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HomeMy WebLinkAboutMP 02-03H; Cannon Road Senior Housing; Master Plan (MP){city of Carlsbad APPLICATIONS APPLIED FOR: (CHECK BOXES) LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 11535 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 0 Conditional Use Permit (*) 0 Minor 0 Extension 0 Day Care (Large) 0 Environmental Impact Assessment 0 Habitat Management Permit 0 Minor 0 Hillside Development Permit (*) 0 Minor 0 Nonconforming Construction Permit 0 Planned Development Permit 0 Minor 0 Residential 0 Non-Residential 0 Planning Commission Determination D Reasonable Accommodation Ill 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 isDP \S-1~ 0 General Plan Amendment 0 Local Coastal Program Amendment: (*) 0 Master Plan Ill Amendment 0 Specific Plan 0 Zone Change (*) 0Amendment 0 Zone Code Amendment South Carlsbad Coastal Review Area Pe1rmits 0 Review Permit 0 Administrative 0 Minor 0 Major Village Review Area Permits 0 Review Permit 0 Administrative 0 Minor 0 Major (*) = eligible for 25% discount 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).: 168-360-16 -------------------------------------------------------------------PROJECT NAME: Cannon Road Senior Housing BRIEF DESCRIPTION OF PROJECT: Master Plan Amendment and Site Development Plan for senior housing residential project of 107 units. BRIEF LEGAL DESCRIPTION: lot 3 of CT 03-16 ------------------------------------------------------------------- LOCATION OF PROJECT: Robertson Ranch Planning Area 22 ON THE: South (NORTH, SOUTH, EAST, WEST) BETWEEN Wind Trail Way (NAME OF STREET) P-1 STREET ADDRESS SIDE OF Cannon Road (NAME OF STREET) AND Hillton Drive (NAME OF STREET} Page 1 of6 Revised 07115 OWNER NAME APPLICANT NAME (Print): (Print): Calavera Hills II LLC Calavera Hills II LLC MAILING ADDRESS: 12665 El Camno Real #180 MAILING ADDRESS: 12665 El Camino Heal #180 CITY, STATE, ZIP: San Diego, CA 92130 CITY, STATE, ZIP: San Diego, CA 92130 TELEPHONE: (714) 200-1603 TELEPHONE: (714) 200-1603 EMAIL ADDRESS: adrian.peters@brookfieldrp.com EMAIL ADDRESS: adrian.peters@brookfieldrp.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS mEr::z::;; SET FORm H~YTHORIZED REPRESENTATIVE FOR Pr~ ISAPPLI N. SIGNATURE DATE SIGNATURE DATE APPLICANT'S REPRESENTATIVE (Print): Paul J. Klukas; PLANNING SYSTEMS MAILING ADDRESS: 1530 Faraday Ave. #1 00 CITY, STATE, ZIP: Carlsbad, CA 92008 TELEPHONE: (760) 931-0780 x104 EMAIL ADDRESS: pklukas@planningsystems.net I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFOR~TION IS TRUE AND CORRECT TO THE BEST OF MY KN0(9~}~ 'rJ(~v/f(' SIGNATURE DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. lfWE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO S PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE L D AND B ANY SU ORS IN INTEREST. FOR CITY USE ONLY AUG 31 2015 -1 .. DATE~~~rU~~~~dt1\~{d'~"k~CEIVED RECEIVED BY: P-1 Page 2 of6 RElvised 07/15 {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 .ca rlsbadca .gov Development Permits (FOR DEPT. USE ONLY) Legislative Permits (FOR DEPT. USE ONLY) 0 Coastal Development Permit (*) 0 Minor [j] Conditional Use Permit (*) 0 Minor 0 Extension 0 Day Care (Large) 0 Environmental Impact Assessment 0 Habitat Management Permit 0 Minor 0 Hillside Development Permit (*) 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 [j] Tentative Parcel Map (Minor Subdivision) 0 Tentative Tract Map (Major Subdivision) 0 Variance 0 Minor tu-P \S--OS ~tv\~) 0 General Plan Amendment 0 Local Coastal Program Amendment(*) 0 Master Plan 0 Amendment 0 Specific Plan 0 Amendment 0 Zone Change (*) 0 Zone Code Amendment South Carlsbad Coastal Review Area PE1rmits 0 Review Permit 0 Administrative 0 Minor 0 Major Village Review Area Permits 0 Review Permit 0 Administrative 0 Minor 0 Major (*) = eligible for 25% discount 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).: 168-360-16 ------------------------------------------------------------------- PROJECT NAME: Cannon Road Senior Housing BRIEF DESCRIPTION OF PROJECT: Conditional Use Permit for 107 unit senior project and Tentative Parcel Map to create 31ots BRIEF LEGAL DESCRIPTION: Lot 3 of CT 03-16 -------------------------------------------------------------------- LOCATION OF PROJECT: Robertson Ranch Planning Area 22 ON THE: South (NORTH, SOUTH, EAST, WEST) BEJWEEN Wind Trail Way (NAME OF STREET) P-1 STREET ADDRESS SIDE OF Cannon Road AND Hillton Drive Page 1 of6 (NAME OF STREET) (NAME OF STREET) ·~\) t, I flCf 00""2 ~-R¥sed'o7115 :.__.) OWNER NAME (Print): Calavera Hills II LLC MAILING ADDRESS: 12665 El Camno Real #180 CITY, STATE, ZIP: San Diego, CA 92130 TELEPHONE: (714) 200-1603 ~~----------------------EMAIL ADDRESS: adrian.peters@brookfieldrp.com APPLICANT NAME (Print): Calavera Hills II LLC MAILING ADDRESS: 12665 El Camino Real #180 CITY, STATE, ZIP: San Diego, CA 92130 TELEPHONE: (714) 200-1603 ~~-----------------------EMAIL ADDRESS: adrian.peters@brookfieldrp.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. SET FORTH HEREIN IS MY A 'fHORIZED REPRESENTATIVE FOR PUlWOSES OF TH PPLI APPLICANT'S REPRESENTATIVE (Print): Paul J. Klukas; PLANNING SYSTEMS --------------------------------------------------------MAILING ADDRESS: 1530 Faraday Ave. #1 00 CITY, STATE, ZIP: Carlsbad, CA 92008 TELEPHONE: (760) 931-0780 x104 EMAIL ADDRESS: pklukas@planningsystems. net I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KN~O EDGE. _04M~Wh SIG ATURE DA 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. 1/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TIT E TO HIS R ERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LA D AND BIND SUCC ORS IN INTEREST. FOR CITY USE ONLY RECEIVED BY: P-1 Page 2 of6 R'evised 07115 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) D Coastal Development Permit (*) D Minor D Conditional Use Permit (*) D Minor D Extension D Day Care (Large) D Environmental Impact Assessment D Habitat Management Permit D Minor D Hillside Development Permit (*) D Minor D Nonconforming Construction Permit 0 Planned Development Permit D Minor 0 Residential D Non-Residential D Planning Commission Determination D Reasonable Accommodation [j] Site Development Plan D Special Use Permit [j] Minor D Tentative Parcel Map (Minor Subdivision) D Tentative Tract Map (Major Subdivision) 0 Variance D Minor 'St(Je_,q D General Plan Amendment D Local Coastal Program Amendmenlt (*) D Master Plan D Specific Plan D Zone Change (*) D Amendment D Amendment D Zone Code Amendment South Carlsbad Coastal Review Area PE!rmits D Review Permit D Administrative D Minor D Major Village Review Area Permits D Review Permit D Administrative D Minor D Major (*) = eligible for 25% discount 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).: 168-360-16 ------------------------------------------------------------------- PROJECT NAME: Cannon Road RV Storage ------------------~-----------------------------------------------BRIEF DESCRIPTION OF PROJECT: Site Development Plan for a community RV Storage lot BRIEF LEGAL DESCRIPTION: Lot 3 of CT 03-16 --------------------------------------------·-------------- LOCATION OF PROJECT: Robertson Ranch Planning Area 22 ON THE: South (NORTH, SOUTH, EAST, WEST) BETWEEN Wind Trail Way (NAME OF STREET) P-1 STREET ADDRESS SIDE OF Cannon Road (NAME OF STREET) AND Hillton Drive (NAME OF STREET) S)tU-1 09003 Page 1 of 6 Revised 07/15 OWNER NAME APPLICANT NAME (Print): (Print): Calavera Hills II LLC Calavera Hills II LLC MAILING ADDRESS: 12665 El Camno Real #180 MAILING ADDRESS: 12665 El Camino Real #180 CITY, STATE, ZIP: San Diego, CA 92130 CITY, STATE, ZIP: San Diego, CA 92130 TELEPHONE: (714) 200-1603 TELEPHONE: (714) 200-1603 EMAIL ADDRESS: adrian.peters@brookfieldrp.com EMAIL ADDRESS: adrian.peters@brookfieldrp.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR ~ PURP~ SIGNATURE DATE SIGNATURE DATE APPLICANT'S REPRESENTATIVE (Print): Paul J. Klukas; PLANNING SYSTEMS MAILING ADDRESS: 1530 Faraday Ave. #100 CITY, STATE, ZIP: Carlsbad, CA 92008 TELEPHONE: (760) 931-0780 x104 EMAIL ADDRESS: pklukas@planningsystems.net I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE ~ TRUE AND CORRECT TO THE BrT 'j, MY · \)~ r ~f 1s- SIGNATURE DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. 1/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROP RTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECOJWED ON THE TITLE TO HI PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIN Y SUCC S IN INTEREST. FOR CITY USE ONLY AUG 31 Z015 RECEIVED BY: P-1 Page 2 of6 Hevised 07115 {"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 actin(J as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. 2. P-1(A) 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 .P.Y]Jiicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A · separate page may be attached if necessary.) Ca!avera Hills II LLC, Person t-VIt.biA /11'1 /! • .f'€'.1711 Corp/Part_ A California limited liability company Title S.Fr~K~rA-~ Y Title Address I~'Z~S 81-C.A,f4!..vo lf~~:f-tto Address_ J"4N Pl&"t{pt t:--A df2./Fo OWNER (Not the owner's agent) By: Brookfield Tamarack LLC1 A Delaware limited liability cOmpany By: William B. Seith, Secretary 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.) Corp/Part_ Title. __ ..;_f4_tr._~..:;_;_-'-... t:_'A'"'"~..::!.¥'-Y ____ _ Title __ _ Address 12:; ... 6$ .ft.. ~..f/41No ree..,.J l f}q Address __ J,f;M Ul'lf£4'o I q 1z.t3P Page 1 of 2 Calavera Hills IILLC, A California limited liability comPany By: Brookfield Tamarack LLC, A Delamre limited liability company By: William B. Seith, Secretary 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 directo1r 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? D Yes §No If yes, please indicate person(s): ___________ _ NOTE: Attach additional sheets if necessary. I certify that all th above information is true and correct to the best of my kno ledge. Signature of owner/date Signature of applicant/date Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent P-1(A) Page 2 of2 Revised 07/10 CERTIFICATE OF INCUMBENCY OF BROOKFIELD TAMARACK LLC, a Delaware limited liability company I, Robin A. Rutherford, do hereby certify that I am the duly elected, qualifiled and acting Assistant Secretary of Brookfield Tamarack LLC, a Delaware limited liability company (the "Company"), and that as such, I am authorized to execute this Certificate on behalf of the Company, and I further certify that: The following persons have been duly elected to, are duly qualified for, are acting in, and on the date hereof do hold, the offices of the Company set forth opposite their respective names below: Adrian P. Foley President RichardT. Whitney Chief Financial Officer William B. Seith Secretary Robin A. Rutherford Assistant Secretary IN WITNESS WHEREOF, the undersigned has executed this Certificate as of this 25th day of August, 2015. JUN 17 '03 08:40 T0~91858481 b r • ' FROM~MCMILLIN COMPANIES T-229 P.04/07 F-261 RECORDING REQUESTEP SV AND WHEN R!iCORDED MAll. TO: j,tate of ctaltfomia 1Jji11Jones !>ecretarp of ~tate SACRAMENTO I, BILL JONES, Sec7etary of StalfJ of California, lrereby cel'lify: That tire annexed transcript of page(s) was prepared by and in tlris office from tf1e record on file, ofwhich it purports to be 11 copy, and tit at it is full, lrue and correct. IN WITNESS WHEREOF, I execute tllis certijicat1 and aff.x tlte Great Seal of 1/u State of California JUL 0 9 1998 s~crelary D/ State JUN 17 '03 08:41 T0·9185848't· .· FROH·HCMILLIN COMPANIES T·229 P.05/07 F·261 State of California Bill Jones Secretary of State ~\tlirWHrtrov~a~w (MfORTt\NT-Read tllllnstru~uon.S before camplelin~ the form. LLC-1 This document is presented for fillnc punuanc to Section J70!0 of the CaUrorni• Corporations Code. 1. Limited liabilirv comouy nar~~e: !W 1o-Ml& ·u.c-•~.........,. c..,.r· '"",....-... -. • "'.LA:", "l.i.i.,....,. ·c.-11111,· ... , •-• 'l.la. ·..,. o.q 1 Calavera Bills II ~ 2. Lalesl date (month/day/year) on which the limi1ed liability company is to dissolve: December ll, 2010 J. The putpose ofthe limited liability company islo cn&alc in any lawtbl ai:l or activity for which it limited liability company may be organi~ed under the Bcvcrly·Killea Limited Liability Company Act. 4. Enter the name of initial agent for service or process and che=k the appropriate provision bclow: _w_a_l;_t_e..:.r_D=:e:;;..i_b_e..;..r.::.'if ______________________________ , which is { X) an individual residing in Cali(Clmia. Ptoceed to ItemS. a c;orporation which has filed a i:ertificlue pursuant to Section ISOj of the California Cofl)oration$ Code. S!cip Item 5 and proceed to Item 6 • .3. If !be ini,ial ascnl fer ~en-icc of proceliS is an iDifivjdual. tnlet a busiAtU Ot ttsideruial Cfrttt adclttcs in Califomia: Teetaddreu: 2727 Hoover Avenua City. National City Sl.ltt: CALIFORNIA Zip Code: 91950 6. The limited liability comp111y will be rnllleg~el by: (check one) [ X ] 0111 manaa•r [ ] more than one manaacr r 'j limited liabilitY company members 7. rr other marten are to be included ill the Articles oC Organization anach one or more separate page5. Number ofpaee.s aruched. if any: N/A 8. It is hereby dcclll1:£t mar I am tlu: person wbo cxccuu:d Ibis iasfrw'ncDC. which cxccudon ill my act 111d deed. Darryl o. Solbe~g TyPe or print came of orgei.ur •• July B 119 98 f'lr&Urtllll IIC51111t V1c FILED ·n I he office of the Sfcrehry of State 'll rne state o ca1nom1e JUL 0 9 1998 ?6'+ ~'L'. ;I~NES. Secre~ry of State SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CALA VERA HILLS II LLC, a California limited liability company 333844.2 Article 1 1.1. 1.2. 1.3. 1.4. 1.5. 1.6. 1.7. 1.8. 1.9. 1.10. 1.1]. 1.12. 1.13. 1.14. 1.15. 1.16. 1.17. 1.18. 1.19. 1.20. 1.21. 333844.2 TABLE OF CONTENTS DEFINITIONS ......................................................................................................... 2 11Act" ........................................................................................................................ 2 "Additional Member" ............................................................................................... 2 "Admission Agreement" .......................................................................................... 2 "Affiliate" ................................................................................................................. 2 "Articles" .................................................................................................................. 2 "Assignee" ................................................................................... -.. ; .......................... 3 "Bankrupt Member" .......................................................................... , ..................... .3 "Business Day" ........................................................................................................ 3 "Business Plan" ............................................................................. , .......................... 3 "Capital Account" .................................................................................................... 3 11Capital Contribution" ............................................................................................. 3 "Code" ...................................................................................................................... 3 "Commitment" ......................................................... ; ............................................... 3 "Company" ............................................................................................................... 3 "Company Liability" ................................................................................................ 3 "Company Property" ................................................................................................ 3 "Contributing Members" .......................................................................................... 3 "Delinquent Member" ........................................................................................ .-. .... 3 "Disposition" ........................................................................................................... 3 "Dissolution Event" ................................................................................................. 3 "Distributable Cash" ................................................................................................ 4 Table of Contents Page i 333844.2 1.22. "Distribution" ............................................................................................................ 4 1.23. 1.24. 1.25. 1.26. ] .27. 1.28. 1.29. 1.30. 1.31. 1.32. 1.33. 1.34. 1.35. 1.36. 1.37. 1.38. 1.39. 1.40. 1.41. 1.42. 1.43. 1.44. ] .45. 1.46. "Effective Date" ........................................................................................................ 4 "Initial Capital Contribution" .................................................................................... 4 "Initial Members" ...................................................................................................... 4 "Majority" ................................................................................................................ 4 "Manager" ................................................................................................................ 4 "Member" .................................................................................................................. 4 "Member Non-Recourse Liability" ........................................................................... 4 "Membership Interest" .............................................................................................. 4 "Money" .................................................................................................................... 4 "Net Cash Flow" ....................................................................................................... 4 "Net Losses" .............................................................................................................. 4 "Net Profits" .............................................................................................................. 5 "Notice" .................................................................................................................... 5 "Operating Agreement" ........................................................................................... 5 "Organization" ......................................................................................................... 5 "Organization Expenses" ......................................................................................... 5 "Percentage Interest" ................................................................................................ 5 "Permitted Transferee" ............................................................................................. 5 "Person" ................................................................................................................... 6 "Proceeding" ............................................................................................................ 6 "Project" ................................................................................................................... 6 "Property" ................................................................................................................ 6 "Real Property" ........................................................................................................ 6 "Regulations" ............................. ,.. ........................................................................... 6 Table of Contents Page ii 1.47. "Residential Lot" ........................................................................... ., ......................... 6 1.48. "Substitute Member" ................................................................................................ 6 1.49. "Taxable Year" ......................................................................................................... 6 1.50. "Taxing Jurisdiction" ............................................................................................... 6 Article 2 FORMATION .......................................................................................................... 6 2.1. Organization ............................................................................................................. 6 2.2. Agreement ................................................................................................................ ? 2.3. Name ........................................................................................................................ ? 2.4. Effective Date .......................................................................................................... ? 2.5. Term ......................................................................................................................... 