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HomeMy WebLinkAboutMCUP 16-02; B Project; Conditional Use Permit (CUP)(City of Carlsbad APPLICATIONS APPLIED FOR: (CHECK BOXES) LAND USE REVIEW APPLICATION~·· P-1 Development Services Planning Division 1635 Faraday Avenue {760) 602-4610 www .carlsbadca.gov Development Permits (FOR DEPT. USE ONLY) Legislative Permits (FOR DEPT. USE ONLY) 0 Coastal Development Permit 0 Minor [l] Conditional Use Permit [l] Minor 0 Extension 0 Day Care (Large) 0 Environmental Impact Assessment 0 Habitat Management Permit 0 Hillside Development Permit 0 Minor 0 Minor 0 Nonconforming Construction Permit 0 Planned Development Permit 0 Minor 0 Residential 0 Non-Residential 0 Planning Commission Determination 0 Reasonable Accommodation 0 Site Development Plan 0 Special Use Permit 0 Minor 0 Tentative Parcel Map (Minor Subdivision) 0 Tentative Tract Map (Major Subdivision) 0 Variance 0 Minor 0 General Plan Amendment 0 Local Coastal Program Amendment 0 Master Plan 0 Specific Plan 0 Zone Change 0 Amendment 0 Amendment 0 Zone Code Amendment South Carlsbad Coastal Review Area Permits 0 Review Permit 0 Administrative 0 Minor 0 Major Village Review Area Permits 0 Review Permit 0 Administrative 0 Minor 0 Major NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00P.M. ASSESSOR PARCEL NO(S).: 213-061-07 ------------------------------------------------------------------------PROJECT NAME: 8 Project ------------------------------------------------------------------------BRIEF DESCRIPTION OF PROJECT: Application for a Minor CUP to allow an athletic/strength/physical training and rehabilitation BRIEF LEGAL DESCRIPTION: Lot 9 of Carlsbad Tract No. 80-34, in the City of Carlsbad, County of San Diego LOCATION OF PROJECT: 2075 Corte Del Nogal, Suite N, Carlsbad, CA 92011 STREET ADDRESS ON THE: East SIDE OF Corte del Nogal (NORTH, SOUTH, EAST, WEST) (NAME OF STREET) BETWEEN Corte Del Abeto AND (NAME OF STREI=T) (NAME OF STREET) P-1 Page 1 of 6 Revised 03/16 (Print): San-Gal Trust MAILING ADDRESS: 550 West C Street #1820 CITY, STATE. ZIP: San Otego CA 92101 TaEPHONE: EMAIL ADDRESS: I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY "'"'JYYic~::u~:n::. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS IS MY AUTHOR~~D REPRESENTATIVE FOR THIS APPLICATION. APPLICANT'S REPRESENTATIVE (Print): Stan Weiler APPLICANT NAME (Print): Brad Jones ---------------------MAILING ADDRESS: 2205 Faraday. Suite H CITY, STATE. ZIP: Carlsbad. CA 92008 TELEPHONE: 858-775-6284 -------------------------EMAIL ADDRESS: bproJeCttnfo@gmatl.com LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO ----------------------------------------------------MAILING ADDRESS: 2888 Loker A11enue East. Sutte 217 CITY, STATE, ZIP: Carlsbad. CA 92010 TELEPHONE: 760-929-228€ ext 402 EMAIL ADDRESS: stanweiler@hwplanning.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION liND THAT ALL THE ABOVE INFORMATION IS TRUE CORRECT TO THE BEST OF MY 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. lfWE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON E TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AN IND ANY SUCCESSORS IN INTEREST. FOR CITY USE ONLY IUI\J 0 3 201G DATE·S'T"AMP APPLJG;AT«lN RECEIVED I RECElVED BY: . '0, MAJWJ~ P·1 Page 2 of6 Revised 03116 {City of Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 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 i.f necessary.) Person Brad Jones Corp/Part. ___________ _ Title B Project Owner Title ---------------Address 2205 Faraday, Suite H, Carlsbad, CA 92008 Address. ____________ _ 2. OWNER (Not the owner's agent) P-1(A) 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 The Pleta Trust Title ____________ _ Address 5411 Avenida Encinas Carlsbad, CA 92008 Corp/Part San-Gal Trust Title ______________ _ Address 550 West C Street, Suite 1820 San Diego, CA 92101 Page 1 of 2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to ( 1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust 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? /" DYes ~No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct tot ---~ ~~~~~~~-~~~~~~~~ ''~l~W~~ S/'1/t" &i-?M J#6{f¥k-Brad Jones Print or type name of owner Print or type name of applicant Signat Mary Bilse, Howes Weiler & Associates Print or type name of owner/applicant's agent P-1(A) Page2 of 2 Revised 07/10 (City of Carlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: B Project Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov ------------------------------------------------------ APPLICANT NAME: Brad Jones ------------------------------------------------ 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: P-1(8) Page 1 of 1 Revised 07/10 B Project Application for a Minor Conditional Use Permit City of Carlsbad Project Description May 2016 This application is for a Minor Conditional Use Permit to allow an athletic/strength/physical training and rehabilitation business located at 2075 Corte del Nogal, within the PM Zone in the City of Carlsbad. The applicant is proposing to occupy Suite N which is 4,718 square feet. Background The applicant is proposing to move into the proposed location within the PM Zone because the Carlsbad Municipal Code allows for athletic/strength/physical training and rehabilitation facilities subject to obtaining a Minor Conditional Use Permit in the PM zone. Description of Services B Project offers one-on-one athletic/strength/physical training and rehabilitation programs. Many clients are under the supervision of an off-site physician, and other clients arrive after suffering sport-related injuries that don't require a physician's referral. B Project is not a gym and they do not have any group-related activities. The one-on-one physical training programs are typically about an hour per client. The number of clients on hand at any one time is very low due to the one-on-one training that is provided. Operational Plan Hours of Operation B Project will typically be open Monday through Friday from 7 a.m. to 7 p.m. Individual appointments are scheduled during this time. The busiest hours for operation are between 4:00 p.m. and 7:00 p.m. Clients It is anticipated that a maximum of 5 client(s) will be receiving one-on-one instruction at a given time. Clients typically receive physical training for approximately one hour a day, 1-2 times a week. Staffing It is anticipated that 5 persons will be hired to staff the facility along with 2 full-time administrative personnel. B Project 1 Project Description Facilities The facility is comprised of a reception/check-in area, a physical rehabilitation and training room, 3 offices, a conference room, and an employee break room. Restrooms will be located within the facility. Parking According to the Carlsbad Municipal Code -Chapter 21.44, the number of parking spaces required for a "gym or health spa" facility is 1 space per 200 square feet and the number of parking spaces required for administrative/office space is 1 space per 250 square feet. Since the B Project is not a typical gym, a parking analysis was performed based on the operations of the facility. There are currently 145 parking spaces at the building. The proposed 4, 718 square foot facility will require 3 parking spaces (1 space/250 sf) for the office/administrative area and 10 parking spaces for the 3,793 s.f. training area, for a total parking demand of 13 spaces. The other uses in the buiding include warehousing, distribution, and research development and require 127 parking spaces. Please see the attached Parking Analysis. Based on the specific operations of B Project, the parking requirements in the Carlsbad Municipal Code for a "gym or health spa" far exceed the actual demands for parking. Since B Project operates on a one-on-one basis, there will be one trainer/physical therapist per client. Due to the size of the facility and the ability to serve clients in an appropriate manner, there can only be a maximum of 5 clients being seen at any given time. Therefore, with 5 clients and one trainer per client, 10 parking spaces will be required for the training area. The total demand for parking is 13 spaces which is far below the normal standard for a gym. Noise Noise will be minimal. All activities will be held indoors and loud music is not allowed. McClellan-Palomar Airport Land Use Compatibility Plan Land uses on this site are based on the uses permitted by the approved March 4, 2010 McClellan- Palomar Airport Land Use Compatibility Plan (CLUP). In accordance with the 2010 CLUP, the site is located in Compatibility Zone 6 which places no restrictions on land uses other than large outdoor stadiums and would allow all land uses permitted by right or subject to approval of a Conditional Use Permit in the PM Zone. B Project 2 Project Description 2075 Corte Del Nogal-Parking Analysis - Warehouse Manufacturl111 Square Feet Hours of ParldnC Office Parkllll Spaces Ratio Suite of Suite Business Name Operation Warehouse Spaces Manufacturlnc Parklnc Spaces Office 1:250 Total Parlllng Ratio Ratlo1:400 A-D 8,701 EEDAR 8AM-5 PM M-F 1740.2 6960.8 E -I 9.442 Clearbridge Bio Photonics 8AM-5PMM-F 1888.4 2832.6 4721 J-K 2,672 Be mer USA 9AM-5 PM M-F 2137.6 534.4 l-M 2,827 CromaCode 8AM-5PMM-F 282.7 1696.2 848.1 N 4,718 Vacant - B Project (see below) 0-R 7,995 Calsense 9AM-5 PM M-F 1599 2398.5 3997.5 s 2,060 Halo Water Systems 9AM-S PM M -F 1030 1030 T 2,060 Analytical Services Co. 9AM-5 PM M-F 824 1236 U-V 4,120 EEDAR 8AM-5 PM M -F 824 3296 w 2,060 Subsurface Surveys & Associates, Inc. 8AM-S PM M-F 1133 927 X 1,842 The PPrfect Field 9AM-5 PM M -F 1105.2 736.8 Total SF 48,497 12564.1 13 6927.3 17 24287.6 97 127 Actual Demand 1 parking space Office Square Parking Required Training Area per client+ 1 parking space per B Project Total Parking B Project {Suite N) Parking Demand Analysis Feet at Ratio 1:250 Trainer. Assumes 5 clients Demand maximum at any given time. 821 3 3793 10 13 Total Parking Required 140 Total Parking Available 145 Total Excess Porklllll 5 l c· 1· '-lty 0 Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Qgygl()pmen!.~.~rvice~ Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov CCJnsultation 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): II] 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. 