR THE CONSTRUCTION AND MAINTENANCE OF SAID OF TEE COUNTY OF SAN DIEGO , AS CONTAINED IN THE DEED RECORDED AUGUST 5, 1.969 AS FILE NO. 142233 OF OFFICIAL RECORDS. H 7. THE PRIVILEGE AND RIGHT TO EXTEND DRAINAGE STRUCTURES AND EXCAVATION AND EMBANKMENT SLOPES BEYOND THE LIMITS OF THE RIGHT OF WAY GRANTED THEREIN, WHERE REQUIRED FOR TEE CONSTRUCTION AND MAINTENANCE OF SAID SAN DIEGO COUNTY , AS CONTAINED IN THE DEED RECORDED JULY 1.0, 1.970 AS FILE NO. 121184 OF OFFICIAL RECORDS. I 8 . TEE FACT THAT TEE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF PREB ·10/31197bit ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH RIGHTS HAVING BEEN SEVERED FR.OM SAID LAND BY THE DOCOMENT • Page 2 SCHEDULE B (continued) Order No: 13071106 U52 Your Ref: 7424-A RECORDED: AFFECTS: NOVEMBER 14, 1978 AS FILE NO. 78-492042 OF OFFICIAL RECORDS PORTIONS OF EL CAMINO REAL AND ALGA ROAD ADJACENT THERETO J 9. NON-EXCLUSIVE EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, PARKING, MAINTENANCE AND LANDSCAPING AS CREATED IN THAT CERTAIN DOCUMENTS ENTITLED "GRANT OF EASEMENT AND AGREEMENT FOR MAINTENANCE OF PA.~NG AREAS, DRIVEWAYS, AND LANDSCAPED AREA" DATED AUGUST 21, 1979 AND RECORDED AUGUST 24, 1979 AS FILE NO. 1979-356065 OF OFFICIAL RECORDS. K REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. L 10. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: SAN DIEGO GAS AND ELECTRIC COMPANY UNDERGROUND UTILITIES DECEMBER 11, 1979 AS FILE NO. 79-519008 OF OFFICIAL RECORDS THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. M 11. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: PACIFIC TELEPHONE AND TELEGRAPH COMPANY EITHER OR BOTH POLE LINES, UNDERGROUND CONDUITS AND INCIDENTAL PURPOSES FEBRUARY 11, 1980 AS FILE NO. 80-047953 OF OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY THE EXACT LOCATION AND EXTENT OF SAID EASEMENT IS NOT DISCLOSED OF RECORD. N 12 . AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND BETWEEN THE PARTIES HEREIN NAMED, WITH CERTAIN TERMS, COVENANTS, CONDITIONS AND PROVISIONS SET FORTH THEREIN LESSOR: LESSEE: DISCLOSED BY: RECORDED: MOLA DEVELOPMENT CORPORATION LA JOLLA BANK AND TRUST COMPANY MEMORANDUM OF LEASE M.ARCH 26, 1980 AS FILE NO. 80-104184 OF OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY • Page 3 SCHEDULE B (continued) Order No: 13071106 U52 Your Ref: 7424-A o THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN. P 13 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRANTED TO: PURPOSE: RECORDED: AFFECTS: COSTA REAL MUNICIPAL WATER DISTRICT UNDERGROUND UTILITIES MARCH 28, 1980 AS FILE NO. 80-107961 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. Q 