7 2.6. Registered Agent And Office ................................................................................... ? 2.7. Principal Office And Branch Offices ....................................................................... ? Article 3 NATURE OF BUSINESS ....................................................................................... 7 3 .1. Business Purpose ..................................................................................................... 7 Article 4 ACCOUNTING AND RECORDS .......................................................................... 8 4.1. Records To Be Maintained ...................................................................................... 8 4.2. Reports To Member(s) ............................................................................................. 9 4.3. Accounts .................................................................................................................. 9 Article 5 NAMES AND ADDRESS OF MEMBER .............................................................. 9 Article 6 RIGHTS AND DUTIES OF MEMBER(S) ........................................................... lO 333844.2 6.1. Management Rights ............................................................................................... 1 0 6.2. Majority Defined .................................................................................................... 1 0 6.3. Meetings OfMember(s) ..................................................................... ., ............... , .. lO 6.4. Liability Of Members ............................................................................................ 11 6.5. Indemnification ...................................................................................................... 11 Table of Contents Page iii 6.6. Representations And Warranties ............................................................................ ll Article 7 MANAGER ........................................................................................................... 11 7.1. Authority OfManager To Bind Company ............................................................. ll 7 .2. Act of Manager is Valid Act of Company ............................................................. 13 7.3. Manager's StandardOfCare .................................................................................. 13 7.4. Removal OfThe Manager ..................................................................................... 13 7.5. Officers .................................................................................................................. 14 Article 8 CONTRIBUTIONS AND CAPITAL ACCOUNTS ............................................. 15 8.1. Contributions .......................................................................................................... 15 8.2. Additional Contributions ....................................................................................... 15 8.3. Maintenance Of Capital Accounts ......................................................................... 15 8.4. Distribution Of Assets ............................................................................................ 16 8.5. Sale Or Exchange Of Interest ................................................................................ 16 8.6. Compliance With Section 704(b) OfCode ............................................................ 16 Article 9 ALLOCATIONS AND DISTRIBUTIONS ........................................................... 16 9. 1. Distributions ........................................................................................................... 16 9.2. Allocations ofNet Profit and Net Loss .................................................................. 16 Article 10 TAXES ................................................................................................................... 16 10.1. Elections ................................................................................................................. 16 1 0.2. Taxes Of Taxing Jurisdictions ............................................................................... 17 10.3. "Tax Matters Partner" ............................................................................................ 17 1 0.4. Method Of Accounting .......................................................................................... 17 Article 11 INTENTIONALLY DELETED ............................................................................ 17 Article 12 Article 13 333844.2 INTENTIONALLY DELETED ............................................................................. 17 DISSOLUTION AND WINDING UP .................................................................. 17 Table of Contents Page iv 13.1. Dissolution ........................................................................................ -..................... 17 13 .2. Effect Of Dissolution ............................................................................................. 18 13.3. Distribution Of Assets On Dissolution .................................................................. 18 13.4. Winding Up And Certificate Of Cancellation ....................................................... 18 Article 14 AMENDMENT ...................................................................................................... 18 14. 1. Operating Agreement May Be Modified ............................................................... 18 14.2. Amendment Or Modification Of Operating Agreement ........................................ 18 Article 15 INTENTIONALLY DELETED ............................................................................ 18 Article 16 INTENTIONALLY DELETED ............................................................................ 18 Article 17 MISCELLANEOUS PROVISIONS ...................................................................... 19 333844.2 17.1. No Partnership Intended For Non-Tax Purposes ................................................... 19 17.2. Rights Of Creditors And Other Persons Under Operating Agreement.. ................ 19 17.3. Judicial Reference .................................................................................................. 19 17.4. Attorneys'Fees ....................................................................................................... 19 17.5. Burden And Benefit .............................................................................. ., ........ _. ...... 19 17.6. Applicable Law ...................................................................................................... 20 17.7. Submissions To Members ....................................................................................... 20 17.8. Descriptive Headings ............................................................................................. 20 17.9. Interpretation .......................................................................................................... 20 17.10. Counterparts ........................................................................................................... 20 17.11. Severability Of Provisions ................................................................... ,. ................ 20 17 .12. Entire Agreement ................................................................................................... 20 17.13. Saving Clause ......................................................................................................... 20 17.14. Company Legal Counsel ........................................................................................ 20 Table of Contents Pagev SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CALA VERA HILLS II LLC, a California limited liability company This Second Amended and Restated Operating Agreement of Calavera Hillis II LLC, a limited liability company organized pursuant to the Beverly-Killea Limited Liability Company Act of the State of California, shall be effective as of June 1, 2008, and is entered into by and between the Company and Brookfield Tamarack, LLC, a Delaware limited liability company ("Tamarack"), the sole member of the Company, with respect to the following facts: RECITALS A. McMillin Companies, LLC, a Delaware limited liability company ("Investors") and Tamarack Properties Inc., a California corporation, entered into that certain Operating Agreement of Calavera Hills II LLC (the "Company") dated effective as of July l, 1998 (the "Former Operating Agreement"). B. By First Amendment to the Former Operating Agreement dated as of July 30, 1999, the Members of the Company amended the Former Operating Agreement to reflect the acquisition of certain real property and to make certain other changes set forth therein. C. By Second Amendment to the Former Operating Agreement dated as of December 22, 2000, the Members of the Company amended the Former Operating Agreement to reflect the transfer of membership interest by Tamarack Properties Inc. to Brookfield San Diego Holdings LLC and to make certain other changes as set forth therein. D. By Third Amendment to the Former Operating Agreement dated as of January 15, 2002, the Members of the Company amended the Former Operating Agreement to provide for the acquisition of the Robertson Acreage (defined below) and to make certain other changes as set forth therein. E. By Fourth Amendment to the Former Operating Agreement dated as of August 12, 2002, the Members of the Company amended the Former Operating Agreement to reflect the transfer of membership interest from Brookfield San Diego Holdings LLC to Tamarack and to make certain other changes set forth therein. F. By another amendment to the Former Operating Agreement dated as of January 1, 2003, Investors and Tamarack amended and restated the Company's Former Operating Agreement in its entirety on the terms and conditions specified in that certain Amended and Restated Operating Agreement of Calavera Hills II LLC (the "Former Amended and Restated Operating Agreement"). 333844.2 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 1 G. By a First Amendment to the Former Amended and Restated Operating Agreement dated as of January, 2008 (the "2008 First Amendment"), Investors and Tamarack amended and restated the Company's Former Amended and Restated Operating Agreement to provide for (i) the distribution of certain specific Residential Lots to Investors and to Tamarack upon the specific terms and conditions asset forth therein and (ii) a right by Investors to elect not to accept the distribution of specific Residential Lots, but instead in the event of such an election by Investors to provide for either Company to redeem Investors' entire membership interest in the Company or Tamarack to acquire Investors' entire membership interest in the Company, upon the specific terms and conditions as set forth therein. H. Pursuant to the 2008 First Amendment, Investors timely elected not to accept the distribution of specific Residential Lots. On April 11, 2008, Tamarack acquired Investors' entire membership interest in the Company upon the specific terms and conditions as set forth in that certain Closing Agreement dated April 11, 2008, executed by Investors and Tamarack, and Tamarack has become the sole Member of the Company. I. Tamarack, as the sole member of the Company desires to amend and restate the Company's Former Amended and Restated Operating Agreement on the terms and conditions specified in this Second Amended and Restated Operating Agreement of Calavera Hills IIC LLC ("Operating Agreement"). NOW, THEREFORE, Tamarack agrees as follows: Article 1 DEFINITIONS For purposes of this Operating Agreement (as defined below), unless the context clearly indicates otherwise, the following terms shall have the following meanings: 1.1. "Act" means the Beverly-Killea Limited Liability Company Act of the State of California and all amendments to the Act. 1.2. "Additional Member" means a Member other than an Initial Member or a Substitute Member who has acquired a Membership Interest from the Company. 1.3. "Admission Agreement" means the Agreement between an Additional Member and the Company described in Article 8 below. 1.4. "Affiliate" means (1) any Person directly or indirectly controlling, controlled by or under common control with another Person; (2) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other Person; and (3) if that other Person is an officer, director, member or partner, any company for which such Person acts in any such capacity. 1.5. "Articles" means the Articles of Organization of the Company as properly adopted and mended from time to time by the Members and filed with the Secretary of State. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 2 1.6. "Assignee" means a transferee of a Membership Interest who has not been admitted as a Substitute Member. 1.7. "Bankrupt Member" means a Member who (1) has become the subject of an order for relief under the United States Bankruptcy Code; or (2) has initiated, either in an original proceeding or by way of answer in any state insolvency or receivership proceedings, an action for liquidation arrangement, composition, readjustment, dissolution or similar relief. 1.8. "Business Dav" means any day other than Saturday, Sunday or any legal national holiday observed in the State of California. 1.9. "Business Plan" means the current Business Plan approved by the Member(s) from time to time as the current business plan for the Company. 1.10. "Capital Account" means the account maintained for a Member determined in accordance with Article 8 below. 1.11. "Capital Contribution" means any contribution of Property, services or the obligation to contribute Property or services made by or on behalf of a Member. 1.12. "Code" means the Internal Revenue Code of 1986 as amended from time to time. 1.13. "Commitment" means the Capital Contributions that a Member is obligated to make. 1.14. "Companv" means CALA VERA HILLS II LLC, a California limited liability company formed under the Act, and any successor limited liability company. 1.15. "Company Liability" means any enforceable debt or obligation for which the Company is liable or which is secured by any Company Property. 1.16. "Company Property" means any Property owned by the Company. 1.17. "Contributing Members" means those Member(s) making contributions as a result of the failure of a Delinquent Member to make the contributions requiired by the Commitment as described in Article 8 below. 1.18. "Delinquent Member" means a Member who has failed to make an Additional Contribution pursuant to Section 8.2 below. 1.19. "Disposition" ("Dispose"; "Disposing"; and other conjugations and declensions) means any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation or other transfer, absolute or as security or encumbrance (including Dispositions by operation oflaw). 1.20. "Dissolution Event" means an event the occurrence of which results in a dissolution of the Company under Article 13 below. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 3 1.21. "Distributable Cash" means the Net Cash Flow (hereinafter defined), which may be available for distribution to the Members. 1.22. "Distribution" ("Distribute"; and other conjugations and declensions) means a transfer of Property to a Member on account of a Membership Interest as described in Article 9 below. 1.23. "Effective Date" means May 1, 2008. 1.24. "Initial Capital Contribution" means a Capital Contribution agreed to be made by an Initial Member pursuant to Article 8 below. 1.25. "Initial Members" means those Persons who signed the Former Operating Agreement. 1.26. "Majority" is defined in Article 6 below. 1.27. "Manager" means the Person selected to manage the affairs of the Company under Article 7 below. 1.28. "Member" means an Initial Member, a Substituted Member or an Additional Member. 1.29. "Member Non-Recourse Liability" means any Company Liability to the extent the liability is non-recourse to the Company under California law, and on which a Member bears the economic risk of loss under § 1.752-2 of the Code because, for example, the Member is the creditor of the Company or a guarantor of the Company Liability. 1.30. "Membership Interest" means the rights of a Member pursuant to the Act and this Operating Agreement. 1.31. "Money" means cash or other legal tender of the United States of America, or any obligation that is immediately reducible to legal tender without delay or discount. Money shall be considered to have a far market value equal to its face amount. 1.32. "Net Cash Flow" means all cash receipts generated from the operations of the business of the Company from all sources available to the Company without deduction of depreciation, amortization or other non-cash charges, but after deductions for (a) the payment or accrual for payment of all business operating expenses and capital costs relating to the business of the Company and its assets, including, without limitation, taxes, overhead allowance, interest, amortization and other charges or provisions pursuant to Company indebtedness; and (b) provisions for the reasonable current and future working capital requirements of the Company as provided in the Company's pro forma budget which is effective from time to time. 1.33. "Net Losses" means the losses and deductions of the Company determined in accordance with accounting principles consistently applied from year to year employed under the method of accounting adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 4 1.34. "Net Profits" means the income and gains of the Company determined in accordance with accounting principles consistently applied from year to year employed under the method of accounting adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes. 1.35. "Notice" ("Notify") means notice delivered in writing. All Notic~~s. requests, demands and other communications required to or permitted to be delivered under this Agreement shall be in writing and shall be conclusively deemed to have been duly ddivered and received (a) when hand delivered to the recipient; or (b) when received when sent by telex or facsimile at the address and number reflected in this Operating Agreement unless the Member has notified the Company of a different address and number (provided, however, that Notices sent by facsimile shall not be effective unless either (i) a duplicate copy of such facsimile Notice is promptly sent by depositing the Notice in the United States mail with first-class postage prepaid and addressed to the recipient, or (ii) the recipient delivers a written conJtirmation of receipt of such Notice either by facsimile or any other method permitted under this provision; additionally, any Notice sent by telex or facsimile shall be deemed received on the next Business Day if such Notice is received after 5:00p.m. (recipient's time) or is received on a non-Business Day; or (c) two (2) Business Days after the Notice has been deposited in the United States mail with first-class or certified mail return receipt requested postage prepaid and addn~ssed to the recipient; or (d) the next business day after the Notice been deposited with a national overnight delivery service reasonably approved by the parties (UPS, Federal Express and DHL Worldwide Express being deemed approved by the Members), delivery charges prepaid, addn~ssed to the recipient with next-business-day delivery guaranteed, provided that the sender receives a confirmation of delivery from the delivery service. 1.36. "Operating Agreement" means this Second Amended and Restated Operating Agreement, including all Admission Agreements and amendments adopted in accordance with this Operating Agreement and the Act. 1.37. "Organization" means a Person other than a natural person. "Organization" includes, without limitation, corporations (both nonprofit and other corporations), partnerships (both limited and general), joint ventures, limited liability companies and unincorporated associations, but does not include joint tenancies or tenancies in common. 1.38. "Organization Expenses" means those actual fees, costs and expenses incurred in organizing the Company, including the costs of preparing this Operating Agreement and the Articles. 1.39. "Percentage Interest" means the percentage interest in Net Protilts and Net Losses and Distributable Cash Flow of each Member set forth on Exhibit A attached to this Agreement. 1.40. "Permitted Transferee" means any member of the Member's Immediiate Family, or an Organization controlled by such Member or by members of the Member's Immediate Family. 333844.2 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 5 1.41. "Person" means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company or other entity, domestic or foreign, permitted to be a member of a limited liability company under the Act. 1.42. "Proceeding" means any administrative, judicial or other adversary proceeding, including, without limitation, litigation, arbitration, administrative adjudication, mediation, and appeal or review of any of the foregoing. 