0 The development project and any alternatives proposed in this application m:t. contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Brad Jones Address: 2205 Faraday, Suite H Carlsbad, CA 92008 Phone Number: 858-77 5-6284 PROPERTY OWNER Name: San-Gal Trust Address: 550 West C Street San Diego, CA 92101 Phone Number. _________ _ Address of Site: 2075 Corte del Nogal, Suite N Local Agency (City and county): City of Carlsbad, San Diego County Assessor's book, page, and parcel number:_2_1_3_-_0_6_1_-_0_7 _____________ _ Specify list(s):_N_/_A ________________________ _ Regulatory Identification Date of List: N/A --~==~~------------------------------------- Appli 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 02113 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: ( 0 "' 3--\ lf (To be completed by City) Application Number(s): .. h1..C.AA./~) \ U -0 L !~~~~~------------------------- General Information 1. Name of project: B Project ~~------------------------------- 2. Name of developer or project sponsor: Brad Jones ---------------------------------- Address: 2205 Faraday, Suite H City, state, Zip Code: Carlsbad, CA 92008 Phone Number: 858-775-6284 ·-------------------------------- 3. Name of person to be contacted concerning this project: Mary Bilse --~~----------------- Address: 2888 Loker Avenue East, Suite 217 City, state, Zip Code: Carlsbad, CA 92010 Phone Number: 760-929-2288 ext 402 4. Address of Project: 2075 Corte del Nogal, Carlsbad, CA 92011 5. 6. 7. 8. 9. Assessor's Parcel Number: 213-061-07 ------------------------------------ ~ist a~d describe any other related permits and other public approvals required for this project mcludmg those required by city, regional, state and federal agencies: ' N/A Existing General Plan Land Use Designation: PI, Planned Industrial Existing zoning district: P-M, Planned Industrial Existing land use(s): Industrial Building Proposed use of site {Project for which this form is filed): Athletic/Strength/Physical Training and Rehabilitation Facility Project Description 10. Site size: 3.87 acres -------------------------------------- 11. Proposed Building square footage: Existing: 48,497 sf ----~~------------------------ 12: Number of floors of construction: Existing: Single Story 13. Amount of off-street parking provided: 145 Parking Spaces 14. Associated projects: None ------------------------------- P-1(0) Page 2 of 4 Revised 07/10 15. If residential, include the number of units and schedule of unit sizes: _N_/ A ________ _ 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: N/A 17. If industrial, indicate type, estimated employment per shift, and loading facilities: It is estimated that 5 persons will staff the facility along with 2 full-time personnel. No loading facilities are needed for this use. 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: Athletic/strength/physical training and rehabilitation facilities are required to process a MCUP in the PM zone. P-1(D) Page 3 of 4 Revised 07/10 Are the following items applicable to the project or its effects? Discuss all ffems checked yes (attach additional sheets as necessary). Yes No 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial 0 0 alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or 0 0 roads. 22. Change in pattern, scale or character of general area of project. 0 0 23. Significant amounts of solid waste or litter. D 0 24. Change in dust, ash, smoke, fumes or odors in vicinity. 0 0 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or D 0 alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. D 0 27. Site on filled land or on slope of 10 percent or more. D 0 28. Use of disposal of potentially hazardous materials, such as toxic substances, 0 0 flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, 0 0 etc.). 30. Substantially increase' fossil fuel consumption (electricity, oil, natural gas, etc.). D 0 31. Relationship to a larger project or series of projects. D 0 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 wilt be accepted. 33. Describe the surrclunding 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 a information required for this initial evaluation to the best of my abn .. ·l ~......._.II.!, information presented are true and correct to the best of my knowl Date: ____..5t~1v.fllo'-L'a ta __ _ For: P-1(0) Page 4 of4 ent the data and cts, statements, and Revised 07/1 0 EIA INFORMATION FORM Environmental Setting 32. The project site has been developed and contains one building that is over 30 years old. It is located on one large building pad with existing landscaping and parking. The proposed project would be located within Suite N which is a 4,718 square foot facility within the existing building. The other businesses in the building are used for warehousing, distribution, and research and development. 33. The surrounding properties are all developed with buildings utilized by similar type uses allowed in the PM zone. Please see photographs below of the existing building and surrounding uses. View of front of building looking south. View of front of building looking east. View of the back of the building looking west. View of adjacent building to the northwest. View of adjacent building to the west. -@Chicago Title Company 2365 Northside Drive, Suite 600. San Diego, CA 92108 Phone: (619) 521-3500 • Fax: (619) 521-3608 Issuing Policies of Chicago Title Insurance Company ORDER NO.: 12207567-993-SD2-CFU ECP Commercial 4455 Murphy Canyon Road, #200 San Diego, CA 92123 ATTN: Joshua J. Smith Email: jsmith@ecpcommercial.com Ref: 2075 Corte Del Nogal Escrow/Customer Phone: (619) 521-3500 Title Officer: Ken Cyr & Mark Franklin Title Officer Phone: (619) 521-3555 Title Officer Fax: (619) 521-3608 Title Officer Email: cyr-franklin@ctt.com PROPERTY: 2075 CORTE DEL NOGAL, CARLSBAD, CA PRELIMINARY REPORT In response to the applicationfor a policy of title insurance referenced herein, 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 o.f title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason o.f any defect, lien or encumbrance not shown or referred to as an exception herein or not excludedfi·om coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions fi'om the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. 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 o.f the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies o.fTitle Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also setforth in Attachment One. Copies o.fthe policyforms should be read They are availablefi'om the o.ffice which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose o.ffacilitating the issuance o.f a policy of title insurance and no liability is assumed hereby. {fit is desired that liability be assumed prior to the issuance of a policy o.ftitle insurance, a Binder or Commitment should be requested The policy(s) o.f title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Nebraska Cmporation. Please read the exceptions shown or referred to herein and the exceptions and e.'Cclusions set forth in Attachment One 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. Chicago Title Company • By c;;;r-By: Authorized Signature Randy OUJrt<. Ptu1dont Altnt Michael Gr"'ellt. Secreotary CL T A Preliminary Report Form -Modi tied (II 117/06) Page I -@Chicago Title Company 2365 Northside Drive, Suite 600. San Diego. CA 92108 Phone: (619) 521-3500 • Fax: (619) 521-3608 PRELIMINARY REPORT EFFECTIVE DATE: Apri121, 2016 at 7:30a.m. ORDER NO.: 12207567-993-SD2-CFU The form of policy or policies oftitl<:: insurance contemplated by this report is: CL T A Standard Coverage~ Owners Policy (04-08-14) I. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: AFEE 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: Trustee as designated in unrecorded Trust named THE PLET A TRUST DATED MAY 11, 1987, and amended and acknowledged October 29, 1987 as to an undivided 50% interest; and Trustee as designated in unrecorded Trust named THE SAN-GAL TRUST DATED MAY 11, 1987, and amended and acknowledged October 29, 1987 as to an undivided 50% interest 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hf•reto and made a part hereof. CL TA Preliminary Report Form-Modified (11117/06) Page 2 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal EXHIBIT "A" LEGAL DESCRIPTION Chicago Title Company ORDER NO.: 12207567-993-SDZ-CFU THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 9 OF CARLSBAD TRACT NO. 80-34, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 10062, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 15, 1981. APN: 213-061-07 CLTA Preliminary Report Form-Modified ( 11/17/06) Page 3 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal Chicago Title Company ORDER NO.: 12207567-993-SD2-CFU EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2016-201 7. B. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. I. Easement(s) for the purpos1~(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said Tract/Plat No. I 0062 Purpose: sewer Affects: the most southerly 20 feet 2. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: San Diego Gas and Electric Company public utilities, ingress, egress August 10, 1981 .1981-0252845 of Official Records 1the westerly 6 feet 3. Easement(s) for the purpos,e(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: San Diego Gas and Electric Company public utilities, ingress, egress November 11, 1985 1985-0443537 of Official Records A portion of the Land described herein. 4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Contra Real Municipal District Purpose: water mains and their necessary fixtures and appurtenances, including but not limited to, conduits and cables for power transmission and communication purposes, together with the right of ingress thereto and egress therefrom Recording Date: February 24, 1986 Recording No: 1986-071942 of Official Records Affects: A portion of the Land described herein. 