14 . AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: MAY 21, 1980 BY AND BETWEEN: U. S . MAIL BOXES, INC. , Ai.'ID FRANK J. MOLA RECORDED: MAY 30, 1980 AS FILE NO. 80-176209 OF OFFICIAL RECORDS REGARDING: WAIVER AND SERVERANCE REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. R 15 . AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SET FORTH IN A DOCUMENT GRA.i."'ITED TO : PURPOSE: RECORDED: AFFECTS: COSTA REAL MUNICIPAL WATER DISTRICT UNDERGROUND UTILITIES APRIL 15, 1982 AS FILE NO. 82-105098 OF OFFICIAL RECORDS THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND IS MORE FULLY DESCRIBED IN SAID DOCUMENT. s 16. AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN DATED: BY AND BETWEEN: RECORDED: REGARDING: JANDAR.Y 1, 1981 LA JOLLA BANK AND TRUST COMPANY, A CALIFORNIA BANKING CORPORATION, BEVERLY HILLS FEDERAL SAVINGS AND LOAN ASSOCIATION AND MOLA DEVELOPMENT CORPORATION, A CALIFORNIA CORPORATION JUNE 23, 1981 AS FILE NO. 81-196402 OF OFFICIAL RECORDS RECOGNITION OF PARKING RIGHTS REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. T 1 7 • AN 'L'NRECORDED LEASE AFFECTING TEE PREMISES HEREIN DESCRIBED, EXECTJ'l'1;'....D BY ?RELMBC-9/23193bk • Page 4 SCHEDULE B (continued) Order No: 13071106 U52 Your Ref: 7424-A AND BETWEE...'1 THE PARTIES HEREIN NAMED, WITH CERTAIN TER."'!S, COVENA.t.~S, CONDITIONS AND PROVISIONS SET FORTH THEREIN LESSOR: LESSEE: DISCLOSED BY: RECORDED: WESTBLUFF ASSOCIATES, A UTAH LL'\'IITED PARTNERSHIP COX PCS ASSETS, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY, WHOLLY OWNED BY COX COMMUNICATIONS PCS, L.P., A DELAWARE LIMITED PARTNERSHIP MEMORANDUM OF LEASE JUNE 28, 1999 AS FILE NO. 1999-0447476 OF OFFICIAL RECORDS u THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE AND OTHER MATTERS AFFECTING THE L""ITEREST OF T'"rlE LESSEE ARE NOT SHOWN HEREIN. v 18. A DEED OF TRUST TO SECURE AN INDEBTEDNESS IN THE ORIGINAL AMOUNT SHOWN BELOW AMOUNT: DATED: TRUSTOR: BENEFICIARY: RECORDED: ORIGINAL LOAN NUMBER: $5,700,000.00 WESTBLUFF ASSOCIATES, LTD. , A UTAH LIMITED PARTNERSHIP MERRILL LYNCH CREDIT CORPORATION, A DELAWARE CORPORATION SEPTEMBER 1, 2000 AS FILE NO. 2000-0472830 OF OFFICIAL RECORDS 20008505008 w AN I>~GREEMENT TO MODIFY THE TERMS &'ID PROVISIONS OF SAID DEED OF TRUST AS THEREIN PROVIDED EXECUTED BY: RECORDED: MERRILL LYNCH CREDIT CORPORATION, A DELAWARE CORPORATION AND STEWART TITLE COMPANY SEPTEMBER 27, 2000 AS FILE NO. 2000-0517706 x 19. Al.'1 ASSIGNMENT OF ALL THE MONIES DUE, OR TO BECOME DUE AS RENT, 11..S .ADDITIONAL SECURITY FOR THE OBLIGATION SECURED BY DEED OF TRUST ~fa.JMBC-3i23/93b« RECORDED: ASSIGNED TO: BY ASSIGNMENT RECORDED: SEPTEMBER 