1.43. "Project" means the Real Property acquired by the Company and all improvements presently existing or to be constructed thereon, and all repairs, replacements or renewals thereof, together with all personal property acquired incident to the operation thereof. 1.44. "Property" means any property, real or personal, tangible or intangible, including Money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future. 1.45. "Real Property" means the real property located in the City of Carlsbad, County of San Diego, State of California, as more particularly described on Exhibit B-1 (the "Robertson Acreage"), and Exhibit B-2 (the "Calavera Hills II Acreage") attached hereto and made a part hereof. 1.46. "Regulations" means, except where the context indicates otherwise, the permanent, temporary, proposed, or proposed and temporary Regulations of the Department of the Treasury under the Code, as such Regulations may be lawfully changed from time to time. 1.47. "Residential Lot" means any parcel or lot of the Real Property which is subdivided and zoned for a single family detached or multi-family dwelling unit regardless of the legal structure which may be used to convey ownership to a customer in the ordinary course, i.e., single family detached residential lots, planned residential developments, and other forms of common interest subdivisions (e.g., "cloud condominiums"). 1.48. "Substitute Member" means an Assignee who has been admitted as a Member and who therefore has all of the rights and obligations of membership pursuant to this Operating Agreement. 1.49. "Taxable Year" means the Taxable Year of the Company as determined pursuant to § 706 of the Code. 1.50. "Taxing Jurisdiction" means any state, local or foreign government that collects tax, interest or penalties, however designated, on any Member's share of the income or gain attributable to the Company. Article 2 FORMATION 2.1. Organization. The Initial Members organized the Company as a limited liability company pursuant to the provisions of the Act effective as of July 1, 1998. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page6 2.2. Agreement. For and in consideration of the mutual covenants contained in this Operating Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its tenns. It is the express intent of the Member that this Operating Agreement shall be the sol~: source of agreement of the Member; and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax law by reference to sections of the Code or the Regulations or is expressly prohibited by or is ineffective under the Act, this Operating Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule. In the event the Act is subsequently amended or interpn~ted in such a way as to make valid any provision of this Operating Agreement that was formt:rly invalid, such provision shall be considered to be valid from and after the effective date of such interpretation or amendment. 2.3. Name. The name of the Company is CALAVERA HILLS II LLC, a. California limited liability company, and all business of the Company shall be conducted unde:r that name or under any other name, but in any case, only to the extent permitted by applicable law. 2.4. Effective Date. This Operating Agreement shall be or become effe1;tive on the Effective Date. 2.5. Term. The Company shall be dissolved and its affairs wound up in accordance with the Act and this Operating Agreement, on December 31, 2012, unless the term is extended by amendment to this Operating Agreement and the Articles, or unless the Company is sooner dissolved and its affairs wound up in accordance with the Act or this Operating Agreement. 2.6. Registered Agent And Office. The registered agent for the servicf: of process and the registered office shall be that Person and location reflected in the Articles as filed with the Secretary of State. The Manager may from time to time change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agc::mt ceases to act as such for any reason or the registered office changes, the Manager shall promptly designate a replacement registered agent or file a notice of change of address as the case may be. If the Manager fails to designate a replacement registered agent or change of address of the registered office, any Member may designate a replacement registered agent or file a notice of change of address; and any Member taking any such action shall Notify the other Members of the action taken. 2.7. Principal Office And Branch Offices. The Principal Office of the Company shall be located at 12865 Pointe Del Mar, Suite 200, Del Mar, California 92014. The Company may establish such branch offices as the Manager from time to time deems reasonable and necessary to conduct the business of the Company. Article 3 NATURE OF BUSINESS 3.1. Business Purpose. Subject to the terms and conditions of this: Operating Agreement, the Company may engage in any lawful business permitted by the Act or the laws of 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 7 any jurisdiction in which the Company may do business. The Company shall have the authority to do all things necessary, proper or convenient to accomplish its purpose and operate its business as described in this Article 3. The specific initial purpose of the Company is 3.1.1. To enable the Member(s) to collaborate on obtaining entitlements for the development of the Real Property resulting in Residential Lots suitable for development independently by each Member. 3.1.2. To convey Residential Lots to the Member(s) in accordance with the terms and conditions of this Operating Agreement. 3.1.3. To establish a budget for obtaining the entitlements and to do the work specified in the budget. 3.1.4. In general, to do and perform everything which may be reasonably necessary, advisable, suitable or proper for the conduct of the Company's business and for the carrying out of the purposes and objectives enumerated in any Business Plan approved by the Member(s) and in this Operating Agreement. The provisions of this Article 3 shall require the unanimous written consent of the Member(s) to amend or modify in any respect. The Company exists only for the purpose specified in this Article 3, and shall not conduct any other business without the unanimous prior written consent of the Members. Notwithstanding anything in this Operating Agreement to the contrary, the authority and power granted under this Operating Agreement to the Manager to bind the Company shall be limited to actions necessary, proper or convenient to effect any Business Plan approved by the Member(s) and the business purpose stated in this Article 3. Article 4 ACCOUNTING AND RECORDS 4.1. Records To Be Maintained. The Company shall maintain the following records at the Principal Office: 4.1.1. A current list of the full name and last known business or residence address of each Member and of each Assignee set forth in alphabetical order, together with the Capital Contribution and the share in Net Profits and Net Losses of each Member and each Assignee. 4.1.2. A copy of the Articles and all amendments thereto, together with any powers of attorney pursuant to which the Articles or any amendments thereto were signed and entered into. 4.1.3. The books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four ( 4) fiscal years. 4.1.4. If the Articles contain the statement described in § 17151 (b) of the Act, a current list of the full name and business or residence address of each Manager. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 8 4.1.5. Copies of the Company's federal, state, local and foreign income tax returns and reports, if any, for the six ( 6) most recent fiscal years. 4.1.6. Copies of this Operating Agreement, including all amendments thereto, together with any powers of attorney pursuant to which this Operating Agreement or any amendments thereto were signed and entered into. 4.1.7. Any financial statements of the Company for the six (6) most recent fiscal years. 4.1.8. A writing, or other data compilation from which information can be obtained through retrieval devices into reasonably usable form, setting forth the following: (a) The amount of Money and a description and statement of the agreed value of the other Property or services contributed by each Member and which each Member has agreed to contribute. (b) The times at which or events on the happening of which any additional Commitments agreed to be made by each Member are to be made. (c) Any right of a Member to receive, or of the Compallly to make, Distributions to a Member, including a return of all or any part of the Memher's Capital Contribution. 4.2. Reports To Member(s). 4.2.1. The Manager shall provide reports at least monthly to the Member(s). This provision does not apply to Assignees who are not Substitute Members. 4.2.2. The Manager shall provide the Member(s) with those information returns required by the Code and California law. 4.3. Accounts. The Manager shall maintain a record of each Memb~~r's Capital Account in accordance with Article 8. 333844.2 Article 5 NAMES AND ADDRESS OF MEMBER The name and address of the Member is as follows: BROOKFIELD TAMARACK LLC 12865 Pointe Del Mar, Suite 200 Del Mar, California 92014 Telecopier: (858) 259-6975 Attention: Mr. Stephen P. Doyle Mr. Larry Cortes Second Amended and Restated Operating Agreement ofCalavera Hills II LLC Page 9 Article 6 RIGHTS AND DUTIES OF MEMBER(S) 6.1. Management Rights. Each Member shall be entitled to vote on any matter submitted to a vote of the Member(s). All matters in which a vote ofthe Member(s) is required shall require the consent of all of the Member(s), including but not limited to, the following actions: 6.1.1. Any amendment to the Articles or to this Operating Agreement. 6.1.2. Approval of the transfer of a Membership Interest and admission of an Assignee as a Substitute Member; provided, however, any Assignee of Tamarack in which Tamarack or Brookfield Homes, Inc., (an Affiliate of Tamarack) holds an ownership interest greater than fifty percent (50%) membership interest, shall be automatically deemed approved and admitted as a Substitute Member. 6.1.3. The continuation of the business of the Company after a Dissolution Event. 6.2. Majority Defined. Whenever any matter is required or allowed to be approved by a Majority of the Members (if there are more than one (1) Member) or by a Majority of the remaining Members (if there are more than one (1) Member) under the Act or this Operating Agreement, such matter shall be considered approved, consented to or ratified upon the receipt, either in writing or at a meeting of the Member(s), of the unanimous affirmative approval or consent of the Member(s), including any Additional Members and any Substitute Members. 6.3. Meetings Of Member(s). The Member(s) shall hold periodic meetings at such time and place agreed to by the Member(s). In the event that the Member(s) wish to hold a formal meeting ("Meeting") for any reason, the following procedures shall apply: 6.3.1. Any one (1) Member may call a Meeting of the Member(s) by giving Notice of the time and place of the Meeting at least forty-eight (48) hours prior to the time of the holding of the Meeting. The Notice need not specify the purpose of the Meeting, or the location if the Meeting is to be held at the principal executive office of the Company. 6.3.2. A Majority of Members (if there are more than one (1) Member) shall constitute a quorum for the transaction ofbusiness at any Meeting of the Members. 6.3.3. The transactions of the Member(s) at any Meeting, however called or noticed, or wherever held, shall be as valid as though transacted at a Meeting duly held after call and notice if a quorum is present and if, either before or after the Meeting, each Member not present signs a written waiver of Notice, a consent to the holding of the Meeting, or an approval of the minutes of the Meeting. 6.3.4. A Member may participate in the Meeting through the use of a conference telephone or similar communications equipment, provided that all Members (if there are more than one (1) Member) participating in the Meeting can hear one another. 333844.1 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 10 6.3.5. The Member(s) shall keep or cause to be kept with the books and records of the Company full and accurate minutes of all Meetings, Notices and waivers of Notices of Meeting, and all written consents in lieu of Meetings. 6.4. Liability Of Members. No Member shall be liable as such for Company Liabilities. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Act shall not be grounds for imposing personal liability on the Member(s), on the Manager, or on the officers (if any) for any or all Company Liabilities. 6.5. Indemnification. To the fullest extent provided or allowed by Califomia law, the Company shall indemnify, defend, protect and hold the Member(s), the Manager, the officers, if any, the employees and the agents of the Company harmless for any and all costs, losses, liabilities and damages incurred, paid or accrued by such Member, Manager, officer, employee or agent arising from, out of or in connection with the business of the Company. 6.6. Representations And Warranties. Each Member, and in the case of an Organization, signing this Operating Agreement on behalf of the Organization, hereby represents and each Person warrants to the Company and to each other Member that: 6.6.1. The Member or Person is cognizant of the limitation on transferability of the Interests provided by the Securities Act of 1933 and the Securities Act Rule 147, and agrees to be bound thereby. Each Member or Person further represents that he is a resident of the State of California. 6.6.2. He or she is purchasing his or her Membership Interest for his or her own account and not on behalf of any other Person or Persons and not with a view to or for sale in connection with any distribution of the Membership Interest. 6.6.3. THE MEMBERSHIP INTERESTS PURCHASED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE ON THE INTRASTATE OFFERING EXEMPTION CONTAINED IN SECTION 3(a)(ll) OF THAT ACT AND RULE 147 PROMULGATED UNDER THAT RULE. IT IS UNLAWFUL TO SELL OR OTHERWISE TRANSFER THESE SECURITIES OR AN INTEREST IN THEM TO ANY PERSON WHO IS NOT A BONA FIDE RESIDENT OF THE STATE OF CALIFORNIA FOR A PERIOD OF NINE (9) MONTHS FROM THE LAST SALE BY THE ISSUER OF SUCH MEMBERSHIP INTERESTS. Article 7 MANAGER 7.1. Authority Of Manager To Bind Company. The Manager shall be Stephen P. Doyle. Only the Manager and agents of the Company authorized by the Manager shall have the authority to bind the Company; provided, however, the authority of the Manager is subject to the limitations stated in the last sentence of Article 3 above. No Member (other than the Manager, if the Manager is a Member) shall take any action as a Member to bind the Company, and shall 333844.2 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page II indemnifY the Company for any liabilities, costs or damages incurred by the Company as a result of the unauthorized action of such Member. To carry out its purpose, and not in limitation thereof, the Company is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose; and for the protection and benefit of the Company, the Manager has the power, on behalf of the Company, to do all things necessary, proper or convenient to carry out the business and flairs of the Company, including, without limitation: 7.1.1. Instituting, prosecuting and defending any Proceeding in the Company's name, including compromising, submitting to arbitration or judicial reference, suing on or defending all claims in favor of or against the Company. 7.1.2. Purchasing, receiving, leasing, otherwise acqumng, owning, holding, improving, managing, operating, maintaining, protecting, preserving and otherwise dealing with Property (including Company Property), wherever located. 7.1.3. Processing tentative and final subdivision maps and parcel maps for Company Property (or Property the Company is considering acquiring), including carrying out all engineering and other work necessary or proper for obtaining any and all governmental and other approvals required therefor, including, but not limited to, land planning, zoning and rezoning, obtaining variances, conditional use permits and other land use approvals, surveying, testing and performing feasibility and other studies. 7.1.4. Keeping and maintaining in full force policies of insurance of the types, amounts and with insurance carriers or sureties deemed adequate in the discretion of the Manager and which are customary under similar circumstances to cover risks of the business of the Company, naming the Company and each Member as named insureds or obligees, or as additional insureds or obligees, as their interests may appear, and providing for thirty (30) days written notice to each of the parties prior to the termination, cancellation or modification of such bonds or insurance policies. The Company shall obtain General Public Liability Insurance in an amount not less than $1,000,000 combined single limit. 7.1.5. Negotiating and entering into contracts and guaranties; incurring liabilities; acquiring all assets and services necessary or proper in furtherance of the Company's business, including retaining attorneys, accountants, financial advisers and other professional advisers and consultants; provided. 7.1.6. Conducting the Company's business, establishing Company offices and exercising the powers of the Company within or without the State. 7.1.7. Appointing employees and agents of the Company, defining their duties and establishing their compensation. 7.1.8. Making donations to the public welfare or for religious, charitable, scientific, literary or educational purposes. 333844.2 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 12 7.1.9. Making payments or donations, or performing any other acts that further the business and affairs of the Company. 7.1.10. Paying compensation or additional compensation to any or all Members and employees on account of services previously rendered to the Company, whether or not an agreement to pay such compensation was made before such services were rendered. 7.1.11. Indemnifying the Member(s) or any other Person. 7.1.12. Paying or reimbursing the Organization Expenses. 7.1.13. Engaging in any kind of activity and performing and carrying out contracts of any kind necessary or proper to, or in connection with or incidental to accomplishing the purposes of the Company, as may be lawfully carried on or performed by a Company under the laws of California and each state in which the Company is then qualified to do business. 7.1.14. Exercising all of the powers otherwise granted to a limited liability company pursuant to the terms and conditions of the Act. 7.2. Act of Manager is Valid Act of Company. The act of the Manager in carrying on the ordinary and customary business and affairs of the Company shall be deemed the valid act of the Company, and no person dealing with the Company shall have any obligation to inquire into the power or authority of the Manager acting on behalf of the Company. 7.3. Manager's Standard Of Care. The Manager's duty of care in the discharge of the Manager's duties to the Company and the Members is limited to refraining from engaging in negligent or reckless conduct, intentional misconduct or a knowing violation of law. In discharging the Manager's duties, the Manager shall be fully protected in relying in good faith upon the records required to be maintained under Article 4 above and upon such :information, opinions, reports or statements by the Member(s), agents of the Company or by any other Person with respect to matters the Manager reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements with n~spect to the value and amount of the assets, liabilities, profits or losses of the Company, or any other facts pertinent to the existence and amount of assets from which Distributions to the Member(s) might properly be paid. 7.4. Removal Of The Manager. The Manager may be removed for "Cause" by the affirmative vote of all of the Members (if there are more than one (1) Member) excllusive of the vote of the Manager in its capacity as a Member. "Cause" means: Manager; or 333844.2 (a) A determination of fraud or misrepresentation on b1~half of the (b) The filing of any bankruptcy petition on behalf of the Manager; or (c) Confessing a judgment against the Company; or Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 13 (d) Doing any act that would make it impossible to carry on the business of the Company; or (e) The material breach of any covenant not to compete or for confidentiality as required by this Operating Agreement. The determination of Cause shall be made by a third party Arbitrator in accordance with the applicable arbitration rules of the American Arbitration Association. If the Manager is removed, a replacement Manager shall be elected by the affirmative vote of a Majority of the Members (if there are more than one (1) Member), exclusive of the vote of the Manager in its capacity as a Member. 