5. An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein as disclosed by the document Entitled: Lessor: Lessee: Recording Date: Recording No: Industrial Real Estate Lease Pleta and San Gal Trust, DBA Palomar 46 Precision Microcontrol January 20, 1995 1995-0026442 of Official Records CL T A Preliminary Report Form-Modified (II/I 7/06) Page 4 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal Chicago Title Company ORDER NO.: 12207567-993-SD2-CFU EXCEPTIONS (Continued) The present ownership of the leasehold created by said lease and other matters affecting the interest of the lessee are not shown herein. 6. Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by survey, Job No.: 213-061-07 Dated: July 9, 1998, revised August 12, 1998 Prepared by: San Diego Land Surveying and Engineering, Inc. Matters shown: A. A block wall built upon a portion of the easement in favor ofCoata Real Municipal Water District along the easterly line thereof. B. A 1.0' PVC encroaches at the northeast corner of the easement in favor of Coasta Real Municipal Water District. 7. A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: $8,800,000.00 August 20, 1998 Trustor/Grantor The PI eta Trust dated June 8, 1987 and The San-Gal Trust dated May 11, 1987, each a California revocable family trust Trustee: Beneficiary: Loan No.: Recording Date: Recording No: Stewart Title of California, Inc. American General Life and Accident Insurance Company :'lot shown August 25, 1998 _1998-0539971 of Official Records An agreement to modify the terms and provisions of said deed of trust as therein provided Executed by: Recording Date: Recording No: Pleta Trust dated June 8, 1987 and The San-Gal Trust dated May II, 1987 July 31,2012 20 12-044 7684 of Official Records An assignment of the beneficial interest under said deed of trust which names: Assignee: Recording Date: Recording No: Deutsche Bank Trust Company Americas, as Trustee for Selkirk No. 3 Trust October 08, 2014 2014-043 7221 of Official Records CL T A Preliminary Report Form-Modified ( 11/17/06) Page 5 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal Chicago Title Company ORDER NO.: 12207567-993-SDZ-CFU EXCEPTIONS (Continued) 8. An assignment of all moneys due, or to become due as rental or otherwise from said Land, to secure payment of an indebtedness, shown below and upon the terms and conditions therein Amount: Assigned to: Assigned By: Recording Date: Recording No: $8,800,000.00 American General Life and Accident Insurance Company PI eta Trust dated June 8, 1987 and The San-Gal Trust dated May II, 1987 August 25, 1998 1998-0539972 of Official Records An assignment of the beneficial interest under said deed of trust which names: Assignee: Recording Date: Recording No: Deutsche Bank Trust Company Americas, as Trustee for Selkirk No. 3 Trust October 08, 2014 2014-0437222 of Official Records 9. Water rights, claims or title to water, whether or not disclosed by the public records. I 0. Matters which may be discllosed by an inspection and/or by a correct AL TA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 11. Any rights of the parties in possession of a portion of, or all of. said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Report Form-Modified (11/17/06) Page 6 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal Chicago Title Company ORDER NO.: 12207567-993-SD2-CFU REQUIREMENTS SECTION I. The Company will require t:ither (a) a complete copy of the trust agreement and any amendments thereto certified by the trustee(s) to be a tme and complete copy with respect to the hereinafter named trust, or (b) a Certification, pursuant to California Probate Code Section 18100.5, executed by all of the current trustee(s) of the hereinafter named trust, a form of which is attached. Name of Trusts: THE PLETA TRUST DATED MAY 11, 1987, and amended and acknowledged October 29, 1987 THE SAN-GAL TRUST DATED MAY 11, 1987, and amended and acknowledged October 29, 1987 END OF REQUIREMENTS CLTA Preliminary Report Form-Modified (11/17/06) Page 7 PRELIMINARY REPORT YOUR REFERENCE: 2075 Corte Del Nogal lNFORMATIONAL NOTES SECTION Chicago Title Company ORDER NO.: 12207567-993-SD2-CFU I. Note: Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For proration purposes the amounts were: Tax Identification No.: Fiscal Year: I st Installment: 2nd Installment: Exemption: Code Area: 213-061-07-00 2015-2016 $25,972.38 $25,972.38 None 09018 2. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable mattt:rs may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. END OF INFORMATIONAL NOTES Ken Cyr & Mark Franklin/rp CLTA Preliminary Report Fonn-Modified (11117/06) Page 8 FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE At Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, ''FNF", "our'' or "we"), we value the privacy of our customers. This Privacy Notice explains how we collect, use, and protect your information and explains the choices you have regarding that information. A summary of our privacy practices is below. We also encourage you to read the complete Privacy Notice following the summary. Types of Information Collected. You may provide us with certain personal information, like your contact information, social security number (SSN), driver's license, other government ID numbers, and/or financial information. We may also receive information from your Internet browser, computer and/or mobile device. Use of Your Information. We may use your information to provide products and services to you (or someone on your behalf), to improve our products and services, and to communicat~~ with you about our products and services. We do not give or sell your personal information to parties outside of FNF for their use to market their products or services to you. Choices With Your Information. Your decision to submit personal information is entirely up to you. You can opt-out of certain disclosures or use of your information or choose to not provide any personal information to us. Information From Children. We do not knowingly collect information from children under the age of 13, and our websites are not intended to attract children. Access and Correction. If you desire to see the information collected about you and/or correct any inaccuracies, please contact us in the manner specified in this Privacy Notice. The California Online Privacy Protection Act. Certain FNF websites collect information on behalf of mortgage loan servicers. The mortgage loan servicer is responsible for taking action or making changes to any consumer information submitted through those websites. Your Consent To This Privacy Notice. By submitting information to us and using our websites, you are accepting and agreeing to the terms of this Privacy Notice. FNF Privacy Notice Effective: April I. 2016 How Information is Collected. We may collect personal information directly from you from applications, forms, or communications we receive from you, or from other sources on your behalf, in connection with our provision of products or services to you. We may also collect browsing information from your Internet browser, computer, mobile device or similar equipment. This browsing information IS generic and reveals nothing personal about the user. Security Of Your Information. We utilize a combination of security technologies, procedures and safeguards to help protect your information from unauthorized access, use and/or disclosure. We communicate to our employees about the need to protect personal information. When We Share Information. We may disclose your information to third parties providing you products and services on our behalf, law enforcement agencies or governmental authorities, as required by law, and to parties with whom you authorize us to share your information. Privacy Outside the Website. We are not responsible for the privacy practices of third parties, even if our website links to those parties' websites. Do Not Track Disclosures. We do not recognize "do not track" requests from Internet browsers and similar devices. International Use. By providing us with your information, you consent to the transfer, processing and storage of such information outside your country of residence, as well as the fact that we will handle such information consistent with this Privacy Notice. Contact FNF. If you have questions or wish to contact us regarding this Privacy Notice, please use the contact information provided at the end of this Privacy Notice. FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE FNF respects and is committed to protecting your privacy. We pledge to take reasonable steps to protect your Personal Information (as defined herein) and to ensure your information is used in compliance with this Privacy Notice. This Privacy Notice is only in effect for information collected and/or owned by or on behalf of FNF, including collection through any FNF website or online services offered by FNF (collectively, the "Website"), as well as any information collected offline (e.g., paper documents). The provision of this Privacy Notice to you does not create any express or implied relationship, nor create any express or implied duty or other obligation, between FNF and you. Types of Information Collected We may collect two types of information: Personal Information and Browsing Information. Personal Information. The types of personal infonnation FNF collects may include, but are not limited 11o: contact information (e.g., name, address, phone number, email address); social security number (SSN), driver's license, and other government ID numbers; and financial account or loan information. Browsing Information. The types of browsing information FNF collects may include, but are not limited to: Internet Protocol (or IP) address or device ID/UDID, protocol and sequence information; browser language; browser type; domain name system requests; browsing history; number of clicks; hypertext transfer protocol headers; and application client and server banners. How Information is Collected In the course of our business, we may collect Personal Information about you from the following sources: applications or other forms we receive from you or your authorized representative, whether electronic or paper; communications to us from you or others; information about your transactions with, or services performed by, us, our affiliates or others; and information from consumer or othc~r reporting agencies and public records that we either obtain directly from those entities, or