1, 2000 AS FILE NO. 2000-0472831 OF OFFICI.."'U. RECORDS MERRILL LYNCH CREDIT CORPORATION, A DELAWARE CORPORATION SEPTEMBER 1, 2000 AS FILE NO. 2000-0472830 OF OFFICIAL RECORDS • Page 5 SCHEDULE B (continued) Order No: 13071106 U52 Your Ref: 7424-A Y 20. SEVENTEEN UNRECORDED LEASES Jl..S DISCLOSED BY 17 SUBORDINATION AGREEME.i."ITS RECORDED SEPTEMBER 1, 2000 AS FILE NO. 2000-0472833 TO DOCUMENT 2000-0472851 BOTH OF OFFICIAL RECORDS INCLUSIVE. z REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. AA SAID LEASES ARE SURBORDINATE TO DEED OF TRUST RECORDED SEPTEMBER 1, 2000 AS FILE NO. 2000-0472830 OF OFFICIAL RECORDS . ..3..B THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE k."'ID OTHER MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN. AC 21. AN UNRECORDED LEASE AFFECTING THE PREMISES HEREIN DESCRIBED, EXECUTED BY AND BETWEE..'l' THE PARTIES HEREL'l' NAMED, WITH CERTAIN TERMS, COVENANTS, CONDITIONS AND PROVISIONS SET FORTH THE..~IN LESSOR: LESSEE: DISCLOSED BY: RECORDED: MEMORANDUM OF LEASE WESTBLUFF ASSOCIATES, LTD., A UTAH LIMITED PARTNERSHIP PACIFIC BELL WIRELESS, LLC, A NEVADA LIMITED LIABILITY COMPANY DOING BUSINESS AS PACIFIC BELL WIRELESS SEPTEMBER 19, 2000 AS FILE NO. 2000-0500240 OF OFFICIAL RECORDS THE PRESENT OWNERSHIP OF THE LEASEHOLD CREATED BY SAID LEASE k."'ID OTHER MATTERS AFFECTING THE INTEREST OF THE LESSEE ARE NOT SHOWN HEREIN. AE 22. A FINANCING STATEMENT FILED IN THE OFFICE OF THE COUNTY RECORDER, SHOWING DEBTOR: SECURED PARTY: RECORDED: PROPERTY COVERED: B • V. D. ASSOCIATES, LLC, A UTA...'t! LIMITED LIABILITY COMPANY AND ST. GEORGE INN, L. C. , A UTAH LIMITED LIABILITY COMPANY MERRILL LYNCH CREDIT CORPORATION, A DELAWARE CORPORATION SEPTEMBER 27, 2000 AS FILE NO. 2000-0517707 OF OFFICIAL RECORDS HEREIN DESCRIBED AF 23. A FINANCING STATEMENT FILED IN THE OFFICE OF THE COUNTY RECORDER, SHOWING DEBTOR: SECURED PARTY: RECORDED: ?REi.JMBC-9 /23/93bll B.V.D. ASSOCIATES, LLC, A UTAH LIMITED LIABILITY CCMPANY AND ST. GEORGE INN, L. C. , A UTAH LIMITED LIABILITY COMPANY MERRILL LYNCH CREDIT CORPORATION, A DELAWARE CORPORATION SEPTEMBER 27, 2000 AS FILE NO. 2000-0517708 OF OFFICIAL RECORDS • Page 6 SCHEDULE B (continued) OrderNo: 13071106 U52 YourRef: 7424-A PROPERTY COVERED: HEREIN DESCRIBED AG 24. A DOCUMENT ENTITLED "MEMORANDUM OF CO-TENANCY AGREEMENT 11 , DATED SEPTEMBER 27, 2000 EXECUTED BY B.V.D. ASSOCIATES, LLC, A UTAH LIMITED LIABILITY COMPANY AND ST. GEORGE INN, L.C., A UTAH LIMITED LIABILITY CCMPAN".f, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 29, 2000 AS FILE NO. 2000-0523146 OF OFFICIAL RECORDS. AH 25. A NOTICE OF RESTRICTION ON REAL PROPERTY IN THE CITY OF CARLSBAD RECORDED NOVEMBER 13, 2000 AS FILE NO. 2000-0613889 OF OFFICIAL RECORDS. AI REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS. AJ 26. A CLAIM OF MECHA..