7.5. Officers. 7.5.1. From time to time, the Manager may designate one or more individuals to be officers of the Company. No officer need be a resident of the State of California, a Member or the Manager. Any officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate. The Manager may assign titles to particular officers, including, without limitation, a chair or a president, or both, a secretary, a chief financial officer, and any other officers with such titles, powers, and duties as shall be specified in the Articles or this Operating Agreement, or as determined by the Manager. Unless the Manager decides otherwise, if the title is one commonly used for officers of a profit corporation formed under the California General Corporation Law in the California CORPORATIONS CODE, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation or reservation of authority and delegation of duties made to such officer by the Manager pursuant to the Manager's assigning titles to particular officers. Each officer shall hold office until (i) a successor is duly designated and qualifies; (ii) until the officer's death or resignation; (iii) the officer is removed in the manner hereinafter provided; or (iv) the Manager eliminates the office held by the officer. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Manager. 7 .5.2. Any officer may resign as such at any time, Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Manager. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Manager whenever in the Manager's judgment the best interests of the Company will be served thereby; provided, however, such removal shall be without prejudice to the contract rights, if any, of the officer so removed under a written contract between the officer and the Company. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Company may be filled by the Manager. 3338441 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 14 Article 8 CONTRIBUTIONS AND CAPITAL ACCOUNTS 8.1. Contributions. 8.1.1. The value of the initial Capital Contribution of current sole Member shall be as set forth on Exhibit A. 8.1.2. No interest shall accrue on any Capital Contribution and no Member shall have the right to withdraw or be repaid any Capital Contribution except as provided in this Operating Agreement. 8.1.3. Each Additional Member shall make the Initial Capital Contribution described in the Admission Agreement. The value of the Additional Member's Initial Capital Contribution and the time for making such contribution shall be set forth in th~: Admission Agreement. 8.2. Additional Contributions. In addition to the Initial Capital Contribution and the Commitments, the Manager may, but is not obligated to, determine from time to time that additional contributions are needed to enable the Company to conduct its business. Upon making such determination, the Manager shall notify the Member(s) in writing at least ten (10) Business Days before the date on which such contribution is due. Such Notice shall set forth the amount of additional contribution needed, the purpose for which the additional contribution is needed, and the date on or before which the Member(s) should contribute. Any determination of the Manager that additional Capital Contributions are required shall be deemed Commitments. Except to the extent of a Member's unpaid Commitment, no Member shall be obligated to make any such additional contributions. 8.3. Maintenance Of Capital Accounts. The Company shall establish and maintain Capital Accounts for each Member and Assignee. Each Member's Capital Account shall be increased by (a) the amount of any Money actually contributed by the Member to tlbe capital of the Company; (b) the fair market value of any Property contributed, as determined by the Company and the Contributing Member at arm's length at the time of contribution (net of liabilities assumed by the Company or subject to which the Company takes title to such Property, within the meaning of§ 752 of the Code); and (c) the Member's share of Net Profits and of any separately allocated items of income or gain, except adjustments pursuant to the Codle (including any loss or deduction and income from unrealized income with respect to accounts receivable allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). Each Member's Capital Account shall be decreased by (i) the amount of any Money actually Distributed to the Member by the Company; (ii) the: fair market value of any Property Distributed to the Member, as determined by the Company and the Member at arm's length at the time of Distribution (net of liabilities ofthe Company assumed by the Member or subject to which the Member takes such Property, within the meaning of§ 752 of the Code); and (iii) the Member's share of Net Losses and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the Member). 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 15 8.4. Distribution Of Assets. If the Company at any time Distributes any of its assets in-kind to any Member in a liquidating Distribution, the Capital Account of each Member shall be adjusted to account for that Member's allocable share (as determined under Article 9 below) of the Net Profits or Net Losses that would have been realized by the Company had it sold the assets that were distributed at their respective fair market values immediately prior to their distribution. For the purpose of liquidating distributions of assets in-kind, each Distribution shall be based on an equal distribution such that each Member shall be allocated equally Company Property based on fair market value. 8.5. Sale Or Exchange Of Interest. In the event of a sale or exchange of some or all of the Member's interest in the Company, the Capital Account of the transferring Member shall become the Capital Account of the Assignee, to the extent it relates to the portion of interest transferred. 8.6. Compliance With Section 704(b) Of Code. The provisions of this Article 8 as they relate to the maintenance of Capital Accounts are intended, and shall be construed and, if necessary, modified, to cause the allocations of profits, losses, income, gain and credit pursuant to Article 9 below to have substantial economic effect under the Regulations promulgated under § 704(b) of the Code, in light of the Distributions made pursuant to Article 9 below and Article 14 below and the Capital Contributions made pursuant to this Article 8. Notwithstanding anything herein to the contrary, this Operating Agreement shall not be construed as creating a deficit restoration obligation or otherwise personally obligate any Member to make a Capital Contribution in excess ofthe initial Capital Contribution. Article 9 ALLOCATIONS AND DISTRIBUTIONS 9.1. Distributions. After providing for the satisfaction of all the current debts and obligations of the Company and after any required payments on any loan or other financing, the Company shall, as soon as reasonably practical, make from time to time Distributions and annual adjusting Distributions of the Company's Net Cash Flow available for Distribution, including distributions of Net Cash Flow from operations, and net proceeds available on dissolution and winding up of the Company (such Net Cash Flow and net proceeds on dissolution and winding up of the Company being herein sometimes referred to as the "Distributable Cash") in each case after establishment of appropriate and reasonable reserves, to Member. 9.2. Allocations of Net Profit and Net Loss. Net Loss and Net Profit, as defined in Section 1 above, shall be allocated to Member. Article 10 TAXES 1 0.1. Elections. The Manager may make any tax elections (including any revocations of previously-made elections) for the Company allowed under the Code or the tax laws of any state or other jurisdiction having Taxing Jurisdiction over the Company. 333844.2 Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 16 10.2. Taxes Of Taxing Jurisdictions. To the extent that the laws of any Taxing Jurisdiction require, each Member requested to do so by the Manager will submit an agreement indicating that the Member will make timely income tax payments to the Taxing Jurisdiction and that the Member accepts personal jurisdiction of the Taxing Jurisdiction with re:gard to the collection of income taxes attributable to the Member's income, and interest and penalties assessed on such income. If the Member fails to provide such agreement, the Company may withhold and pay over to such Taxing Jurisdiction the amount of tax, interest and penalty determined under the laws of the Taxing Jurisdiction with respect to such income. Any such payments with respect to the income of a Member shall be treated as a Distribution for purposes of Article 9 above. The Manager may, where permitted by the rules of any Taxing Jurisdiction, file a composite, combined or aggregate tax return reflecting the income of the Company, and pay the tax, interest and penalties of some or all of the Member( s) on such income to the Taxing Jurisdiction, in which case the Company shall inform the Member(s) of the amount of such tax, interest and penalties so paid. 10.3. "Tax Matters Partner". Tamarack shall act as "tax matters partner" of the Company pursuant to§ 623l(a)(7) of the Code. Any Member designated as "tax matters partner" shall take such action as may be necessary to cause a different Member to become a "notice partner" within the meaning of § 6223 of the Code. 10.4. Method Of Accounting. The records of the Company shall be maintained on an accrual basis method of accounting. Article 11 INTENTIONALLY DELETED Article 12 INTENTIONALLY DELETED Article 13 DISSOLUTION AND WINDING UP 13.1. Dissolution. The Company shall be dissolved and the affairs of the Company shall be wound up upon the first to occur ofthe following Dissolution Events: 13.1.1. The expiration of the term, unless the Member(s) agrees pursuant to Subsection 6.1.3 above to continue the business of the Company. 13.1.2. The unanimous written consent of the Member(s) to dissolve the Company and wind up its affairs. 13.1.3. The earlier to occur of the death, retirement, resignation, expulsion, bankruptcy or dissolution of Member or the occurrence of any other event which tetminates the continued membership of Member in the Company, including any event of dissolution specified in the Articles, entry of a decree of judicial dissolution pursuant to California Corporations Code § 17351 or Member's vote. 333844.2 Second Amended and Restated Operating Agreement ofCalavera Hills II LLC Page 17 13.2. Effect Of Dissolution. Upon dissolution, the Company shall cease carrying on, as distinguished from winding up, the business of the Company. The Company is not terminated, but continues until the winding up of the affairs of the Company is completed and the Certificate of Cancellation has been issued by the Secretary of State. 13.3. Distribution Of Assets On Dissolution. Upon winding up the Company, the Company Property shall be distributed: 13.3.1. To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of the Company Liabilities. 13.3.2. To each Member in accordance with its positive Capital Account balance, taking into account all Capital Account adjustments for the Company's Taxable Year in which the liquidation occurs. Liquidation proceeds shall be paid within sixty (60) days after the end of the Company's Taxable Year or, if later, within ninety (90) days after the date of liquidation. Such distributions shall be in Money or Property or partly in both, and the allocations between Money and Property may vary, all as determined by the Manager in its discretion. 13.4. Winding Up And Certificate Of Cancellation. The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining Property and assets of the Company have been distributed to the Member(s). Upon completion of winding up of the Company, a Certificate of Cancellation shall be delivered to the Secretary of State for filing. The Certificate of Cancellation shall set forth the information required by the Act. Article 14 AMENDMENT 14.1. Operating Agreement May Be Modified. This Operating Agreement may be modified as provided in this Article 14 (as the same may from time to time be amended). No Member shall have any vested rights in this Operating Agreement which may not be modified through an amendment to this Operating Agreement. 14.2. Amendment Or Modification Of Operating Agreement. This Operating Agreement may be amended or modified from time to time only by a written instrument signed by the Member(s) pursuant to Subsection 6.1.1 above. 333844.2 Article 15 INTENTIONALLY DELETED Article 16 INTENTIONALLY DELETED Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 18 Article 17 MISCELLANEOUS PROVISIONS 17.1. No Partnership Intended For Non-Tax Purposes. The Company was formed under the Act as a limited liability company, and is expressly not intended to be a partnership under either the California Uniform Partnership Act or the California Revised Uniform Limited Partnership Act. 17.2. Rights Of Creditors And Other Persons Under Operating Agreement. This Operating Agreement is entered into among the Company and the Member(s) for the exclusive benefit of the Company, its Member(s), and their successors and assigns. Thi8 Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or other Person shall have any rights under this Operating Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise. Except as expressly provided in the Act, nothing in this Operating Agreement shall: (a) confe~r any rights or remedies under this Agreement on any person other than Member and the Company and their respective successors and assigns; (b) relieve or discharge the obligation or liability of any third person to any party hereto; or (c) give any third person any right of subrogation or ac:tion over or against any party to this Operating Agreement. 17.3. Judicial Reference. Any dispute, controversy or claim arising from, out of or in connection with, or relating to, this Operating Agreement or any breach or alleged breach of this Operating Agreement, except allegations of violations of Federal or State securities laws, shall be submitted to Judicial Arbitration and Mediation Services, Inc. ("JAMS") for general reference without a jury pursuant to California CODE OF CIVIL PROCEDURE § 638, et seq. If any party refuses to stipulate to a general reference, the other party(ies) may move the court to refer the action. Once the action has been referred, the parties shall jointly select a member Jlfom JAMS' panel as referee; if the parties cannot agree on a referee within ten (1 0) days after the reference, JAMS shall select the referee, subject to challenge only pursuant to CODE OF CIVIL PROCEDURE§ 641 within ten (10) days after notice of JAMS' choice. The referee shall hear the matter as soon as he or she is able, or on such later date to which the parties agree in writing. 17.4. Attorneys' Fees. In the event suit is brought to enforce or interpret any part of this Operating Agreement, the prevailing party shall be entitled to recover as an ekment of his costs of suit, and not as damages, reasonable attorneys' fees to be fixed by the court. The "prevailing party" shall be the party entitled to recover its costs of suit, whether or not the suit proceeds to final judgment. A party not entitled to recover costs shall not recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for the purposes of determining whether a party is entitled to recover its costs or attorneys' fees. 17 .5. Burden And Benefit. The covenants and agreements contained in this Operating Agreement shall be binding upon and inure to the benefit of the Member(s) and its or their respective heirs, executors, administrators, successors and assigns. 333844.2 Second Amended and Restated Operating Agreement ofCalavera Hills II LLC Page 19 17.6. Applicable Law. This Operating Agreement shall be construed and enforced in accordance with the laws ofthe State of California. 17.7. Submissions To Members. The Manager shall notify the Member(s) of any proposal or other matter required by any provision of this Operating Agreement or by law to be voted upon by the Member(s) for its or their consideration and approval. 17.8. Descriptive Headings. The table of contents and the headings of the Sections and Subsections of this Operating Agreement are inserted for convenience only, shall not be deemed to be a part of this Operating Agreement and in no way define, limit, extend or describe the scope or intent of any provisions of this Operating Agreement. 17.9. Interpretation. In this Operating Agreement, "herein", "hereunder", and references of similar import shall be interpreted as "in this Operating Agreement", "under this Operating Agreement" and generally as references to this entire Operating Agreement and all of its provisions, rather than as references to any particular section, subsection or provision of this Operating Agreement. 17.1 0. Counterparts. This Operating Agreement may be signed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one Operating Agreement, binding on all parties, notwithstanding that all the parties have not signed the same counterparts. 17 .11. Severability Of Provisions. Each provision of this Operating Agreement shall be considered severable, and if for any reason any provision which is not essential to effect the basic purposes of this Operating Agreement is determined to be invalid and contrary to any existing or future law, then such invalidity shall not impair the operation of or affect those provisions of this Operating Agreement which are valid. 17.12. Entire Agreement. This Operating Agreement, including information and exhibits incorporated in this Operating Agreement by reference, sets forth all (and is intended by all parties to be an integration of all) of the representations, promises, agreements and understandings among all the parties with respect to the Company, the business of the Company and the Property, and there are no representations, promises, agreements or understandings, oral or written, express o r implied, among them other than as set forth or incorporated in this Operating Agreement. 17 .13. Saving Clause. If and to the extent any provision of this Operating Agreement is, or is found by an arbitrator or court of competent jurisdiction to be, prohibited under, contrary to or ineffective under the Act, this Operating Agreement shall be considered amended to the smallest degree necessary to make this Operating Agreement conform to the Act and effective under the Act. 17.14. Company Legal Counsel. Legal counsel to the Company is also legal counsel to the Member. The Company and Member waive any conflict and agree to execute on the Company's or Member's behalf any consent to representation of the Company and/or Member 333844.2 Second Amended and Restated Operating Agreement of Calavera Hills II LLC Page 20 that legal counsel may reasonably request pursuant to the California Rules of Professional Conduct or similar rules in another jurisdiction ("Rules"). 