from our affiliates or others. We may collect Browsing Information from you as follows: Browser Log Files. Our servers automatically log, collect and record certain Browsing lnfonnation about each visitor to the Website. The Browsing Information includes only generic information and reveals nothing personal about the user. Cookies. From time to time, FNF may send a "cookie'' to your computer when you visit the Website. A cookie is a FNF Privacy Notice Effective: April I. 2016 small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. When you visit the Website again, the cookie allows the Website to recognize your computer, with the goal of providing an optimized user experience. Cookies may store user preferences and other information. You can choose not to accept cookies by changing the settings of your Internet browser. If you choose not to accept cookies, then some functions of the Website may not work as intended. Use of Collected Information Information collected by FNF is used for three main purposes: To provide products and services to you, or to one or more third party service providers who are performing services on your behalf or in connection with a transaction involving you; To improve our products and services; and To communicate with you and to inform you about FNF's products and services. When We Share Information We may share your Personal Information (excluding information we receive from consumer or other credit reporting agencies) and Browsing Information with certain individuals and companies, as permitted by law, without first obtaining your authorization. Such disclosures may include, without limitation, the following: to agents, representatives, or others to provide you with services or products you have requested, and to enable us to detect or prevent criminal activity, fraud, or material misrepresentation or nondisclosure; to third-party contractors or service providers who provide services or perform other functions on our behalf; to law enforcement or other governmental authority in connection with an investigation, or civil or criminal subpoenas or court orders; and/or to other parties authorized to receive the information in connection with services provided to you or a transaction involving you. We may disclose Personal Information and/or Browsing Information when required by law or in the good-faith belief that such disclosure is necessary to: comply with a legal process or applicable laws; enforce this Privacy Notice; investigate or respond to claims that any inforn1ation provided by you violates the rights of a third party; or protect the rights, property or personal safety of FNF, its users or the public. We make efforts to ensure third party contractors and service providers who provide services or perform functions on our behalf protect your information. We limit use of your information to the purposes for which the information was provided. We do not give or sell your information to third parties for their own direct marketing use. We reserve the right to transfer your Personal Information, Browsing Information, as well as any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of our bankruptcy, reorganization, insolvency, receivership or an assignment for the benefit of creditors. You expressly agree and consent to the use and/or transfer of this information in connection with any of the above-described proceedings. We cannot and will not be responsible for any breach of security by any third party or for any actions of any third party that receives any of the information that is disclosed to us. Choices With Your Information Whether you submit your information to FNF is entirely up to you. If you decide not to submit your information, FNF may not be able to provide certain products or services to you. You may choose to prevent FNF from using your information under certain circumstances ("opt out"). You may opt out of receiving communications from us about our prodw~ts and/or services. Security And Retention Of Information FNF is committed to protecting the information you share with us and utilizes a combination of security technologies, procedures and safeguards to help protect it from unauthorized access, use and/or disclosure. FNF trains its employees on privacy practices and on FNF's privacy and information security policies. FNF works hard to retain information related to you only as long as reasonably necessary for business and/or legal purposes. Information From Children The Website is meant for adults. The Website is not intended or designed to attract children under the ag(: of thirteen ( 13 ). We do not collect Personal Information from any person that we know to be under the age of thirteen ( 13) without permission from a parent or guardian. Privacy Outside the Website The Website may contain links to other websites, including links to websites of third party service providers. FNF is not and cannot be responsible for the privacy practices or the content of any of those other websites. International Users Because FNF's headquarters is located in the United States, we may transfer your Personal Information and/or Browsing Information to the United States. By using our website and providing us with your Personal Information and/or Browsing Information, you understand and consent to the transfer, processing and storage of such information outside your country of residence, as well as the fact that we will handle such information consistent with this Privacy Notice. Do Not Track Disclosures Currently, our policy is that we do not recognize "do not track" requests from Internet browsers and similar devices. The California Online Privacy Protection Act For some websites which FNF or one of its companies owns, such as the Customer CareNet ("CCN"}, FNF is acting as a third party service provider to a mortgage loan servicer. In those FNF Privacy Notice Effective: April!. 2016 instances, we may collect certain information on behalf of that mortgage loan servicer, including: first and last name; property address; user name and password; loan number; social security number -masked upon entry; email address; security questions and answers; and IP address. The information you submit is then transferred to your mortgage loan servicer by way of CCN. The mortgage loan servicer is responsible for taking action or making changes to any consumer information submitted through this website. For example, if you believe that your payment or user information is incorrect, you must contact your mortgage loan servicer. CCN does not share consumer information with third parties, other than those with which the mortgage loan servicer has contracted to interface with the CCN application. All sections of this Privacy Notice apply to your interaction with CCN, except for the sections titled Choices with Your Information, and Access and Correction. If you have questions regarding the choices you have with regard to your personal information or how to access or correct your personal information, contact your mortgage loan servicer. Access and Correction To access your Personal Information in the possession of FNF and correct any inaccuracies, please contact us by email at privacy@fnf.com or by mail at: Fidelity National Financial, Inc. 60 I Riverside A venue Jacksonville, Florida 32204 Attn: Chief Privacy Officer Your Consent To This Privacy Notice By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of information by FNF in compliance with this Privacy Notice. We reserve the right to make changes to this Privacy Notice. If we change this Privacy Notice, we will post the revised version on the Website. Contact FNF Please send questions and/or comments related to this Privacy Notice by email at privacy@fnf.com or by mail at: Fidelity National Financial, Inc. 601 Riverside A venue Jacksonville, Florida 32204 Attn: ChiefPrivacy Officer Copyright© 2016. Fidelity National Financial, Inc. All Rights Reserved. EFFECTIVE AS OF APRIL I, 2016 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the field rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for each discount. These discounts only apply to transaction involving services rendered by the FNF Family of Companies. This notice only applit:s to transactions involving property improved with a one-to-four family residential dwelling. FNF Underwritten Title Company CTC -Chicago Title Company Available Discounts FNF Underwriter CTIC -Chicago Title Insurance Company CREDIT FOR PRELIMINARY REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES (CTIC) Where no major change in the title has occurred since the issuance of the original report or commitment, the order may be reopened within 12 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge within the following time period from the date of the report. DISASTER LOANS (CTIC) The charge for a lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, within 24 months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be 50% of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be 50% to 70% of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be 40% to 50% of the appropriate title insurance rate, depending on the type of coverage selected. EMPLOYEE RATE (CTC and CTIC) No charge shall be made to employees (including employees on approved retirement) of the Company or its underwritten, subsidiary title companies for policies or escrow services in connection with financing, refinancing, sale or purchase of the employees' bona fide home property. Waiver of such charges is authorized only in connection with those costs which the employee would be obligated to pay, by established custom, as a party to the transaction. CA Discount Notice Effective Date: 1-10-20 I 0 ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 EXCLllSIONS FROM COVERAGE The following matters are expressly exduded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law. ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting. regulating. prohibiting or relating (i) the occupancy. use. or enjoyment of the land; (ii) the character. dimensions or location of any improvement now or hereafter erected on the land: (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part or (iv) environmental protection. or the effect of any violation of these laws. ordinances or governmental regulations. except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect. lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy. but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of 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 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 an insured under this policy: (c) resulting in no loss or damage to the insured claimant (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value tor the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy. or the inability or failure of any subsequent owner of the indebtedness. to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the: lien of the insured mortgage, or claim thereof: which arises out of the 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 of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender. by reason of the operation of federal bankruptcy. state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE-SCHEDlTLE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs. attorneys' fees or expenses) which arise by reason of: I. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments. or notices of such proceedings. whether or not shown by the records of such agency or by the public records. Any facts. rights. interests. or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. Easements, liens or encumbrances. or claims thereof. not shown by the public records. Discrepancies, cont1icts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. (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. Any lien or right to a lien for servkes. labor or material not shov.n by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSllRANCE (12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLllSIONS 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 violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; Attachment One (4-2-15) CA & NV 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 of Your existing structures. or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the 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 are recorded in the Public Records; b. that are Known to You at th·~ 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 of a right: a. to any land outside the area spt:cifically described and referred to in paragraph 3 of Schedule A: and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk II or 21. 7. The transfer of the Title 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. 8. Contamination, explosion, fire. flooding, vibration. fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals. water, or any other substances. 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 Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21: Your Deductible Amount 1.00% %of Policy Amount Shovm in Schedule A or $2.500.00 (whichever is less) I. 00% % of Policy Amount Sho\\11 in Schedule A or $5.000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5.000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCUTSJONS FROM COVERAGE Our Maximum Dollar Limit of Liability $ 10.000.00 $ 25,000.00 $ 25,000.00 $5,000.00 The tollowing matters are expressly excluded trom the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees. or expenses that arise by reason of: 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 enjoyment of the Land: (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision ofland; or (iv) environmental protection; or the effect of any violation of these laws. ordinances. or governmental regulations. This Exclusion I (a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent 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; FNF Privacy Notice Effective: April I. 2016 (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 an Insured under this policy: (c) resulting in no loss or damage to the Insured Claimant: (d) attaching or created subsequent to Date of Policy (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 if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the 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 of the operation of federal bankruptcy. state insolvency. or similar creditors· rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any n~ason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b). The above policy form may be issued to atlord 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 (Except as provided in Schedule B-Part II.( t(or T)his policy does not insure against loss or damage. and the Company will not pay costs, attorneys· fees or expenses. that arise by reason of: (PART! (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: I. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records: (b) proceedings by a public agency that may result in taxes or assessments. or notices of such proceedings. whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests. or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements. liens or encumbrances. or claims thereof. not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims: (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof: (c) water rights. claims or title to water. whether or not the matters excepted under (a). (b). or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. PART II In addition to the matters set forth in Part I of this Schedule. the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:) 2006 ALTA OWNER'S POLICY (06-17-06) EXCLlTSJONS FROl\1 COVER4.GE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees. or expenses that arise by reason of: 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 enjoyment of the Land: (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision ofland; or (iv) environmental protection; or the effect of any violation of these laws. ordinances. or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modifY or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, advt::rse 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 Knm\11 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 Date of Policy (however. this does not modify or limit the coverage provided under Covered Risk 9 and I 0): or FNF Privacy Notice Effective: April!. 2016 (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the 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 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy torm may be issued to atlord either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions !rom 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: (The above policy fom1 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: I. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests. or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements. liens or encumbrances. or claims thereof. not shown by the Public Records. 4. Any encroachment, encumbrance, violation. variation. or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not sho\\n 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 shO\\TI by the Public Records. 7. (Variable exceptions such as taxes. ·~asements. CC&R's. etc. shown here.) ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (04-02-15) EXCLllSIONS FROM CO\'ERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage. costs. attorneys· fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions. or location of any improvement erected on the Land; (iii) the subdivision ofland: or (iv) environmental protection: or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion \(a) does not modifY or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modi f)' 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 Kno\\n to the Company. not recorded in the Public Records at Date of Policy, but Kno\\n 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 Date of Policy (however. this does not modify or limit the coverage provided under Covered Risk II. 16. 17. 18. 19. 20. 21. 22. 23. 24.27 or 28); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien ofthe Insured Mortgage because ofthe inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the 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 mod if)' or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity. unenforc<:ability or lack of priority of the lien ofthe Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the 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 of Policy. This Exclusion dm:s not modify or limit the coverage provided in Covered Risk ll(b) or 25. FNF Privacy Notice Effective: April L 2016 8. The failure of the residential structure. or any portion of it. to have been constructed before. on or after Date of Policy 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 of the operation of federal bankruptcy. state insolvency. or similar creditors· rights laws. that the transaction creating the lien of the Insured Mortgage. is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. I 0. Contamination. explosion. fire. flooding. vibration. fracturing. earthquake. or subsidence. II. Negligence by a person or an Entity ·~xercising a right to extract or develop minerals. water. or any other substances. FNF Privacy Notice Effective: April I. 2016 Jl~--og ~WPWIS~IIDIDI!~~OI.Y.I()L ... ITB m.&IDR:RMIC.D.JtM:'f«J-nt: DloTA5K:'WIL A!S:'!DI'Sp,t,IIUUi 0 1.18 0 tTJF\T 'lint lOtJit a11MiD11 CR IUD'C> ~S. .... .... J Ill Dl ~ @ :I ~ ~ ~ Ill , n .... Ill ~ m )( n Ill , .... .... ' ~I~ J Ill Ill )( .... Ill :I .... Dl , 2. i -· • n ~ ~< i 0 { .... SHT 3 ~~ !:! E9 Ill \ ·-J~ 4.&0 AC .,-· I " :I em> ~ Ul . c .., $Mil omttLWfiH Dl ASSIUOft *' :1 ICtJk 2B~oe "' ~.J-f~fl II 0 @ ® MAP 14829-GA.RLSBAD TCT NO CT 03-08 MAPI0062-CARLSBAD TRACT NO.B0-34 MAP 10061-CAR!..SBAO TRACT NO. 80-33 ROS14523 213-06 ~ 1"•200' ED ,.NO ACCESS . •· GT\6487552.2 314673-93001 RESTATED TRUST AGREEMENT SAN-GAL TRUST Section I 1.1 1.2 1.3 1.4 1.5 Section 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 Section 3 3.1 3.2 3.3 3.4 Gl\64875522 314673-93001 TABLE OF CONTENTS Page FACTS AND DECLARATIONS ................................................................ } Declaration Concerning Family .................................................................... l Character ofProperty .......................................................... .-......................... 