~IC' S LIEN AMOUNT: CLAIM&~: RECORDED: $41,806.95 G.A. ALLEN CONSTRUCTION COMPANY FEBRUARY 13, 2001 AS FILE NO. 2001-0082056 OF OFFICIAL RECORDS AK A NOTICE OF PENDING ACTION TO FORECLOSE SAID LIEN COUNTY: COURT: CASE NO.: RECORDED: SAN DIEGO-NORTH COUNTY SUPERIOR COURT GIN011217 MARCH 30, 2001 AS FILE NO. 2001-0191118 OF OFFICIAL RECORDS AL 27. ANY OTHER CLAIMS FOR MECHANICS' LIENS TEAT MAY BE RECORDED BY REASON OF A WORK OF IMPROVEMENT THAT IS DISCLOSED BY THE MECHA.i.'1IC' S LIEN SHOWN IN THE LAST ABOVE NUMBERED ITEM. AM 28. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND. MATTERS AFFECTING THE RIGHTS OF SAID PARTIES ARE NOT SHOWN HEREIN. AN END OF SCHEDULE B AO NOTE NO. 1: YOUR OPEN ORDER REQUEST INDICATES THAT A LIMITED LIABILITY COMPA...~.l 'NILL BE ACQUIRING, ENCUMBERL."iG OR CONVEYING R.El.L PROPERTY IN YOUR TRANSACTION. UNDER THE PROVISIONS OF 11 THE C.UIFORNIA LIMITED LI.ABILITY ACT, EFFECTIVE SEPTEMBER 30, 1994" THE FOLLOWING WILL BE REQUIRED: ?RB..JMBC-9 /23 /93ba 1. A COPY OF THE ARTICLES OF ORGANIZATION (AND ALL AMENDMENTS, IF ANY) THAT HAS BEEN FILED WITH THE SECRETARY OF STATE. 2. THE REQUIREMENT T"dAT ~!S COMPANY BE PROVIDED :H'I'H A COPY OF THE 1 1 '=-/ • Page 7 SCHEDULE B (continued) Order No: 13071106 U52 Your Ref: 7424-A OPERATING AGREEMENT. THE COPY PROVIDED MUST BE CERTIFIED BY THE APPROPRL~TE MAJ."'\J'AGER OR MEMBER THAT IT IS A COPY OF THE CURRENT OPERATING AGREEMENT. 3. IF THE LIMITED LIABILITY COMPANY IS MEMBER-MANAGED THEN TRIS COMPANY MUST BE PROVIDED WITH A CORR.ENT LIST OF THE MEMBER NAMES. AP NOTE 2 : PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR INFORMATION PURPOSES THE AMOUNTS ARE: FISCAL YEAR: 1ST INSTALLMENT: 2ND INSTALLMENT: EXEMPTION: CODE AREA: ASSESSMENT NO: AQ LO PRELMBC-a/Zl193bk 2000-2001 $56,705.86 $56,705.86 $NONE 09038 215-052-07 • SCAl.E• 1• • 100• • PARCEL MAP NO. MINOR SUBDIVISION NO. 3!>7 SHliET I OF I SHEfir RECORD OWNER MILi. OJ.V,WPMU-0" CC.~PQll>.TIOM, A.CALI~ORMIA. CORl'ORA.TIOtl LEGEND -e-11J1>=t!tl .CIUNP MONUMIN1"!1 M'. 1-lOTl:'.0 --0-ltlDICAH5 sor ,. l.P. TN>U!D "L!. 910~" 18" IH U!NG.TH 77rm m01CAT'~ ...... vi:111cul-N\ -.ccei;e. 11re.1nr. FROM PAl'.tl:U> I iz fJICff'l" ~T fHJ l'RIVAT~ DRNtlVAVi SllOWH, WllU' Pl!Pl<.:A.TllP TO THI c. rrv OF CAA~IW> Ill' IX.<:. Rl:tOKDfD 1'10\1. l't, 197& ~ Fill! NO 7&·-tl'l204;a! §OILS REP0!<7" NR6,,...,. TO Tl1! PROVl!>IOl*o OF &ecrlOl'I li>bll-~ (f) OF TflE bU~PIVl"'ON WJ' ,o>J:;f, A 601L!'