333844.2 IN WITNESS WHEREOF, we have signed this Agreement effective as of June 1, 2008. BROOKFIELD TAMARACK LLC a Delaware limited liability company Second Amended and Restated Operating Agreement of Cal avera Hills II LLC Page 21 Member Brookfield Tamarack LLC, a Delaware limited liability company c/o Brookfield Homes 12865 Pointe Del Mar, Suite 200 Del Mar, California 92014 Telecopier: {858) 259-6975 333844.2 EXHIBIT "A" Initial Capital Contribution and Value Exhibit A Page 1 $2,000.00 Interests 100% EXHIBIT B-1 Robertson Acreage LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: LOTS 2 THROUGH 11 INCLUSIVE OF CARLSBAD TRACT NO. 02-16, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15608, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 18, 2007, TOGETHER WITH PORTIONS OF GLEN AVENUE, WIND TRAIL WAY, COLLEGE BOULEVARD AND CANNON ROAD ADJACENT THERETO AS SHOWN ON SAID MAP TOGETHER WITH PARCEL 1 AND PARCEL 2 OF PARCEL MAP NO. 19804, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 3, 2005 AS INSTRUMENT NO. 2005- 0659805 OF OFFICIAL RECORDS, TOGETHER WITH PORTION OF CANNON ROAD ADJACENT THERETO AS SHOWN ON SAID MAP. Page 1 of 3 Page 2 of 3 EXHIBIT B-1 Robertson Acreage Lots 2 though 11 II !; /f !; /J 11 MAP 14724 I; If (f /J I; I; /; I; !; MAP 14706 (1 4 lOT 10 If I; /J I; R.O.S. 17111 I; I; LOT 5 PARCEL 1 ADJ 01-13 FILE No, 2001-08B50!J4 LOT' I{- [J)f2 tor o REMAINDER PARCEL PM 19804 R.o.s. 148/B R.O.S, 6018 -liiG{ OC aOAIII STUDY EXHIBIT B-1 Robertson Acreage Parcels 1 and 2 Page 3 of 3 EXHIBIT B-2 Calavera Hills II Acreage lEGAl DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: Those portions of Lots "E" and "J" of the Rancho Agua Hedionda, in the City of Carlsbad, County of San Diego, State of California, according to the partition Map thereof No. 823, filed in the Office of the County recorder of said County on November 16, 1896, described as follows: Beginning at the Northeasterly corner of the 493.70 acre of parcel of 1and as shown on record of survey map no. 9336, filed in the office of said County Recorder, being the Northerly terminus of that certain course shown thereon as North 01 degrees 57' 58" East, 610.78 feet; thence along the boundary of said record of survey no. 9336 the following courses: South 01 degrees 57'58" West, 610.78 feet; thence North 14 degrees 20'05" West, 173.76 feet; thence South 55 degrees 38'49" West, 223.72 feet; thence South 06 degrees 47'57" West, 453.91 feet; thence South 23 degrees 20'39" West, 178.18 feet; thence South 67 degrees 30'58" West, 104.71 feet; thence South 06 degrees 54'33" West, 213.56 feet; thence South 35 degrees 11'39" West, 151.59 feet; thence North 72 degrees 22'13" West, 179.56 feet; thence North 59 degrees 48'28" West 130.94 feet; thence North 10 degrees 25'27" West, 66.69 feet; thence North 79 degrees 42'34" West, 118.91 feet; thence North 43 degrees 09'17" West, 153.79 feet; thence North 81 degrees 24'19" West, 96.93 feet; thence South 07 degrees 40'28" West, 190.85 feet; thence South 08 degrees 24'37" East, 203.13 feet; thence South 28 degrees 28'28" East, 327.62 feet; thence South 13 degrees 32'31" West, 98.52 feet; thence South 59 degreE'.s 25'58" West, 133.58 feet; thence South 15 degrees 38'47" West, 352.73 feet; thence South 57 degrees 48'41" East, 56.66 feet; thence South 00 degrees 21'43" West, 2,179.75 feet; thence North 89 degrees 36'10" West, 265.41 feet; thence South 01 degrees 15'40" West, 150.31 feet; thence South 09 degrees 46'52" West, 112.81 feet; thence South 20 degrees 51'39" West, 126.01 feet; thence South 14 d_egrees 46'34" West, 57.07 feet; thence South 07 degrees 13'08" West, 135.35 feet; thence South 11 degrees 37'59" West, 65.22 feet; thence South 14 degrees 43'11" West, 159.95 feet; thence South 21 degrees 37'29" West, 190.15 feet; thence South 13 degrees 43'44" West, 781.93 feet; thence North 89 degrees 25'15" West, 2,080.35 feet to the Southeast corner of lot 140 of Carlsbad tract no. 76-12 Calavera Hills, according to map thereof no. 9935, filed in the office of the County Recorder of said County, December 16, 1980; thence continuing along the boundary of said record of survey map no. 9336 as follows: North 01 degrees 43'19" East, 610.00 feet; thence North 23 degrees 12'02" West, 720.30 feet; thence South 78 degrees 12'06" East, 319.76 feet; thence South 48 degrees 43'39" East, 335.00 feet; thence North 48 degrees 46'21" East, 250.00 feet; thence South 81 degrees 13'39" East, 210.00 feet; thence North 08 degrees 46'21" East, 980.00 feet; thence North 24 degrees 13'39" West, 770.00 feet to a tangent 1,000 foot radius curve, concave Easterly; thence Northerly along the arc of said curve, 301.73 feet through an angle of 17 degrees 17'17"; thence leaving said curve South 69 degrees 28'42" West, 1,408.19 feet to a point on the arc of a 1,042 foot radius curve, concave Northwesterly on the Easterly line of Tamarack Avenue, a radial line of said curve bears South 85 degrees 33'46" East, to said point; thence Southwesterly along the arc of said curve, 186.74 feet, through an angle of 10 degrees 16'06"; thence tangent to said curve South 14 degrees 42'20" West, 138.62 feet to a tangent 642 foot radius curve, concave Northwesterly; thence Southwesterly along the arc of said curve, 249.81 feet through an angle of 22 degrees 17'40"; thence tangent to said curve, South 37 degrees 00'00" West, 702.00 feet to a tangent 958 foot radius curve, concave Southeasterly; thence Southwesterly along the arc of said curve, 264.04 feet through an angle of 15 degrees 47'30"; thence tangent to said curve South, 21 degrees 12'30" West, 455.94 feet; thence North 00 degrees 36'38" East, 944.30 feet; thence North 89 degrees 25'06" West, 300.33 feet; thence South 00 degrees 34'54" West, 660.00 feet; thence North 89 degrees 2.5'06" West 317.29 feet; thence North 00 degrees 35'22" East, 987.58 feet; thence North 24 degrees 22'59" West, 517.37 feet to the Southeast corner of the land described in deed to Cedric E. Sanders, recorded December 29, 1983 as file no. 83-475916 of Official Records; thence along the boundary line of said land as follows: South 82 degrees 57'05" West, record South 82 degrees 59'47" West, 70.00 feet; thence North 24 degrees 22'59" West, record North 24 degrees 2.0'17" West, 95.00 feet; thence North 05 degrees 02'00" West, record North 04 degrees 59'18" West, 28.72 feet to a tangent 150 foot radius curve, concave Southwesterly; thence Northerly along the arc of said curve, 114.94 feet through an angle of 43 degrees 54'14"; thence tangent to said curve, North 48 degrees 56'14" West, record North 48 degrees 53'30" West, 2.2.76 feet; thence North 41 degrees 03'39" lEast, record North 41 degrees 06'30" East, 79.00 feet to said boundary line of record of survey map no. 9336; thence along said line North 24 degrees 22'59" West, 66.33 feet to an angle point on the Southwesterly Hne of the land described in deed to Me Millin Development, Inc., recorded December 29, 1983 as file no. 83·475914 of Official Records, being a point on the arc of a 470 foot radius curve, concave Northwesterly, a radial line of said curve bears South 48 degrees 56'10" East, (deed record South 48 degrees 53'30" East), to said point; thence along the boundary line of said land Northeasterly along the arc of said curve, 78.16 feet through an angle of 09 degrees 31'42" to a point of compound curvature with a curve, having a radius of 25 feet; thence Northerly and Northwesterly along the arc of said curve, 38.64 feet through an angle of 82. degrees 32'59" to a point of reversed curvature with a curve, having a radius of 742 feet; thence Northwesterly along the arc of said curve, 171.74 feet, through an angle of 13 de<;Jrees 15'39" to boundary line of record of survey map no. 9336; thence along said boundary line thereof as follows: thence North 24 degrees 22'59" West, 710.52 feet to an angle point tllereon; thence North 24 degrees 25'15" West, 1,805.09 feet; thence North 70 degrees 04'42" East, 515.00 feet; thence South 42 degrees 46'18" East 95.60 feet; thence South 43 degrees 00'00'' East, 380.00 feet; thence South 03 degrees 30'00" East1 190.00 feet; thence South 31 degrees 30'00" East1 360.00 feet; thence South 15 degrees 00'00" East, 140.00 feet; thence leaving said boundary South 28 degrees 37'41" East, 60.70 feet to an angle point in said boundary; thence along said boundary South 23 degrees 37'41" East, 482.64 feet; thence South 02 degrees 54'50" West1 350.00 feetj thence South 17 degrees 25'10" East, 430.00 feet; thence South 24 degrees 25'10" East, 490.00 feet; thence South 10 degrees 43'01" East, 257.35 feet; thence South 24 degrees 25'10" East, 430.00 feet; thence South 48 degrees 05'12" East1 200.00 feet; thence South 24 degrees 25'10" East, 300.00 feet; thence North 59 degrees 09'50" East 587.00 feet; thence North 43 degrees 26'16" East, 339.00 feet; thence South 79 degrees 57'54" East, 71.22 feet to a point on the arc of a 1,000 foot radius curve, concave Westerly, a radial line of said curve bears south 75 degrees 17'40" East to said point, being a point on the center line of Tamarack Avenue; thence Northerly along the arc of said curve, 581.64 feet, through an angle of 33 degrees 19'32"; thence tangent to said curve North 18 degrees 37'12" West, 583.42 feet to an angle point; thence leaving said boundary North 18 degrees 37'12" West, 378.89 feet to a tangent 300 foot radius curve, concave Westerly; thence Northerly along the arc of said curve, 78.73 feet through an angle of 15 degrees 02'11" to said boundary line of record of surv,ey map no. 9336; thence along said boundary North 79 degrees 14'50" East, 611.45 feet to an angle point; thence South 87 degrees 15'10" East, 77.00 feet; thence leaving said boundary North 04 degrees 01'32" East, 507.85 feet to a point in said boundary distant thereon South 80 degrees 35'00" East, 92.15 feet from an angle point thereon; thence along said boundary as follows: North 80 degrees 35'00" West, 92.15 feet; thence North 21 degrees 05'00" West, 444.98 feet to the beginning of a tangent 50.00 foot radius curve, concave Southerly; thence clockwise along the arc of said curve, through a central angle of 129 degrees 05'00", a distance of 112.55 feet; thence tangent to said curve, South 72 degrees 00'00" East, 88.57 feet to the beginning of a tangent 50.00 foot radius curve, concave Northerly; thence counterclockwise along the arc of said curve, through a central angle of 79 degrees 57'49", a distance of 69.78 feet to a point of reverse curvature with a 2,000 foot radius curve, concave Southeasterly, a radial line to said point bears North 61 degrees 57'49" West; thence Northeasterly along the arc of said curve, through a central angle of 15 degrees 42'39", a distance of 548.41 feet to a point in the arc of said curve, to which a radial line bears North 46 degrees 15'10" West; thence along a non- tangent line North 59 degrees 51'57" East, 804.25 feet; thence North 13 degrees 27'33" West, 360.00 feet to the North line of said record of survey no. 9336; thence Notth 89 degrees 19'07" East, 1,113.53 feet; thence North 89 degrees 19'35" East, 2,580.31 feet to the point of beginning. Excepting that portion of lot J described as follows: Beginning at the most Northeasterly corner of carlsbad tract no. 81-47 in said City and state according to map thereof no. 10565, filed in the office of the County Recorder of San Diego County on January 17, 1983; thence South 69 degrees 28'42" West, 754.99 feet (record 754.89 feet per map no. 10565) along the Northerly subdivision boundary of said tract no. 81-47 to the most Northwesterly corner of said tract no. 81-47, said point being on the center line of Glasgow Drive as dedicated to the public per map no. 10565; thence continuing South 69 degrees 28'42" West, 30.02 feet to the Westerly tine of Glasgow Drive; thence along the Easterly line of an easement For public roadway purposes per document recorded February 26, 1986 as file no. 86- 075424 of Official Records, North 18 degrees 37'12" West, 460.04 feet to the true point of beginning; thence leaving said Westerly line South 71 degrees 22'46" West, 130.00 feet; thence North 18 degrees 37'12" West, 150.00 feet to the Southerly line of said easement for public roadway purposes per document recorded February 26, 1986 as file no. 86-075424 of Official Records; thence along said Southerly line, North 71 degrees 22'48" East, 105.00 feet to the beginning of a tangent curve, concave Southwesterly and having a radius of 25.00 feet; thence Northeasterly, Easterly and Southeasterly along the arc of said curve, through a central angle of 90 degrees 00'00", 39.27 feet; thence along the Westerly line of said easement for public roadway purposes per document recorded February 26, 1986 as file no. 86-075424 of Official Records South 18 degrees 37'12" East, 125.00 feet to the true point of beginning. Also excepting that portion of lot J described as follows: Beginning at the most Northeasterly corner of carlsbad tract no. 81-47 in said City and state, according to map thereof no. 10565, filed in the office of the County Recorder of San Diego County on January 17, 1983; thence South 69 degrees 28'42" West, 754.99 feet (record 754.89 feet per map no. 10565) along the Northerly subdivision boundary of said tract no. 81-47 to the most Northwesterly corner of said tract no. 81-47, said point being on the center line of Glasgow Drive, as dedicated to the public per map no. 10565; thence continuing South 69 degrees 28'42" West, 30.02 feet to the Westerly line of Glasgow Drive, the true point of beginning; thence continuing South 69 degrees 28'42" West, 623.26 feet to a point on the Easterly line of an easement for public roadway purposes per document recorded July 24, 1985 as file no. 85- 263533 of Official Records, said point being on a curve, concave Westerly and having a radius of 1,042.00 feet, a radial line to said point bears South 85 degrees 33'46" East, thence Northwesterly along said Easterly line of Tamarack Avenue along the arc of said curve, through a central angle of 23 degrees 03'26", 419.33 feet; thence North 18 degrees 37'12" West, 197.62 feet to the beginning of a tangent curve, concave Southeasterly and having a radius of 25.00 feet; thence Northwesterly, Northerly and Northeasterly along the arc of said curve, through a central angle of 90 degrees 00'00", 39.27 feet; thence along the Southerly line of an easement for public roadway purposes per document recorded February 26, 1986 as file no. 86-075424 of Official Records North 71 degrees 22'48" East, 384.68 feet; thence leaving said Southerly line South 18 degrees 37'12" East, 150.00 feet; thence North 71 degrees 22'48" East, 130.00 feet to the Westerly line of said easement for public roadway purposes per document recorded February 26, 19B6 as file no. 86-075424 of Official Records; thence along said Westerly line, South 18 degrees 37'12" East, 460.04 feet to the true point of beginning. Also excepting that portion of Lot "J" described as follows: Beginning at an angle point in the boundary of record of survey map no. 9336, filed in the office of the County Recorder of San Diego County, being the Northerly terminus of that certain course shown as North 29 degrees 40'59" East, 420.00 feet and representing the center line of proposed College Boulevard as shown on sheet 2 of 3 of said record of survey map no. 9335; thence South 29 degrees 40'59" West, along the boundary of said record of survey no. 9336 and its Southwesterly prolongation, a distance of 586.52 feet to the beginning of a tangent 1,000.00 foot radius curve, concave Southeasterly; thence Southwesterly along the arc of said curve, through a central angle of 13 degrees 32'52", a distance of 236.45 feet; thence leaving said curve North 73 degrees 51'53" West, along the prolongation of a radial line to said curve, a distance of 1!55.70 feet to the beginning of a tangent 1,000.00 foot radius curve, concave Southerly; thence Westerly along the arc of said curve, through a central angle of 34 degrees 59' 19", a distance of 606.59 feet; thence South 71 degrees 22'48" West, 825.88 feet; thence at right angles North 18 degrees 37'12" West, a distance of 688.69 feet to the beginning of a tangent 300.00 foot radius curve, concave Westerly; thence Northerly along the arc of said curve, through a central angle of 15 degrees 04'39", a distance of 78.95 feet; thence leaving said curve along a non-tangent line North 79 degrees 14'50" East, 611.50 feet; thence South 87 degrees 15'10" East, 77.00 t1~et; thence North 04 degrees 01'32" East, a distance of 507.85 feet to the boundary of said record of survey map no. 9336; thence South 80 degrees 35'00" East, along said boundary, a distance of 1,147.85 feet and South 59 degrees 02'50" East, 373.81 feet to the point of beginning. Also excepting therefrom that portion lying within all of parcel map no. 16233, in the City of Carlsbad, County;of San Diego, State of California, filed in the office of the County Recorder of San Diego County, September Zl, 1990 as file no. 90-518471 of Official Records. Also excepting therefrom all of Carlsbad tract no. 83-32, Calavera Hills village Q, in the City of Carlsbad, County of San Diego, State of California, according to map thereof no. 12950, flied in the office of the County Recorder of San Diego County, July 16, 1992. Also excepting therefrom all of Carlsbad Tract No. 00-02, Calavera Hills Phase II, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 14541, 1iled in the Office of the County recorder of San Diego County, February 12, 2003 APN: 167-101-19 ~ SHI 2 EXHIBIT B-2 Calavera Acreage Assessor Parcel No. 167-101-19 I' \ ~~ w -A. SHT 2 R • 742 171.7-4 e. R ~ 25 3e.e-1 C, Rc470 78.16 D. R ~ 40 35.03 E. R•42B 6664 F. N20'25'3it 53 16 G. R • 20 28 16 MAP 11588-CARLSBAD TCT. 83-21 UNIT NO.4 MAP 11286-CARLSBAD TCT. NO. 82>-21 UNIT NO.I MAP 823 -RHO N;UA HEDIONDA ROS 6.30,9336,10266,11186,16661 Cicyof Carlsbad PROJECT DESCRIPTION P-1(8) Development Services Planning Division 1635 Faraday Avenue (760} 602-4610 www.carlsbadca.gov PROJECT NAME: Robertson Ranch PA 22 Cannon Seniors APPLICANT NAME: Cal avera Hills II LLC Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the masons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: The proposed project involves application for approval of an amendment to th~~ Robertson Ranch Master Plan and a Site Development Plan permit for development of 107 senior housing residential units and associated parking and landscaping on Planning Area 22 of Robertson Ranch. P-1(B) Page 1 of 1 Revised 07/10 Cannon Road Senior Housing Supplement to Project Description The Cannon Road Senior Housing project will meet the definition of a "senior housing development" and will thus be operated for occupancy by persons fifty-five years of age or older. Thus per the Carlsbad Zoning Ordinance, Chapter 21.84 definition, at least eighty percent of the occupied dwelling units occupied by at least one person who is fifty-five years of age or older. More specifically, the proposed project will meet the requirements of Chapter 21.84 as indicated below. 21.84.050-Location guidelines. A. Housing for senior citizens should, whenever reasonably possible, be located consistent with the following location guidelines: 1. The proposed project should be located in close proximity to a wide range of commercial retail, professional, social and community services patronized by senior citizens; or have its own pri'vate shuttle bus which will provide daily access to these services; Response: The Cannon Road Senior Housing project is within a convenient drive or walking distance (2080 ft.) from the Robertson Ranch commercial center and community facilities site. It is within 850 feet of the proposed Robertson Ranch ballfields community park. A bus stop for public transit to access medical and professional offices exists at the frontage of the P A 22 property. Public trailheads are available in convenient walking distance from the project. The proposed community will also have its own private shuttle bus providing daily access to these services. 2. The proposed project should be located within a reasonable walking distance of a bus or transit stop unless a common transportation service for residents is provided and maintained; Response: A bus stop for public transit to access medical and professional offices exists at the frontage of the Cannon Road Senior Housing property. The proposed community will have and maintain its own private shuttle bus providing daily access and common transportation for its residents. 3. The proposed project should be located in a topographically level area; and Response: The Cannon Road Senior Housing site is topographically level. The adjacent open space portion of the property is also level, albeit several feet lower in elevation. 4. Development of housing for senior citizens at the proposed location should not be detrimental to public health, safety and general welfare. Response: Development of the Cannon Road Senior Housing project will not be detrimental to public health, safety and general welfare. Adequate public facilities are provided. The project is proposed within the allowable General Plan density range. 21.84.060-Development standards and design criteria. A. Housing for senior citizens shall comply with all applicable development standards of the underlying zone, except those which may be modified in this chapter or as an additional incentive granted pursuant to Chapter 21.86 of this code. 1 Response: As proposed, the project will comply with all applicable development standards of the underlying zone. B. In the coastal zone, any project processed pursuant to this chapter and Chapter 21.86 of this code shall be consistent with all certified local coastal program provisions, with the exception of density. Response: The subject project is not located within the coastal zone. C. The following parking requirements shall apply: 1. Parking shall be provided consistent with the standards specified in Chapter 21.44, unless otherwise specified in this section. Response: Parking for the Cannon Road Senior Housing project is proposed consistent with CMC Chapter 21.44.020(B) Table A; i.e., 1.5 covered spaces per unit, plus 1 covered space for an onsite manager's unit (when provided), and 1 visitor parking space per every five units. 2. Whenever possible, parking spaces should be laid out at either a thirty, forty-five or sixty degree angle; and Response: It is not possible to angle the parking spaces at the Cannon Road Senior Housing project due to circulation constraints ofthe parking area and the orientation of the covered parking within the building envelope. Parking is provided largely through the use of covered carports, which is most effectively used at 90 degree angles. 