1 Addition of Property .............................. , ... , .................................................. ! Amendment and Revocation ........................................................................ 2 "Deceased Trustor" and "Surviving Trustor" Defined ................................. 2 DISPOSITION OF PRINCIPAL AND INCOME ....................................... 2 While Both Trustors Are Living ................................................................... 2 Discretion to Pay Debts and Expenses Upon the Death of the Deceased Trustor .......................................................................................... 2 Division Into Survivor's Trust, Marital Trust and Residuary Trust Upon the Death of a Trustor ......................................................................... 3 Payments During Lifetime of Surviving Trustor .......................................... 5 General Power to Appoint the Survivor's Trust and the Accrued or Undistributed Income of the Marital Trust.. ................................................. 5 Special Power to Appoint the Marital Trust. ................................................ 6 Special Power to Appoint the Residuary Trust. ........................................... 6 Disposition of Remaining Assets of the Survivor's, the Marital and the Residuary Trusts ..................................................................................... 7 2.8.1 Gift of Tangible Personal Property ................................................... 7 2.8.2 Gifts ofGDC Stock ........................................................................... ? 2.8.2.1Allocation ofGDC Stock to Lewis ...................... ; ................. 7 2.8.2.2Allocation ofGDC Stock to Julie ........................................... 8 2.8.2.3Distribution ofGDC Stock Allocated to Lewis ..................... 8 2.8.2.4Distribution ofGDC Stock Allocated to Julie .... : .................. 8 2.8.2.5Example Allocation ................................................................ 8 2.8.3 Gifts ofGBC Stock ........................................................................... 8 2.8.4 Gift ofResidue .................................................................................. 9 2.8.5 San Elijo Residence ........................................................................... 9 Child's Trust ................................................................................................ 9 Trust for Beneficiaries Under Age Twenty-One (21 ) ................................ !I Qualified Subchapter S Trusts .................................................................... 11 Contingent (:Jift ........................................................................................... 12 GENERAL PROVISIONS ......................................................................... l2 Primary Purpose ......................................................................................... 12 Notice ofRight to Payment ........................................................................ 12 Spendthrift Provision .................................................................................. 12 Discretionary Distributions ......................................................................... 12 -i- 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 Section 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 Section 5 5.1 5.2 01'.6487552.2 314673-93001 TABLE OF CONTENTS (continued) Page Defmition of "Education." .......................................................................... 13 Segregation ofTrusts .................................................................................. 13 Rights of Succ.essive Beneficiaries ............................................................. 13 Payments to Beneficiary Under Disability ................................................. 13 Perpetuities Saving Clause ......................................................................... 13 Use of Tangible Personal Property ............................................................. 14 Provision Concerning Residence ................................................................ 14 Duty to Infonn and Account. ...................................................................... 15 Obligation of Support ................................................................................. 15 Survivor's Trust to Qualify for Marital Deduction .................................... 15 Marital Trust to Qualify for Marital Deduction ......................................... 16 Unproductive or Underproductive Property ............................................... I 6 No Interest on Pecuniary Gifts ................................................................... 16 TRUSTEE'S POWERS .............................................................................. 16 Retain Assets .............................................................................................. 16 Manage Generally ....................................................................................... 16 Lease ........................................................................................................... 16 Borrow ........................................................................................................ 17 Obtain Insurance ......................................................................................... 17 Litigate ........................................................................................................ 17 Compromise: ............ ~ ................................................................................... 17 Permissible lnvestJnents ............................................................................. 17 Title to Assets ............................................................................................. 17 Securities ...................................................................................................... 17 Stock Options ............................................................................................. 18 EmpJoy Agents and Others ......................................................................... 18 Divisions, Allocations and Distributions .................................................... 18 Tax Elections .............................................................................................. 18 Discretion re Principal and Income ............................................................ 19 Abandon Property ....................................................................................... 19 Disclaim, Release or Restrict Powers ......................................................... 19 Financial Accounts ..................................................................................... 19 Trustor Withdrawals ................................................................................... 19 Combination of Similar Trusts ................................................................... 19 Division of1~rust ......................................................................................... 20 PROVISIONS CONCERNING TRUSTEE ............................................... 20 Appointment of Successor Trustee ............................................................. 20 Appointment: of Special Co-Trustees for Litigation ................................... 20 -ii- 5.3 5.4 5.5 5.6 5.1 5.8 5.9 5.10 5.11 5.12 5.13 Section 6 6.1 6.2 6.3 6.4 Section 7 7.1 7.2 7.3 1.4 7.5 7.6 7.7 7.8 7.9 Section 8 8.1 8.2 8.3 G1'.6487552.2 314673-93001 TABLE OF CONTENTS (continued) Appointment of Special Co-Trustees tor Investment and Page Management. ............................................................................................... 21 Power to Appoint Trustee to Fill Vacancy ................................................. 21 Power to Appoint Special Trustee .............................................................. 21 Power to Change Trustee ............................................................................ 22 Appoin~ent and Characteristics of Successor Trustee or Special Trustee ........................................................................................................ 22 Right to Resign ........................................................................................... 22 Successor Trustee ....................................................................................... 22 Bond ............................... -.-......................................................... ·····-· .......... 22 Trustee's Compensation ......................... _ ....................... --········· ................. 22 Banking Activities ...................................................................................... 23 Power to Execute Documents ..................................................................... 23 PROVISIONS CONCERNING TAXES ................................................... 23 Upon the Death of the Deceased Trustor ................................................... 23 Upon the Death of the Surviving Trustor ................................................... 23 Upon the Death of Either Trustor ............................................................... 23 Death Tax Defined ...................................................................................... 24 PROVISIONS CONCERNING GENERATION-SKIPPING TAXES ....................................................................................................... 24 Generation-Skipping Defined .............................................. -...................... ~4 "Trust" Defined .......................................................................................... 24 Allocation of Generation-Skipping Exemption .......................................... 24 Transferor Election for Qualified Terminable Interest Property ................ 24 Division of Trust to Achieve Inclusion Ratio of Zero or One .................... 25 Terms ofTrusts ........................................................................................... 25 Definitions of"Exempt" and "Nonexempt." .............................................. 