> R~PORT BY PAV! Pl!H.IH6, 11. C Ii. 1010"·°-"no AUi.S,_lf•77 WM> PlltlPAAl!l F01'."l'IUS.MIH011t.5Ull-Dl\1•1V•>. 1Hll• 1111-'0,.._T "*'P ANY .!llJl"l'•WMeHl~ 'TH!"llTO Al<lt Otl Fl Lt WI rH Tit.CU Y Oi; CAUL!>!WJ ENGINE!L'<iN1'> D!PAl<TM~tn'." PARCEL MAP DESCRIPTION 811115 A PORTIO~ OF THli WEiT HAl~ OF THli f.IOfITHliHfl" QUAATliA PF !liCllOll 2W. TOWN5Hll" 12. eourn, l<AH<itli 4 Wl!:>f, ~N li~KWIRDINO -AND M&RllJIAH IN 'THli CITV OF CARl.Sf!AD, COUHTV OF 9AH Plli('.Q, !iTATll OI' CA~IFOl\t-11 ... , A\:Cl:A'lOIH<> TO UNITIOD IH ... 1 lil> UOVIRNMllNT SURVEY 8ASIS OF BEARINGS SURVEVOR:9 C!iRTIFICATli THiii M/.P W.141 l'lll~AllrP llY Ml OI\ UPIPlflt MV DUtllt.TIOH AND It. ~&D UPOll A FmD SUIWEY IH COHl'Oll'MANGll WITH Tiii RiiQUIRliMliNla OF-nlli llUlllJIV .. IOll MAP ,o,cr AHP ltlCAL OflPl!WlCll AT THli RlQ\Jfil' OF MOU. Dlfl'ILOPMIHT CDRPOR· ATIOll It~ Jut~!, 1111.!I. !HERtf>Y 5T,&.1J 1Wil'T111• PARllL MAP111J•11or~.rm••.LV GOii· FORM51'011ll>: APPROl/l>POR CONDITIOllA\LY APPROVliPHlfT1'iTIYJ IMP, IF ANY. SIGNATURE OMISSIONS NOTE ···•If 1' Tt1k ~lijNA11l~UI Df1 THl COUKTV DF 6•N Pllt>qHa•l>«ll OF 11'4'MUITI> ... P-Ollm l'I l>U"9 RllCClA""P ~,.,.. "· ,,,, It) 1501:11'.4~44 ........... II) Auu,1••' ... HLE N0.11•·•.Ul U,4NU JUJ..V 10,u11·10 >a r:1L1 NO. -ro~1anl'r Al.t.. a: or:-ir1t1A&. JtMcaRP9> 7~1 CIT'( OF CAl<i-lillAP, Ho.i>WI~ ()F l""'MM>Hf P A-. Ul°'IJ.blill av IJU~ MICORDiD 11ov.1<1-,!j1f >J>fl•~ NP.78-4UOJ9 AllD FILUI0,78 ~92!)4i 1101110~ PF"'"' ••c- ~'K COfOu GM AN&J tt..IGT~ Gi::.t, HOLVfiH, Ofo AA .... ">•M•tn M Dt6U.fJOtP .... POP REOOROtiD l'li&1". 11111 A5 fllli II<> 111·05"•0• 00 0•0101,1.i Rit:o•a. AA"11 HIM OMIT'1'EP UHOW1L"11ll 1'1'0V\=101i0 OF :m:r10H .. w1Ulf(l.)(I) ""'"'""'"N'°'°" MAP ACt. Tflll~ INTlFll'i Ki $X.H '"J1.lA,T IT cAHriOT fl\PIN INTO ~n nru AHP •A•O SiC.W.TURt'f ARE HOl' RIQUIRt;ll II'{ THI CIOVCOHMU<T '"Pl. CITY ENG/NcER'S CE:RTIP'JCATE Tlill MAP CONFORM<. WlrH'fHI RJql.llRIMIHT6 OF TITI.I !O O~ 1111 CA"lllllAP MUHltl• PAI. tOPll AHO llll Al'f'llOYIP llNTATl\/lf pJ.ACIL MAP AND 0016 NOT APP•Ait TO li A MAP OF A MAJM 11UlllJIVli;1ot1 FOR WHICH A FlHA• IUODIVlflOli MAP• RIQU1a1c PUf(5UJ>m"1'1>,:m·,T10H .. "'4~r. IJ>llll ll~PIVl•JDN MJ>l>N:r. Nd'TA',• TH~ MINOR JiUl'IPl\lltJO~ HAio a11N A.PPA.OVl!P UPC>tl THI' •XPRiMliD COHPtT~ ~:t~~U~~~~~1~11?'1~~~~;~ ~!~~:~~;;:~~~Jf'\!"~~r;:~:w~~n;~A~~: Ii> .AV"''' ISJ.fi FOi"\ :.uc.H DlVtLOPMllHT, .J _,-;,,..,...______ 8/IS/1' It'( 'NG1UH1'1R C.S IOtU Plrt.T8 RECORDER'S CERTIFICATE Fl.e No~EI.£ FIUD 'THIS Mfi DAV OF~ •U• I AT!ll'iJ!... .. , 111 llOOI< o~ P•llceL .......... T PA~•~, AT1"HiRIOQU~ioTOl'-"4Ql.