3. Required parking spaces shall be available to residents of the project at no fee. Response: fee. All parking spaces are intended to be available to the residents ofthe project at no D. To the maximum extent feasible, architectural harmony, through the use of appropriate building height, materials, bulk and scale within the development and within the existing neighborhood and community shall be obtained. Response: The Cannon Road Senior Housing project maintains a significant buffer from any adjacent development. The closest existing neighborhood is the Rancho Carlsbad community to the south. The project maintains a minimum 115-foot open space buffer from the closest residences. Properties to the west and east are open spaces. Across Cannon Road to the north is a high density apartment project, which is of similar building height, materials, bulk and scale. The proposed project has successfully demonstrated architectural harmony with the existing neighborhood and community by adhering to the guidelines of the Robertson Ranch Master Plan. E. The building(s) shall be finished on all sides with similar roof and wall materials, colors and architectural accent features. Response: The proposed buildings will be finished on all sides with similar roof and wall materials, colors and architectural accent features. F. Laundry facilities must be provided in a separate room at the ratio of one washer and one dryer for every twenty-five dwelling units or fractional number thereof At least one washer and one dryer shall be provided in every project. Washers and dryers may be coin operated. 2 Response: The Cannon Road Senior Housing project will be providing individual laundry facilities (washer and dryer) within each apartment. G. A manager's unit shall be provided in every housing project of sixteen or more units (rental projects only). The manager's unit shall be a complete dwelling unit and so designated on all plans. Response: The manager's unit will be provided at the Cannon Road Senior Housing project and is designated accordingly on the plans. H Housing for senior citizens shall be designed to encourage social contact by providing a minimum of one common room, which may include, but is not limited to, a recreation/social room, a common dining facility or a reading/TV room. Common open space shall also be provided, which may include, but is not limited to, community gardening areas or open landscaped areas with walkways and seating. Common areas shall be designed to ensure that they are useful and functional for residents, and shall comply with the following: Response: Two common activity rooms are provided in the Cannon Road Senior Housing project. These activity rooms total 4,455 sf in area, and will include recreation, entertainment and relaxation features to encourage social interaction. I. The minimum amount of common area required in each project shall be no less than twenty square feet per dwelling unit; Response: Ninety-eight units totals 1,960 square feet of common area required. The project proposes 5,958 sf of exterior common area and 4,455 square feet of interior common area. 2. Common space excludes all stairwells and any balconies of less than forty square feet; Response: balconies. Common space calculations for the project have excluded all stairwells and small 3. Unless the building is serviced by an elevator, common rooms shall be located on the ground floor; and Response: The Cannon Road Senior Housing project will be elevator-served. 4. Adjacent toilet facilities for men and women shall be provided. Response: Adjacent toilet facilities for men and women are provided. I. In addition to the common areas described above, additional services and programs are encouraged, but not required, to be included in all projects to meet the physical and social needs of senior citizens. Such desirable services and programs may include, but are not limited to, the following: I. Social and recreational programs; 2. Continuing education, information and counseling services; 3. House cleaning/cooking; 4. Inside/outside maintenance services; 5. Emergency and preventative health care programs/services; and 6. Transportation services. Response: The Cannon Road Senior Housing project will, upon completion and occupancy, 3 employ a full-time Community Activities Director. The goal of our Community Activities Director is to engage and interact with residents each and every day of every month through a calendar filled with educational, social and cultural activities. The Cannon Road Senior Housing project will, upon completion and occupancy, provide and/or coordinate arranging continuing education, information and counseling services to residents. The Cannon Road Senior Housing project will, upon completion and occupancy, provide and/or coordinate arranging house cleaning and cooking services to residents. The Cannon Road Senior Housing project will, upon completion and occupancy, provide inside and outside maintenance services to residents. The Cannon Road Senior Housing project will, upon completion and occupancy, provide and/or coordinate arranging emergency and preventative health care programs and services to residents. The proposed community will have and maintain its own private shuttle bus providing daily access and common transportation services for its residents. J. Access to all common areas and housing units within a project shall be provided without use of stairs, either by means of an elevator or sloped walking ramps. Response: Each building contains an elevator. The elevators provide access to all common areas and housing units without the use of stairs. K. Entryways, walkways, and hallways in the common areas, and doorways and paths of access to and within the housing units, shall be as wide as required by current laws applicable to new mult~(amily housing construction for provision of access to persons using a standard-width wheelchair. Response: All entryways, walkways, and hallways in the common areas, and doorways and paths of access to and within the housing units, will be constructed as wide as require:d by current laws applicable to new multifamily housing construction for provision of access to persons using a wheelchair. The proposed project will meet or exceed the current laws applicable to new multifamily housing construction for provision of access to persons using a standard-width wheelchair. L. Walkways and hallways in the common areas shall be equipped with standard height railings or grab bars to assist persons who have difficulty with walking, and shall have lighting conditions that are of sufficient brightness to assist persons who have difficulty seeing. Response: All walkways and hallways in the common areas will be equipped with standard height railings or grab bars to assist persons who have difficulty with walking, and shall have lighting conditions that are of sufficient brightness to assist persons who have difficulty seeing, as per this ordinance requirement. M Trash collection containers shall be provided in an easily accessible location and in manner that requires a minimum of physical exertion by residents. Trash collection containers shall also be completely screened and located as inconspicuously as possible. Trash enclosures shall be of similar colors and materials as the main building. Response: The Cannon Road Senior Housing project provides trash collection containers in an easily accessible location and in manner that requires a minimum of physical exertion by residents. Trash collection containers will be completely screened and located as inconspicuously as possible. Trash enclosures will be of similar colors and materials as the main building. 4 N Dwelling units shall be provided with the following: I. Tubs and/or showers equipped with, or adaptable for, at least one grab bar; 2. Tubs and/or showers equipped with temperature regulating devices; 3. Slip resistant tub and/or shower bottom surfaces; and 4. Peepholes in entry doors. Response: one grab bar The proposed dwelling units will include tubs and/or showers equipped with at least The proposed units will include tubs and/or showers equipped with temperature regulating devices. The proposed units will include slip resistant tub and/or shower bottom surfaces. The proposed units will possess peepholes in the entry doors. 0. The design of housing for senior citizens should, to the extent practicable, implement the principles of universal design as currently established by the Center for Universal Design at the North Carolina State University, or any other residential design elements for seniors that may currently be established by the California Department of Aging. Universal design principles encourage building design with accessible and adaptable features that are universally usable by most people regardless of their level of ability or disability. Examples ofUniversal Design are as follows: Response: The Cannon Road Senior Housing project has been designed to implement the principles of universal design. I. A dwelling unit should be designed to be accessible or adaptable for disabled access; Response: The Cannon Road Senior Housing project will provide this requirement. All dwelling units will be designed to be accessible or adaptable for disabled access. 2. An adaptable dwelling unit has all accessible features that a fixed accessible unit has but allows some items to be omitted or concealed until needed so the dwelling unit can be better matched to individual needs when occupied; and Response: Adaptable units will be provided in the Cannon Road Senior Housing project. 3. In an adaptable unit, wide doors, no steps, knee spaces, control and switch locations, grab bar reinforcing and other access features must be built in. Grab bars, however, can be omitted and installed when needed. Knee space can be concealed by installing a removable base cabinet that can be removed when needed. Counter tops and closet rods can be placed on adjustable supports rather than fixed at lower heights as required for wheelchair users. Response: Adaptable units will be provided in the Cannon Road Senior Housing project. P. Housing for senior citizens shall comply with all applicable building and housing codes and requirements for access and design imposed by law, including, but not limited to, the Fair Housing Act (42 U.S. C. Sec. 360I et seq.), the Americans with Disabilities Act (42 U.S. C. Sec. I2IOI et seq.), and the regulations of Title 2 4 of the California Code of Regulations that relate to access for persons with disabilities or handicaps. Nothing in this section shall be construed to limit or reduce any right or obligation applicable under those laws. 5 Response: The proposed project will provide this requirement. 21.84.100 -Additional requirements. A. No housing development constructed prior to January I, I985, shall fail to qualifY as a ''senior citizen housing development" because it was not originally developed or put to use for occupancy by senior citizens. Response: The subject project was not developed prior to January 1, 1985 and therefore this section is not applicable. B. Any person who, on January I, I985, had the right to reside in, occupy, or use housing that is subject to the provisions for a "senior citizen housing development" in this chapter and California Civil Code Sections 5I.2, 5I.3 and 5I.4, shall not be deprived of the right to continue that residency, occupancy, or use as the result of the implementation of this chapter. Response: The subject project was not developed prior to January 1, 1985 and therefore this section is not applicable. C. Any person who is not sixty-two years of age or older, and who, on September I3, I988, had the right to reside in, occupy, or use housing that is restricted to occupancy by persons sixty-two years of age or older, shall not be deprived of the right to continue that residency, occupancy or use as a result of the implementation of this chapter; provided that all new occupants are persons 62 years of age or older. Response: The subject project is not yet developed and therefore this section is not applicable. D. A developer of housing for senior citizens shall establish a homeowner's association, board of directors, or other governing body, and corresponding covenants, conditions and restrictions or other documents or written policy. Said CC&Rs or other documents or written policy shall be submitted to and approved by the city planner and recorded prior to issuance of a building permit. At a minimum, the CC&Rs or other documents or written policy shall set forth the following: Response: The Cannon Road Senior Housing project shall establish a written policy and submit said policy to the City Planner and record the policy prior to issuance of a building permit. I. Limitations on occupancy, residency or use on the basis of age; a. Any such limitation shall not be more exclusive than to require that: i. age or older; or Response: Each person in residence in each dwelling unit be required to be sixty-two years of The Cannon Road Senior Housing project will comply with Section l(ii) below. ii. In a "senior citizen housing development" one person in residence in each dwelling unit is required to be a senior citizen or qualifYing resident, and that each other resident in the same dwelling unit may be required to be a qualified permanent resident, a permitted health care resident, or a person under fifty-jive years of age whose occupancy is permitted under California Civil Code Section 5I.3(h) or Section 5I.4(b); Response: The proposed project will provide this requirement and limit occupancy, residency or use accordingly. 6 b. The limitations on occupancy may allow for occupancy of units by employees of the housing community (and family members residing in the same unit) who are under sixty-two years of age, or who do not qualify as a qualifying resident, provided they peiform substantial duties directly related to the management or maintenance of the housing community; Response: The Cannon Road Senior Housing project will conform to this requirement. c. The limitations on occupancy for housing that is intended for, and solely occupied by, persons sixty-two years of age or older, shall not be less exclusive than to require that the persons commencing any occupancy of a dwelling unit be sixty-two years of age or older, excluding occupancy by persons, permitted pursuant to Section 21.84.IOOC, and D.l.b, above; Response: Not applicable. d. In a ''senior citizen housing development, " the limitations on occupancy may be less exclusive than stated above, but shall at least require that the persons commencing any occupancy of a dwelling unit include a qualifying resident who intends to reside in the unit as his or her primary residence on a permanent basis; Response: The Cannon Road Senior Housing project will provide this requirement. e. In a "senior citizen housing development," the limitation on occupancy may result in more than, but not less than eighty percent, all of the dwellings being actually occupied by a qualifjling resident; Response: The project will comply with this requirement. 2. In a "senior citizen housing development," upon the death, dissolution of marriage, or upon hospitalization, or other prolonged absence of the qualifying resident, any qualified permanent resident, as defined in this chapter and Section 51.3 of the California Civil Code, shall be entitled to continue his or her occupancy, residency, or use of the dwelling unit as a permitted resident. This provision shall not apply to a permitted health care resident; Response: section. The Cannon Road Senior Housing project will operate in compliance with this 3. In a "senior citizen housing development," a permitted health care resident shall be entitled to occupy a dwelling unit during any period that the person is actually providing live-in, long-term, or hospice health care to a senior citizen or qualifying resident for compensation, which includes the provision of lodging and food in exchange for care; Response: section. The Cannon Road Senior Housing project will operate in compliance with this 4. In a "senior citizen housing development, "upon the absence of the qualifying resident, a permitted health care resident shall be entitled to continue his or her occupancy, residency, or use of the dwelling unit only if: a) the qualifying resident became absent from the dwelling unit due to hospitalization or other necessary medical treatment and expects to return to his or her residence within ninety days from the date the absence began; and b) the absent qualifying resident, or an authorized person acting for the qualifying resident, submits a written request to the owner, HOA, board of directors, or other governing body stating that the qualifying resident desires that the permitted health care resident be allowed to remain in order to be present when the qualifying resident returns to reside in the development. The HOA, board of directors, or other governing body may permit a permitted health care resident to remain for a period longer than ninety days, but not to exceed an additional ninety days; 7 c Response: section. The Cannon Road Senior Housing project will operate in compliance with this 5. In a "senior citizen housing development, "for any person who is a qualified permanent resident, as defined in this chapter, whose disabling condition ends, the owner, HOA, board o.f directors, or other governing body may require the formerly disabled resident to cease residing in the development, subject to the provisions of California Civil Code Section 51.3(b)(3); and Response: section. The Cannon Road Senior Housing project will operate in compliance with this 6. In a "senior citizen housing development," CC&Rs or other documents or written policy shall allow temporary residency for a guest, who may be less than fifty-five years in age, of a qualifying resident, or qualified permanent resident, for periods of time, not less than sixty days in any year, that are specified in the CC&Rs or other documents or written policy. Response: section. The Cannon Road Senior Housing project will operate in compliance with this E. CC&Rs or other documents or written policies applicable housing for senior citizens that contain age restrictions, shall be enforceable only to the extent permitted in California Civil Code Section 51.3, the Federal Fair Housing Act, and the Federal Code of Regulations Title 2 4 Sections 100.3 00 to 100.3 08, notwithstanding lower age restrictions contained in those documents. Response: A covenant will encumber the property that addresses the requirement indicated. 8 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 (city of Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): Ill 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~ contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Calavera Hills II LLC Address: 12265 El Camino Real #180 San Diego, CA 92130 Phone Number: (714) 200-1603 PROPERTY OWNER Name: Calavera Hills II LLC Add 12265 El Camino Real #180 ress: __________ _ San Diego, CA 92130 Phone Number: (714) 200-1603 Address of Site: Robertson Ranch Planning Area 22 Local Agency (City and county): Carlsbad, San Diego County Assessor's book, page, and parcel number:_1_6_8_-_3_6_0_-_1_6 ______________ _ Specify list(s): ____________________________ _ Regulatory Identification Number: ______________________ _ Date of List: _____________________________ _ Applicant Signature/Date Property Owner Signature/Date The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C) Page 1 of 2 Revised 02/13 ~Chicago Title Company 2365 Northside Drive, Suite 600, San Diego, CA 92108 Phone: (619) 521-3500 • Fax: Issuing Policies of Chicago Title Insurance Company ORDER NO.: 12204980-993-SD2 Brookfield Residential 12265 El Camino Real, Ste180 San Diego, CA 92130 ATTN: Adam D. Pevney Email: adam.pevney@brookfieldrp.com Ref: Robertson Ranch PROPERTY: CANNON RD., CARLSBAD, CA Escrow/Customer Phone: (619) 521-3500 Title Officer: Tom Votel & Ken Cyr Title Officer Phone: (619) 521-3500 Title Officer Fax: Title Officer Email: votelt@ctt.com FIRST AMENDED PRELIMINARY REPORT In response to the application for 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 of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in 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 of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Nebraska Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions 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 fly: • CLTA Preliminary Report Form-Modified (11/17/06) Page 1 -@Chicago Title Company 2365 Northside Drive, Suite 600, San Diego, CA 92108 Phone: (619) 521-3500 • Fax: PRELIMINARY REPORT EFFECTIVE DATE: April 8, 2015 at 7:30 a.m. ORDER NO.: 12204980-993-SD2 The form of policy or policies of title insurance contemplated by this report is: Standard 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: Calavera Hills II, LLC, a California limited liability company 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Report Fonn-Modified (11117/06) Page2 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch EXHIBIT "A" LEGAL DESCRIPTION Chicago Title Company ORDER NO.: 12204980-993-SD2 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: PARCEL A OF CERTIFICATE OF COMPLIANCE FOR ADJUSTMENT PLAT RECORDED MAY 5, 2010 AS INSTRUMENT NO. 2010-0225511 OF OFFICIAL RECORDS, BEING ALL OF LOT 3 OF CARLSBAD TRACT NO. 02- 16, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15608, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON SEPTEMBER 18, 2007 AS INSTRUMENT NO. 2007-0612802 OF OFFICIAL RECORDS, AJ'ill A PORTION OF PARCEL 2 OF PARCEL MAP 19804, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON AUGUST 3, 2005 AS INSTRUMENT NO. 2005-0659805 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3 OF MAP NO. 15608, SAID POINT BEING ON A 1400.