25 Direction to Preserve Generation-Skipping Character. .............................. 26 Authority to Grant or Withdraw General Power of Appointment. ............. 26 RIGHTS OF REVOCATION AND AMENDMENT RESERVED BY 1RUSTC>RS ......................................................................................... 27 Restriction and Definitions ......................................................................... 27 Revocation in Whole or Part ......................................... -............................ 27 8.2.1 While Both Trustors Are Living ............................ -......................... 27 8.2.2 Revocation by Surviving Trustor .................................................... 27 Amendment of Trust Provisions ................................................................. 28 8.3.1 While Both Trustors Are Living ...................................................... 28 -iii- 8.4 8.5 Section 9 9.1 9.2 9.3 9.4 9.5 9.6 GT\6487552.2 314673-93001 TABLE OF CONTENTS (continued) Page 8.3.2 Amendment by Surviving Trustor ................................................... 28 8.3.3 Acceptance of Amend!mmt by Trustee ........................................... 28 Limitation on Right of Revocation and Amendment. ................................ 28 Amendment by Attorney-in-Fact ................................................................ 28 CONSTRUCTION OF TRUST .................................................................. 28 Significance of Headings ............................................................................ 28 California Law Applicable ......................................................................... 2 8 Definition of"Child," "Children," "Issue" and Similar Tenns .................. 29 Definition ofHSpouse." .............................................................................. 29 Survivorship Provision ..... .-......................................................................... 29 Definition of HCode." ................................................................................. 29 -iv- RESTATED TRUST AGREEMENT SAN-GAL TRUST On /5 5c...tJk/YH. ~ ~ 0 b , in San Diego County, California, the Trust Agreement datedMay 11, 1987, restated on July 17, 1990, and on April22, 2003, is restated in its entirety by GEORGE L. GILDRED and ALISON FROST GILDRED as trustors, and GEORGE L. GILDRED and ALISON FROST GILDRED as trustees, hereafter referred to as the "trustee," pursuant to the provisions permitting the trustors to alter, amend and revoke the trust. The trustors have previously transferred and delivered to the trustee property comprising the principal of the trust. Said property, together with any other property that may later become subject to the trust, shall be held, administered and distributed as hereafter provided. The trust may continue to be referred to by any designation appropriate for the original trust agreement and may also be referred to as the "SAN-GAL Trust dated May 11, 1987." The trust is hereby amended and restated in full to read as follows: SECTION 1: FACTS AND DECLARATIONS. 1.1 Declaration Concerning Family. GEORGE L. GILDRED and ALISON FROST GILDRED are husband and wife, and they have two (2) children, JULIE GILDRED CONNOLLY (born March 15, 1969), formerly known as JULIE FROST GILD RED, and GEORGE LEWIS GILD RED, JR. (born May 10, 1972). 1.2 Character of Property. All community property transferred to the trust and the proceeds thereof (sometimes herein called the "community estate'') shall retain its character as community property while both trustors are living, subject to all the terms and conditions of this instrument. Any separate property of either trustor and the proceeds thereof (sometimes herein called the "separate estate") shall retain its character as separate property subject to all the terms and conditions of this instrument. 1.3 Addition of Property. Other property acceptable to the trustee may be added to the trust at any time, by either trustor or by any other person, either during lifetime or at death. Such additional property, upon its receipt and acceptance by the trustee, shall become a part of the trust estate. GT\6487552.2 314673-93001 subject to paragraph 7.8 and (b) must not materially impair the interests of any beneficiary. 4.21 Division of Trust. The trustee may, in the trustee's discretion, divide any trust created hereunder into two or more separate trusts, at any tiine and for any purpose or reason. When a trust is divided into separate trusts under this provision, each trust shall have the same provisions as the original trust from which it is established, and references in this instrument to the original trust shall collectively refer to the separate trusts derived from it. SECTION 5: PROVISIONS CONCERNING TRUSTEE. 5.1 Appointment of Successor Trustee. The successor trustee of each trust created hereunder shall be as follows: 5.1.1 lffor any reason either GEORGE L. GILDRED or ALISON FROST GILDRED shall cease to act as co-trustee, the other shall act as sole trustee. Should both GEORGE L. GILDRED and ALISON FROST GILDRED cease to act, GEORGE LEWIS GILDRED, JR. sha11 act as trustee. If for any reason GEORGE LEWIS GILD RED, JR. fails or ceases to act as trustee, JULIE GILD RED CONNOLLY shaH act as trustee. 5.1.2 Notwithstanding paragraph 5.1.1, the trustee of each trust created for the benefit of a child of the ~stors following the death of the surviving trustor shall be as foJlows: 5.1.2.1 JULIE GILDRED CONNOLLY shall act as trustee of the trust created for her benefit under paragraph 2.9 hereof. JULIE GILD RED CONNOLLY shall also have the right to change the trustee of her trust named herein, or any successor trustee named pursuant to an exercise of the powers granted by this section, and any other successor trustee, whether an individual, a corporation or a combination thereof. 5.1.2.2 GEORGE LEWIS GILDRED, JR. shall act as trustee of the trust created for his benefit under paragraph 2.9 hereof. GEORGE LEWIS GILDRED, JR. shall also have the right to change the trustee of his trust named herein, or any successor trustee named pursuant to an exercise of the powers granted by this section, and any other successor trustee, whether an individual, a corporation or a combination thereof. 5.2 Appointment of Special Co-Trustees for Litigation. The trustors appoint WILLIAM H. ADAIR and GREGG E. HAGGART as Special Co-Trustees for Litigation. The Special Co-Trustees for Litigation shall have the power to commence or defend any Gl\6487552.2 314673-93001 20 and aiJ litigation matters with respect to the trust or any property of the trust estate as the Special Co·Trustees for Litigation deem advisable on behalf of the trust and at the expense of the trust. Specifically, either of WILLIAM H. ADAIR and GREGG E. HAGGART acting alone:, or both of them acting together, shall have the express authority and responsibility to prosecute, defend, compromise, arbitrate, or release any action, claim or proceeding for the protection of trust property and may be named as the appropriate party or parties in any action, claim or proceeding relating to trust property. Notwithstanding any provision herein to the contrary, either of the Special Co· Trustees for Litigation acting alone, or both of them acting together, shall have authority and responsibility to exercise the powers conferred pursuant to the provisions of paragraphs 4.6 and 4.7 above. 5.3 Appointment of Special Co-Trustees for Investment and Management. The trustors appoint WILLIAM H. ADAIR, RENE LeBLANC and GREGG E. HAGGART as Special Co:-Trustees for Investment and Management. The Special Co- Trustees for Investment and Management shaH have all powers necessary to undertake alJ investment and management functions of the trustee with regard to GDC and G~C, and any other investments involving real property (except the primary residence and any vacation residences of the trustors) held as an asset of the trust. Specifically, any one of WILLIAM H. ADAIR, RENE LeBLANC and GREGG E. HAGGART acting alone, or any two of them acting together, or all three of them acting together, shall have full authority to sign lease agreements, open and maintain bank accounts, write checks, make deposits and withdrawals, and carry out such other operational, investment and administrative functions as may be required in order to manage GDC and GBC, and any other investments involving real property (except the primary residence and any vacation residence of the trustors) held as an asset of the trust. 5.4 Power to Appoint Trustee to Fill Vacancy. If a vacancy in the office of the trustee occurs for any reason at any time for any trust created hereunder, then a majority of the adult beneficiaries entitled or authorized in the trustee's discretion to receive currently the income from the trust created hereunder for which there is a vacancy shall have the right to nominate a successor corporate or individual trustee or co-trustees or a succession of successor trustees (whether corporate or individual and whether designated to act as co-trustees or sole trustee) to fill the vacancy in the office of the trustee. 5.5 Power to Appoint Special Trustee. If the trustee of any trust created hereunder is not legally qualified to serve as trustee of any particular property now or hereafter subject to the trust, then the trustee shall have the power to appoint an additional trustee who is so qualified to take title to and administer said property under the terms and conditions of this trust, said trustee to serve in addition to, but independent of, the primary trustee designated herein. This trustee may be referred to as a "Special Trustee." Gn6487552.2 314673-93001 21 t' ,. any provision of this instmment is invalid, the remaining provisions shall nevertheless be given effect. 9.3 Definition of "Child," "Children," ''Issue" and Similar Terms. The class terms "child," "children," and "issue" shall have the meanings established by, and shall include and exclude persons in accordance with, the rules for detennining relationship and inheritance rights for purposes of intestate succession. The same principles shall also apply to the detennination of other relationships between persons, regardless of the degree of such relationships or how such relationships may be described, for example, for determining who is a person's Hgrandchild," '"great-grandchild," "niece," "nephew," "parent," "ancestor," and so forth. 