~l~Oll.l.TlO~ mw'J.co~o•"- .. • \ • RECORDING REQUESTED BY STEWART mLE OF CALIFORNIA WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME ADDRESS CITY STATE&Zlf> B.V.D. ASSOCIATES. LLC ST. GEORGE INN, LLC 8 E. BROADWAY, STE. 200 SALT LAKE CITY. UT 84111 • DOC # 2000-051770b 9309 SaP 27, 2000 4:11 PM Cf FIGIAI.. RECDROO SAN DIEGO COUNTY RECIRDER'S OFFICE iI<EGtFl J. oom, lmi1Y REWIDER FEES: 11.00 111111111111111-2<J00..os1nos OC~ IE TA.X: N.D. GRANT DEED APN NO 21~2;P1f ~ ~ b TITLE ORDER NO. 01-201327 f DOCUMENTARY TRANSFER TAX ts $ ESCROW 51392-PM ~ ( ) computed on full vaic;e of property con11eyed, or computed on full value H:lss val::.te of liens or encumbrances remaining at time of sale. ~D 4 ( ) unincorporated area· ( X} City of Carlsbad, and t~ FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, \ WESTBLUFF ASSOCIATES, LTD., a Utah Partnership hereby GRANT(s} to B.V.D. ASSOCIATES, LLC, a Utah limited liability Company as to an undivided 75% interest, and ST.GEORGE INN, LC, a utah limited liability company as to an undivided 25% interest, as tenants in common the following described real property in the County of San Diego, State of California: PARCEL A: Parcel 2 of Parcel Map No. 9043, in the City of Carlsbad, County of San Diego, State of California, filed in the office of the County Recorder of San Diego County. August 14, 1979 (See Exhibit •A for complete description} Dated September 25, 2000 WESTBLUFF ASSOCIATES, LTD A Utah limited partnership By: Westbluff Enterprises, Inc. A Utah corporation Its Gene~ By: l .. &i°ry L. Howland, President ?erscnally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s} is/are subscribed to the within ,nstr>.1ment and acknOINledged to me that hei'sheltrey executed the same in his/her/their authorized capacity(ies), and that by hislheri'their signature(s) o:i the instrument the person(s), or the entity \./Pon behalf of which tne person(s) acted, executed the instrument TU:ac:rrintinn · ?(}()() I; 177n~ P::an&> 1 nf? rnmm&>nl· • • • 9310 LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO AND IS DESCRIBED AS FOLLOWS: PA..qCEL A: PARCEL 2 OP PARCEL MAP NO. 9043, IN THE CITY COUNTY OF SA.i.'l" DIEGO, STATE OF CALIFORNIA, FILED OF THE COUNTY RECORDER OF SA..~ DIEGO COUNTY, AUGUST FILE NO. 79-340715 OF OFFICIAL RECORDS. PARCEL B: OF CARLSBAD 1 IN T!IE OFFICE 14, 1979, AS NON-EXCLUSIVE EASEMENTS FOR P3DESTRIAN AND VESICULAR INGRESS AND EGRESS, PARKING, ~.AINTENANCE AND LANDSCAPING AS CREATED IN THAT CERTAIN DOCIJMENT ENTITLED "GRANT OF EASEMENTS AND AGREEMENT FOR. MAINTENANCE OF PARKING AREAS, DRIVEWAYS AND LANDSCAPED AREA" DATED AUGUST 21, 1979 AND RECORDED AUGUST 24, 1979 AS INSTRUMENT NO. 1979-356065 OF OFFICIAL RECORDS. Order-GLORIA P::tnP.? nf? r.nm1T1Pnt·