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY, A RADIAL TO SAID POINT BEARS NORTH 28°34'06" WEST, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE NORTH LINE OF SAID LOT 3, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 20°07'19" A DISTANCE OF 491.67 FEET; THENCE NORTH 81°33'13" EAST 313.18 FEET TO THE NORTHEAST CORNER OF SAID LOT 3; THENCE ALONG THE EAST LINE OF SAID LOT 3, SOUTH 08°26'47" EAST 51.00 FEET TO THE NORTHWEST CORNER SAID PARCEL 2 OF PARCEL MAP 19804; THENCE EASTERLY ALONG THE NORTH LINE OF SAID PARCEL 2, NORTH 81°33' 13" EAST 234.27 FEET; THENCE LEAVING SAID NORTH LINE, SOUTH 08°26'47" EAST 46.02 FEET; THENCE SOUTH 00°41'23" WEST 151.49 FEET; THENCE SOUTH 53°59'20" WEST 29.64 FEET; THENCE SOUTH 16°30'58" EAST 171.16 FEET TO THE SOUTH LINE OF SAID PARCEL 2; THENCE WESTERLY ALONG SAID SOUTH LINE, SOUTH 65°09'20" WEST 184.16 FEET; THENCE NORTH 77°55'34" WEST 113.37 FEET TO THE SOUTHEAST CORNER OF LOT 3; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT, NORTH 77°55'34" WEST 521.75 FEET; THENCE SOUTH 65°35'13" WEST 101.29 FEET TO THE SOUTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE WEST LINE OF SAID LOT, NORTH 26°32'03" WEST 93.09 FEET TO THE BEGINNING OF A NON-TANGENT 178.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL TO SAID POINT BEARS SOUTH 22°14'31" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 26°01'51" A DISTANCE OF 80.87 FEET TO THE BEGINNING OF A REVERSING 25.00 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY, A RADIAL TO SAID POINT BEARS NORTH 48°16'22" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 76°50'28" A DISTANCE OF 33.53 FEET; THENCE NORTH 28°34'06" WEST 51.00 FEET TO THE TRUE POINT OF BEGINNING. APN: 168-360-16 CL T A Preliminary Report Form -Modified (II 117 /06) Page3 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 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 2015-2016. B. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: 168-360-16-00 2014-2015 $14,660.50, paid. $14,660.50, open (Delinquent after April10) $1,476.05 None 09162 C. A pending assessment for the District shown below. When notice of the assessment is recorded with the County Recorder the assessment shall become a lien on said land. District:. Disclosed By:. Recorded:. Community Facilities District No. 1 Assessment District Boundary December 19, 1990 as Instrument No. 1990-674118 of Official Reeords Notice of Special Tax Lien recorded May 20, 1991 as Instrument No. 1991-0236959 of Official Records. D. A pending assessment for the District shown below. When notice of the assessment is recorded with the County Recorder the assessment shall become a lien on said land. District:. Disclosed By:. Recorded:. Annexation Map No. 8 to Boundaries of Community Facilities District No. 3 Assessment District Boundary November 13, 2003 as Instrument No. 2003-1369961 of Official Records Amendment to Notice of Special Tax Lien Pursuant to the requirements of Sections 3114.5 and 3117.5 of the Streets and Highways Code, recorded November 26, 2003 as Instrument No. 2003-1418263 of Official Records. E. A pending assessment for the District shown below. When notice of the assessment is recorded with the County Recorder the assessment shall become a lien on said land. District:. Disclosed By:. Recorded:. Amended Assessment Diagram of Assessment District No. 2003-01 (College Boulevard and Cannon Road East) Assessment District Diagram November 3, 2008 as Instrument No. 2008-0573341 of Official Records Notice of Amended Assessment pursuant to the requirements of Section 3114 of the Streets and Highways Code of California recorded December 17, 2008 as File No. 2008-0642238, Official Records. F. 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. 1. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Oceanside Mutual Water Company pipeline and incidental purposes CLTA Preliminary Report Fonn-Modified (11117/06) Page4 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 Recorded:. Affects:. EXCEPTIONS (Continued) July 11, 1930 in Book 1796 of Deed, page 142 The route thereof affects a portion of said land and is more thlly described in said document. 2. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Road Survey No. 682, where required for the construction and maintenance of said road, as contained in the deed recorded June 12, 1936 in Book 521, page 230 of Official Records. 3. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. William S. Kelly, also known as W. S. Kelly and Lavina J. Kelly, husband and wife utilities and incidental purposes March 31, 1945 in Book 1843, page 398 of Official Records The route thereof affects a portion of said land and is more flJlly described in said document. 4. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. San Diego Gas and Electric Company public utilities, ingress, egress June 1, 1953 in Book 4874, page 143 of Official Records The route thereof affects a portion of said land and is more fllllly described in said document. 5. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. Various parties road and incidental purposes September 10, 1957 in Book 6740, page 102 of Official Records The route thereof affects a portion of said land and is more flllly described in said document. 6. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. Various parties road and incidental purposes Aprill, 1958 in Book 7016, page 536 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 7. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Carlsbad Municipal Water District ingress and egress and incidental purposes January 4, 1963 as Instrument No. 1852 of Official Records 8. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Road Survey No. 1800-1, where required for the construction and maintenance of said public highway and incidental purposes, as contained in the deed recorded March 12, 1970 as Instrument No .. 70-44687 of Official Records. 9. The terms and provisions contained in the document entitled "Carlsbad Islands Annexation" recorded April30, 1987 as Instrument No. 87-0236215 of Official Records. CLTA Preliminary Report Form-Modified (11/17 /06) Page 5 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 EXCEPTIONS (Continued) 10. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. City of Carlsbad and Carlsbad Municipal Water District collecting, storing, transporting, pumping and treating all recycled water and wastewater and incidental purposes December 11, 1998 as Instrument No. 1998-0805493 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 11. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. Carlsbad Municipal Water District, a public agency wastewater pipeline and recycled water and incidental purposes December 11, 1998 as Instrument No. 1998-0805494 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 12. A document entitled "Memorandum of Agreement regarding Conveyance of Easement", executed by Everett T. Robertson and Virginia K. Robertson, trustee of the Robertson Family Trust dated April 19, 1995; Virginia K. Robertson, Trustees of the Declaration of Trust dated October 8, 1976; Virginia K. Robertson as Trustee of the Elsie M. Kelly Irrevocable Trust dated June 19, 1989 and Calavera Hills II, LLC, a California limited liability company, subject to all the terms, provisions and conditions therein contained, recorded November 30, 2001 as Instrument No. 2001-0876730 of Official Records. 13. The terms and provisions contained in the document entitled "Hold Harmless Agreement for Drainage" recorded April 21, 2003 as Instrument No. 2003-0458844 of Official Records. 14. The terms and provisions contained in the document entitled "Agreement for Uncontrolled Stockpile" recorded May 12, 2003 as Instrument No. 2003-0552048 of Official Records. 15. The terms and provisions contained in the document entitled "Special Assessment District Disclosure Agreement" recorded October 6, 2003 as Instrument No. 2003-1229942 of Official Records. 16. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. City of Carlsbad, a municipal corporation drainage and incidental purposes November 25,2003 as Instrument No. 2003-1414301 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 17. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. City of Carlsbad, a municipal corporation drainage and incidental purposes November 25,2003 as Instrument No. 2003-1414303 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 18. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. City of Carlsbad, a municipal corporation storm water inundation and incidental purposes June 23, 2004 as Instrument No. 2004-0586673 of Official Records CLTA Preliminary Report Fonn-Modified (11117/06) Page6 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 Affects:. EXCEPTIONS (Continued) The route thereof affects a portion of said land and is more fully described in said document. 19" An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. Rancho Carlsbad Owner's Association, Inc., a California corporation maintenance, repair and replacement of landscaping and irrigation facilities (if any) and for recreational and incidental purposes January 11, 2005 as Instrument No. 2005-0027023 of Official Records The route thereof affects a portion of said land and is more fully described in said document. 20. Abutter's rights of ingress and egress to or from Cannon Road except at approved access location as shown on this map have been dedicated or relinquished on the filed map. Affects Parcel Map No. 19804. 21. An easement for the purpose shown below and rights incidental thereto as shown or as offered for dedication on the recorded Map shown below. Map No.:. Easement Purpose:. Affects:. Parcel Map No. 19804 public trail and incidental purposes as shown on said map 22. A document entitled "Association Maintenance Area Easement Agreement Calavera Hills II, Village X-Phase 9", dated, March 10, 2006, executed by Calavera Hills II, LLC, a California limited liability company and Calavera Hills II Homeowners Association, a California nonprofit mutual, subject to all the terms, provisions and conditions therein contained, recorded April 6, 2006 as Instrument No. 2006-0237345 of Official Records. 23. A document entitled "Parkland Agreement for the Robertson Ranch Master Plan", dated, October 27, 2006, executed by Calavera Hills II, LLC, a California limited liability company, et al, subject to all the terms, provisions and conditions therein contained, recorded January 31,2007 as Instrument No. 2007-0066979 of Official Records. 24. A document entitled "City of Carlsbad Parkland Purchase Agreement of October 27, 2006", dated, October 27, 2006, executed by Gary Robertson, et al, and the City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded January 31, 2007 as Instrument No. 2007-0066990 of Official Records. 25. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. Center Natural Lands Management conservation easement February 22, 2007 as Instrument No. 2007-0119540 of Official Records and re-recorded March 1, 2007 as Instrument No. 2007-0140005 of Official Records The route thereof affects a portion of said land and is more fully described in said document. Note: A document entitled "Amendment to Conservation Easement Deed", dated, February 20, 2008, executed by Calavera Hills II, LLC, a California limited liability company, subject to all the terms, provisions and conditions therein contained, recorded February 22,2008 as Instrument No. 2008-0093191 of Official Records. CLTA Preliminary Report Form-Modified (11/17/06) Page7 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SDl EXCEPTIONS (Continued) 26. A document entitled "Affordable Housing Agreement Imposing Restrictions on Real Property", dated, February 26, 2007, executed by City of Carlsbad, a municipal corporation and Calavera Hills II, LLC, a California limited liability company, subject to all the terms, provisions and conditions therein contained, recorded March 27, 2007 as Instrument No. 2007-0205913 of Official Records. Note: A document entitled "First Amendment to Affordable Housing Agreement Imposing Restrictions on Real Property", dated, June 17,2008, executed by City of Carlsbad, a municipal corporation and Calavera Hills II, LLC, a California limited liability company and CIC Glen Ridge, L.P., a California limited partnership, subject to all the terms, provisions and conditions therein contained, recorded July 11, 2008 as Instrument No. 2008-0373208 of Official Records. 27. A document entitled ''Notice of Restriction on Real Property", executed by City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded March 27, 2007 as Instrument No. 2007-0205918 of Official Records. 28. A document entitled ''Notice ofRestriction on Real Property", executed by City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded March 27, 2007 as Instrument No. 2007-0205919 of Official Records. 29. A document entitled ''Notice and Waiver Concerning Proximity of the Planned or Existing Cannon Road and College Boulevard Transportation Corridor's Case No. CT 02-16/HDP 02-07/SUP 02-05", executed by Calavera Hills II, LLC, subject to all the terms, provisions and conditions therein contained, recorded March 27, 2007 as Instrument No. 2007-0206773 of Official Records. 30. A document entitled ''Notice and Waiver Concerning Proximity of the Planned Lighted Sports Field(s) at Robertson Ranch Planning Area 12", executed by Calavera Hills II, LLC, a limited liability company, subject to all the terms, provisions and conditions therein contained, recorded March 27, 2007 as Instrument No. 2007-0206774 of Official Records. 31. A document entitled "Hold Harmless Agreement Drainage", executed by City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded March 28, 2007 as Instrument No. 2007-208572 of Official Records. 32. A document entitled "Hold Harmless Agreement Geological Failure", executed by City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded March 28, 2007 as Instrument No. 2007-0208573 of Official Records. 33. A document entitled "Agreement Between Developer/Owner and the City of Carlsbad for the Payment of a Local Drainage Area Fee Increase", dated, February 26, 2007, executed by Calavera Hills II, LLC, a California limited liability company and the City of Carlsbad, a municipal corporation, subject to all the terms, provisions and conditions therein contained, recorded April 6, 2007 as Instrument No. 2007-0232492 of Official Records. 34. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Carlsbad Municipal Water District, a public agency public water line purposes June 8, 2007 as Instrument No. 2007-0388778 of Official Records Granted To:. Purpose:. Recorded:. Affects:. The route thereof affects a portion of said land and is more fully described in said document. 35. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. San Diego Gas and Electric Company, a corporation public utilities, ingress, egress CLTA Preliminary Report Form-Modified (11117/06) Page 8 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: l2204980-993-SD2 Recorded:. Affects:. EXCEPTIONS (Continued) August 17,2007 as Instrument No. 2007-0550109 of Official Records The exact location and extent of said easement is not disclosed of record 36. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To:. Purpose:. Recorded:. Affects:. San Diego Gas and Electric Company public utilities, ingress, egress August 17,2007 as Instrument No. 2007-0550118 of Official Records The exact location and extent of said easement is not disclosed of records 37. Easement for the purpose shown below and rights incidental thereto as shown or as offered for dedication on the recorded Map shown below. Map of:. 15608 Purpose:. sewer Affects:. Lot 3 as shown on Map 15608 Easement Purpose:. public trail Affects:. Lot 3 as shown on said map Easement Purpose:. public pedestrian access Affects:. Lot3 Easement Purpose:. public pedestrian access Affects:. Lot3 Easement Purpose:. public utility Affects:. Lot3 Easement Purpose:. public storm drain Affects:. Lot 3 Easement Purpose:. sight distance corridor Affects:. Lot3 38. The fact that the ownership of said land does not include rights of access to or from the street, highway, or freeway abutting said land, such rights having been relinquished by the Map of said Tract. Affects:. Lot 3 adjacent to Cannon Road Said land, however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. 39. A document entitled "Notice ofRestriction on Real Property", executed by City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded December 19, 2007 as Instrument No. 2007-0781703 of Official Records. CLTA Preliminary Report Form-Modified (11117/06) Page9 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 EXCEPTIONS (Continued) 40. Notice of Restriction on Real Property Recording Date: April12, 2010 Recording No.: 2010-0180171 of Official Records Reference is hereby made to said document for full particulars. 41. Permanent Storm water Quality Best Management Practice Maintenance Agreement Recording Date: June 4, 2010 Recording No.: 2010-0281307 of Official Records Reference is hereby made to said document for full particulars. 42. Hold Harmless Agreement Geological Failure Recording Date: July 22, 2010 Recording No.: 2010-0369174 of Official Records Reference is hereby made to said document for full particulars. 43. Hold Harmless Agreement Drainage Recording Date: July 22, 2010 Recording No.: 2010-0369180 of Official Records Reference is hereby made to said document for full particulars. 44. Access Easement Agreement Recording Date: December 9, 2010 Recording No.: 2010-0679429 of Official Records Reference is hereby made to said document for full particulars 45. Matters contained in that certain document Entitled: Recording Date: Recording No: Recreational Vehicular Storage and Access easement agreement July 2, 2010 2010-0335365 Official Records Reference is hereby made to said document for full particulars. 46. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Carlsbad Municipal Water District Water facilities June 3, 2010 2010-0278554 Official Records Affects: The route thereof affects a portion of said land and is more fully described in said document. CL T A Preliminary Report Form -Modified ( 11117 /06) Page 10 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch EXCEPTIONS (Continued) 47. Water rights, claims or title to water, whether or not disclosed by the public records. Chicago Title Company ORDER NO.: 12204980-993-SD2 48. Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 49. 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 umecorded 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 Fonn-Modified (11117/06) Page 11 PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch REQUIREMENTS SECTION Chicago Title Company ORDER NO.: 12204980-993-SD2 I. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: Calavera Hills II, LLC, a California limited liability company a) A copy of its operating agreement, if any, and any and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member d) If the Limited Liability Company was formed in a foreign jurisdiction, evidence, satisfactory to the Company, that it was validly formed, is in good standing and authorized to do business in the state of origin e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. END OF REQUIREMENTS PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch INFORMATIONAL NOTES SECTION Chicago Title Company ORDER NO.: 12204980-993-SD2 I. None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy, when issued. 2. The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Undeveloped Land properties, known as Cannon Rd., located within the city of Carlsbad, California, , to an Extended Coverage Loan Policy. 3. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters 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 Tom Votel & Ken Cyr/gp PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE Fidelity National Financial, Inc. and its majority-owned subsidiary companies providing real estate-and loan-related services (collectively, "FNF", "our" or "we") respect and are committed to protecting your privacy. 