9.4 Defmition of "Spouse." The word .. spouse," when used in referring to the spouse of any child or issue of the trustors, shall mean a person who is or was a lawfully wedded husband or wife of such child or issue at the death of the surviving trustor. 9.5 Survivorship Provision. If a beneficiary of this trust, other than a trustor, is not living on the ninetieth (90th) day following the date of death of the trustor to whom reference is made as to survivorship, that beneficiary shall be conclusively presumed to have predeceased that trustor for all purposes under this instrument. 9.6 Definition of ucode." References to the "Code" mean the Internal Revenue Code of 1986, as amended from time to time. References to any statute, code or regulation shall be interpreted to include reference to corresponding provisions of any successor statute, code or :regulation. The trustors and trustee have executed this Restated Trust Agreement on the day and year first above written. GT\6487552.2 314673-93001 29 GEORGE L. GILDRED Trustor and Trustee '· State of California County of San Diego } On 0 ,f-1'5-6 CJP t before me,f.L....£t!LJ~~':::.,L~~~TIL~~lll.!!.'.f£:.~ (here insert name and title of the officer , personally a peared GEORGE , personally known to me ( e) to be the person~ whose namet~Q ljrare subscribed to the within instrument and acknowledged to me that@she/they executed the same in~/her/their authorized capacity(ies), and that by ~/her/their sigl!ature~ on the instrument the person~ or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and official seal. GT\6487552.2 314673-93001 (Seal) 30 State of California } County of San Diego On Of-1'2-dfll)i_ beforeme~fM;.__ x~ (here insert name and title of the officer), per nal1y appe FROST GILDRED, persona1ly known to me (~r J3f6Yed to me on the h&Sis 6f sstisfact-ory evidenc~ to be the person~ whose nameOO' ~are subscribed to the within instrument and acknowledged to me that h~they executed the same in his@their authorized capacity(ies), and that by hisl!!9'their ~i_911atur~ on the instrument the person,{)(, or the entity upon behalf of which the personK> acted, executed the instrument. WITNESS my hand and official seal. Signature GT\6487552.2 314673-93001 !Ju~[Li~ / / (Seal) 31 ·- FIRST AMENDMENT TO RESTATED TRUST AGREEMENT PLETATRUST • Pursuant to the provisions regarding revocation and amendment contained therein, that certain Trust Agreement dated June 8, 1987, as restated on May r4, 2003 (known as the "PLETA Trust dated June 8, 1987"), by P~IP L. GILDRED, JR. and GWENDOLYN S. GILDRED as trustors, and PHILIP L. GILDRED, JR. and GWENDOLYN S. GILDRED as trustees, is hereby amended as follows: 1. The trustors hereby delete paragraph 5.2 of the Trust Agreement and provide the foUowing in lieu thereof: 5.2 Appointment of , Special Co-Trustees for Litigation.. The trustors appoint WilLIAM H. ADAIR and GREGG E. HAGGART as Special Co-Trustees for Litigation. The Special Co-Trustees fur Litigation shall have the. power to commence or defend any and all litigation matters with respect to the trust or any property of the trust estate as the Special Co-Trustees for Litigation deem advisable on behalf of the trust and at the expense of the trust. Specifically, either of WILLIAM H. ADAIR and GREGG E. HAGGART acting alone, or both of them acting together, shill have the express authority and responsibility to prosecute, defend, compromise, arbitrate, or release any action, claim or proceeding for the protection of trust property and may be named as the appropriate party or parties in any action, claim or proceeding relating to trust property. Notwithstanding any provision herein to the contrary, either of the Special Co-Trustees for Litigation acting alone, or both of them acting together, shall have authority and responsibility to exercise the powers conferred pursuant to the'provisions of paragraphs 4.6 and 4.7 above. 2. The trustors hereby delete paragraph 5.3 of the Trust Agreement and provide the following in lieu thereof: G1i6482944.1 314929-1 S .3 Appointment of Special Co-Trustees for Investmeut and Management. The trustors appoint WILLIAM H. ADAIR, RENE LeBLANC and GREGG E. HAGGART as Special Co-Trustees for Investment and ' Management. The Special Co-Trustees for Investment and Management shall have all powers necessary to undertake all investment and management functions of the trustee with regard to GILD RED DEVELOPMENT COMPANY and/or GILD RED BUILDING COMPANY, and any other investments involving real propertY (except-the primary residence and any vacation residences of the trustors) held as an asset of the trust. Specifically, any one of WILLIAM H. ADAIR, RENE . LeBLANC and 9REGG E. HAGGART acting alone, or any two of them acting together, or all three of them acting together, shall have full authority to sign lease agreements, open and maintain bank accounts, write checks, make deposits and withdrawals, and carry out such other operational, investment and administrative functions as may be required in order to manage Gll.-DRED DEVELOPMENT COMPANY and/or Gil-D RED BUILDING COMPANY, and any other investments involving real property (except the primary residence l!lld any vacation residence of the trustors) held as an asset of the trust. J 3. In all other respects, said Trust Agreement dated June 8, 1987, as restated on May 14, 2003, shall remain in full force and effect. - The trustors and trustees have executed this Am~e~ Trust Agreement dated June 8, 1987, in San Diego County~ California, orl Sj~<G . GT\6482944.1 314929:;1 ·;fU/~ PHILIP L. GILDRED, JR Trustor and Trustee ~//M_kcl GWENDO S. GILDRED Trustor and Trustee 2 State of California Cmmty of San Diego } On c:lc.t..~e>l6,:ltJ"/ before me, /.;;u,ti, . . · /1,;~ (here inserrnameatlititfe of the officer), ersonally appeared PHILIP I:. GILDRED, JR., personally known fo me (« pro¥ea to me eft tlte 'Basis of saiid'aetory twitleflee) to be the persont() whose name~ ®fare subscribed to the within instrument and acknowledged to me that @/she/they executed the same ind'!illher/their authorized capacity(ies ), and that by a@lher/their signaturee() on the instrument the person)(), or the entity upon behalf of which the person9J( acted, executed the instrument. WITNESS my hand and official seal. 01'16482944.1 314929·1 .. 3 ·.-· . .-. -.. ........... __.... .. . · ~ J.ICENNEDV : ComrniiiiOn • 1413852 . Notay Nllc . C$CmiO . Sa\.CillgO Coi.Wltv . . . . ~ ...... 16$ -· - (Seal)' State of California } County of San Diego ~,6<5 1-<'P-"' beforeme, &1«10;/~ fk;y7M!t~ (here ert name and title of the offidel'i.Personally appeared~ OL YN S. GILDRED, personally known to me (.ef ~fGVIQ te me on the eesis ef satisfi~iot=y evieeftee) to be the person~ whose name~ (0/aie subscribed to the within instrument and acknowledged to me that he@jt/they executed the same in hi~their authorized capacity(ies), and that by his@/their signature~ on the instrument the person%, or the entity upon behalf ofwhich the personWacted, executed the instrument. WITNESS my hand and official seal. $ignature G'I\6482944.1 314929-1- (Seal) 4 NOTICE OF EXEMPIION To: SD County Clerk Attn: James Scott 1600 Pacific Highway, Suite 260 PO Box 121750 San Diego, CA 92101 From: CITY OF CARLSBAD Planning Division 1635 Faraday Avenue Carlsbad, CA 92008 (760) 602-4600 Mai 1-u/ B /[ )tp FIL Subject: Filing of this Notice of Exemption is in compliance with Section 21152b of the Public Resources Code (California Environmental Quality Act). Project Number and Title: MC.:..~U=P'--=1=-6--=0..::.2_--=B=-..;....;PR'""O=J=E=C..:...T _________________ _ Project Location -Specific: 20'""7.:::.5....::C:.o:o.:...:rt""'e...::D::...::e'-'-I-'-'N:.:::o..o.ga:::.:I.L..:, S::..:u::.:.it.:.o:e:....:N'-'------------------ Project location-City: Carlsb.:::.ad=-------Project location -County: =Sa:::..:.n.:....;D:::.:i:.:::eo:go~---- Description of Project: An athletic facility that offers one-on-one athletic, strength, physical training and rehabilitation programs to clients. Name of Public Agency Approving Project: -=cC.:..::.ity.z....=of.:......C=a::..:.r.:.:ls""'b=-ad=----------------- Name of Person or Agency Carrying Out Project: ""C.:..::.ity.z....=o.:......f C""a=r-"'ls:..::b.:::.ad=--------------- Name of Applicant: =B"""'ra"""d'-'J'-"o"""'n-=-e.s"-------------------------- Applicant's Address: 2205 Faraday Avenue, Suite H, Carlsbad, CA 92008 Applicant's Telephone Number: =8=-58=---'-7-'-75=--....:::6=2=-84~------------------- Exempt Status: (Check One) 0 Ministerial (Section 21080{b)(1); 15268); 0 Declared Emergency (Section 21080{b)(3); 15269{a)); 0 Emergency Project (Section 21080(b)(4); 15269 (b)(c)); ~ Categorical Exemption-State type and section number: Existing Facilities-15301(a) 0 Statutory Exemptions-State code number: -------------------0 General rule (Section 15061(b)(3)) Reasons why project is exempt: The proposed business is requesting a conditional use be permitted in an existing structure that requires minimal interior alterations, with limited exterior alterations. lead Agency Contact Person: Veronica Morones Telephone: 760-602-4619 (lzL 8-3/-/6 DON NEU, City Planner Date Date received for filing at OPR: Revised 05/13 City of Carlsbad Faraday Center Faraday Cashiering 001 1615501-6 06/03/2016 156 Fri, Jun 03, 2016 03:44 Pt~ Receipt Ref Nbr: R1615501-6/0003 PERMITS -PERMITS Tran Ref Nbr: 161550106 0003 0003 Trans/Rcpt#: R0117856 SET #: MCUP1602 Amount: Item Subtota 1 : Item Tot a 1: ITEM(S) TOTAL: Check (Chk# 003052) Total Received: Have a nice day! 1 @ $772.05 $772.05 $772.05 $772.05 $772.05 $772.05 **************CUSTOMER COPY************* j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j j I j j City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 11111111111111 ~11111111111 11111111111111111111111111111111111111 Applicant: JONES BRAD Description Amount MCUP1602 772.05 Receipt Number: R0117856 Transaction ID: R0117856 Transaction Date: 06/03/2016 Pay Type Method Description Amount Payment Check 772.05 Transaction Amount: 772.05