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We may use this information to gather aggregate demographic information about our visitors, and we may use it to personalize the information you see on the Website and some of the electronic communications you receive from us. We keep this information for our internal use, and this information is not shared with others. Third Party Opt Out. Although we do not presently, in the future we may allow third-party companies to serve advertisements and/or collect certain anonymous information when you visit the Website. These companies may use non- personally identifiable information (e.g., click stream information, browser type, time and date, subject of advertisements clicked or scrolled over) during your visits to the Website in order to provide advertisements about products and services likely to be of greater interest to you. These companies typically use a cookie or third party Web Beacon to collect this information, as further described above. Through these technologies, the third party may have access to and use non- personalized information about your online usage activity. You can opt-out of certain online behavioral services through any one of the ways described below. After you opt-out, you may PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 INFORMATIONAL NOTES (Continued) continue to receive advertisements, but those advertisements will no longer be as relevant to you. • You can opt-out via the Network Advertising Initiative industry opt-out at http://www.networkadvertising.org. • You can opt-out via the Consumer Choice Page at http://www.aboutads.info. • For those in the U.K., you can opt-out via the lAB UK's industry opt-out at http://www.youronlinechoices.com. • You can configure your web browser (Chrome, Firefox, Internet Explorer, Safari, etc.) to delete and/or control the use of cookies. More information can be found in the Help system of your browser. Note: If you opt-out as described above, you should not delete your cookies. If you delete your cookies, you will need to opt-out again. Use of Personal Information Information collected by FNF is used for three main purposes: • To provide products and services to you or one or more third party service providers (collectively, "Third Parties") who are obtaining services on your behalf or in connection with a transaction involving you. • To improve our products and services that we perform for you or for Third Parties. • To communicate with you and to inform you about FNF's, FNF's affiliates and third parties' products and services. When Information Is Disclosed By FNF We may provide your Personal Information (excluding information we receive from consumer or other credit reporting agencies) to various individuals and companies, as permitted by law, without obtaining your prior authorization. Such laws do not allow consumers to restrict these disclosures. Disclosures may include, without limitation, the following: • To agents, brokers, representatives, or others to provide you with services you have requested, and to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure in connection with an insurance transaction; • To third-party contractors or service providers who provide services or perfonn marketing services or 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 lenders, lien holders, judgment creditors, or other parties claiming an encumbrance or an interest in title whose claim or interest must be determined, settled, paid or released prior to a title or escrow closing. In addition to the other times when we might disclose information about you, we might also disclose information when required by law or in the good-faith belief that such disclosure is necessary to: (1) comply with a legal process or applicable laws; (2) enforce this Privacy Notice; (3) respond to claims that any materials, documents, images, graphics, logos, designs, audio, video and any other information provided by you violates the Privacy Notice Effective: January 6, 2015 rights of third parties; or (4) protect the rights, property or personal safety ofFNF, its users or the public. We maintain reasonable safeguards to keep the Personal Information that is disclosed to us secure. We provide Personal Information and non-Personal Information to our subsidiaries, affiliated companies, and other businesses or persons for the purposes of processing such infom1ation on our behalf and promoting the services of our trusted business partners, some or all of which may store your information on servers outside of the United States. We require that these parties agree to process such information in compliance with our Privacy Notice or in a similar, industry-standard manner, and we use reasonable efforts to limit their use of such information and to use other appropriate confidentiality and security measures. The use of your information by one of our trusted business partners may be subject to that party's own Privacy Notice. We do not, however, disclose information we collect from consumer or credit reporting agencies with our affiliates or others without your consent, in conformity with appiicable law, unless such disclosure is otherwise permitted by law. We also reserve the right to disclose Personal Information and/or non-Personal Information to take precautions against liability, investigate and defend against any third-party claims or allegations, assist government enforcement agencies, protect the security or integrity of the Website, and protect the rights, property, or personal safety of FNF, our users or others. We reserve the right to transfer your Personal 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. We also cannot make any representations regarding the use or transfer of your Personal Information or other information that we may have in the event of our bankruptcy, reorganization, insolvency, receivership or an assignment for the benefit of creditors, and you expressly agree and consent to the use and/or transfer of your Personal Information or other information in connection with a sale or transfer of some or all of our assets in any of the above described proceedings. Furthermore, we cannot and will not be responsible for any breach of security by any third parties or for any actions of any third parties that receive any of the information that is disclosed to us. Information From Children We do not collect Personal Information from any person that we know to be under the age of thirteen (13). Specifically, the Website is not intended or designed to attract children under the age of thirteen (13). You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Privacy Notice, and to abide by and comply with this Privacy Notice. In any case, you affirm that you are over the age of 13, as THE WEBSITE PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 INFORMATIONAL NOTES (Continued) IS NOT INTENDED FOR CHILDREN UNDER 13 THAT ARE UNACCOMPANIED BY HIS OR HER PARENT OR LEGAL GUARDIAN. Parents should be aware that FNF's Privacy Notice will govern our use of Personal Information, but also that information that is voluntarily given by children -or others -in email exchanges, bulletin boards or the like may be used by other parties to generate unsolicited communications. FNF encourages all parents to instruct their children in the safe and responsible use of their Personal Information while using the Internet. Privacy Outside the Website The Website may contain various links to other web sites, including links to various third party service providers. FNF is not and cannot be responsible for the privacy practices or the content of any of those other websites. Other than under agreements with certain reputable organizations and companies, and except for third party service providers whose services either we use or you voluntarily elect to utilize, we do not share any of the Personal Information that you provide to us with any of the websites to which the Website links, although we may share aggregate, non-Personal Information with those other third parties. Please check with those websites in order to determine their privacy policies and your rights under them. European Union Users If you are a citizen of the European Union, please note that we may transfer your Personal Information outside the European Union for use for any of the purposes described in this Privacy Notice. By providing FNF with your Personal Information, you consent to both our collection and such transfer of your Personal Information in accordance with this Privacy Notice. Choices With Your Personal Information Whether you submit Personal Information to FNF is entirely up to you. You may decide not to submit Personal Information, in which case FNF may not be able to provide certain services or products to you. You may choose to prevent FNF from disclosing or using your Personal Information under certain circumstances ("opt out"). You may opt out of any disclosure or use of your Personal Information for purposes that are incompatible with the purpose(s) for which it was originally collected or for which you subsequently gave authorization by notifying us by one of the methods at the end of this Privacy Notice. Furthermore, even where your Personal Information is to be disclosed and used in accordance with the stated purposes in this Privacy Notice, you may elect to opt out of such disclosure to and use by a third party that is not acting as an agent of FNF. As described above, there are some uses from which you cannot opt-out. Please note that opting out of the disclosure and use of your Personal Information as a prospective employee may prevent you from being hired as an employee by FNF to the extent that Privacy Notice Effective: January 6, 2015 provision of your Personal Information is required to apply for an open position. If FNF collects Personal Information from you, such information will not be disclosed or used by FNF for purposes that are incompatible with the purpose(s) for which it was originally collected or for which you disclosure and use. You may opt out of online behavioral advertising by following the instructions set forth above under the above section "Additional Ways That Information Is Collected Through the Website," subsection "Third Party Opt Out." Access and Correction To access your Personal Information in the possession of FNF and correct inaccuracies of that information in our records, please contact us in the manner specified at the end of this Privacy Notice. We ask individuals to identify themselves and the information requested to be accessed and amended before processing such requests, and we may decline to process requests in limited circumstances as permitted by applicable privacy legislation. Your California Privacy Rights Under California's "Shine the Light" law, California residents who provide certain personally identifiable information in connection with obtaining products or services for personal, family or household use are entitled to request and obtain from us once a calendar year information about the customer information we shared, if any, with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year (e.g., requests made in 2015 will receive information regarding 2014 sharing activities). To obtain this information on behalf of FNF, please send an email message to privacy@fnf.com with "Request for California Privacy Information" in the subject liine and in the body of your message. We will provide the requested information to you at your email address in response. Please be aware that not all information sharing is covered by the "Shine the Light" requirements and only information on covered sharing will be included in our response. Additionally, because we may collect your Personal Information from time to time, California's Online Privacy Protection Act requires us to disclose how we respond to "do not track" requests and other similar mechanisms. Currently, our policy is that we do not recognize "do not track" requests from Internet browsers and similar devices. No Representations or Warranties By providing this Privacy Notice, Fidelity National Financial, Inc. does not make any representations or warranties whatsoever PRELIMINARY REPORT YOUR REFERENCE: Robertson Ranch Chicago Title Company ORDER NO.: 12204980-993-SD2 INFORMATIONAL NOTES (Continued) concerning any products or services provided to you by its majority-owned subsidiaries. In addition, you also expressly agree that your use of the Website is at your own risk. Any services provided to you by Fidelity National Financial, Inc. and/or the Website are provided "as is" and "as available" for your use, without representations or warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion. Fidelity National Financial, Inc. makes no representations or warranties that any services provided to you by it or the Website, or any services offered in connection with the Website are or will remain uninterrupted or error-free, that defects will be corrected, or that the web pages on or accessed through the Website, or the servers used in connection with the Website, are or will remain free from any viruses, worms, time bombs, drop dead devices, Trojan horses or other harmful components. Any liability of Fidelity National Financial, Inc. and your exclusive remedy with respect to the use of any product or service provided by Fidelity National Financial, Inc. including on or accessed through the Website, will be the re- performance of such service found to be inadequate. Your Consent To This Privacy Notice By submitting Personal Information to FNF, you consent to the collection and use of information by us as specified above or as we otherwise see fit, in compliance with this Privacy Notice, Privacy Notice Effective: January 6, 2015 unless you inform us otherwise by means of the procedure identified below. If we decide to change this Privacy Notice, we will make an effort to post those changes on the Website. Each time we collect information from you following any amendment of this Privacy Notice will signify your assent to and acceptance of its revised terms for all previously collected information and information collected from you in the future. We may use comments, information or feedback that you may submit in any manner that we may choose without notice or compensation to you. If you have additional questions or comments, please let us know by sending your comments or requests to: Fidelity National Financial, Inc. 60 1 Riverside A venue Jacksonville, Florida 32204 Attn: Chief Privacy Officer (888) 934-3354 privacy@fnf.c:om Copyright © 2015. Fidelity National Financial, Inc. All Rights Reserved. EFFECTIVE AS OF: JAJ\fUARY 6, 2015 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 applies 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 refmancing 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 1title 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. Attachment One (Revised 06-05-14) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 (04-08-14) EXCLUSIONS FROM COVERAGE 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 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 ofPolicy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value: for 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-SCHEDULE 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: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levie:s 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, whe:ther or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts 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. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMINARY REPORT FORI' . ttachment One (Revised 06-05-14) c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20,23 or 27. 2. The failure 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 the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date-this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically 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 11 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: Our Maximum Dollm: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21 : Your Deductible Amount 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (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 $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) EXCLUSIONS FROM COVERAGE Limit ofLiabilitv $10,000.00 $25,000.00 $25,000.00 $5,000.00 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: 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 l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1 (b) does not modify or limit the coverage provided under Covered Risk 6. 2. 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; (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; ©California Land Title Association. All rights reserved. The use of this Form is restricted to CL TA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMINARY REPORT FOIU ttachment One (Revised 06-05-14) (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained 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 reason 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 11 (b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE Except as provided in Schedule B -Part II, this policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: PART I The above policy fonn 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: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levie:s 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) EXCLUSIONS FROM COVERAGE 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: 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 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, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became 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 1 0); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. © California Land Title Association. All rights reserved. The use of this Form is restricted to CL TA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMINARY REPORT FORJI . ttachment One (Revised 06-05-14) 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 fonn may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: 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: L (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 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. 7. Variable exceptions such as taxes, easements, CC&R's, etc. shown here. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (12-02-13) EXCLUSIONS FROM COVERAGE 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, pennit, 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 modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became 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 11, 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 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 ofthe 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 modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advanees 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 does not modify or limit the coverage provided in Covered Risk ll(b) or 25. 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. © California Land Title Association. All rights reserved. The use of this Form is restricted to CL TA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. CLTA PRELIMINARY REPORT FORI' ttachment One (Revised 06-05-14) 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. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. © California Land Title Association. All rights reserved. The use of this Form is restricted to CL TA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. .. ~ !i g ~ il! I !l! I ii ~ l!i 13* , .. (s£ES..'f4j 15• CONDO h~"J,,­.~ sr~'7 A~ --~--~ l.I!if-- RETAIL "A" _ !"=40, IN lHE AO-PHASE 9 ,. 18• 19• CONDO PlANNING AREA 21 IN lliE FOOn·UU.S AT CARLSBAD -PHASE 15 DOC'I1-0590791 (sa: SHT <) 21)0 21 IN THE ARL.SBAD -PHASE 16 8 SHT 3 , .. , .. SAN DIEOO C<IINTY ASS£SSOO'S IUIP ~ 166-36 SHT 1 OF 4 1" = 200' 02/26/13 OEP IM!t11/l!N BtrN!SFftllklfi-.D!iiJ ;s a.t!A0'1)tiJINIION!N ll:li' IJUIBI fJI I lUI t5 at itU·ttltDitJ!I ,.,. ~ftlktJ tl frl1 t• OPEN SPACE 2.• CONDO " ..., t1j'fH1$ -¥ D1I,Y II 52/' 12 'ill " "' """ """ PLANNING AREA 21 IN THE FOOlHIU.S AT CARLSBAD -PHASE 1 OOC09-0M1394-(S££ SHT 3) 3• CONDO PLANNING AREA 2.1 IN lHE ~ ($·s~ 1 \. 1 3.~AC ®(§) 6.90 AC 360 12' ,.. FOOTHILLS AT CARLSBAD -PHASE 2 DOCOS-0672308 (S££ SHT 3) 4-• CONDO .•. PlANNING AREA 2.1 IN THE FOOlH!LL.S AT CARLSEIAO -PHASE 3 rm~·~~309 5• CONDO .. PlANNING AREA 21 IN lHE' F001HIU.S AT CARLSBAD -PHASE 4 ~~~£f310 IG AREA 21 IN lH:E LS AT CARLSBAD -PHASE 17 -----0672311 (S££ SHT 3) 1• CONDO PLANNING AREA 21 IN THE FOOTHIU..S AT CARLSBAD -PHASE t8 QOC09-0672312 (S££ SHT 3) B• 18' PUBUC lRAtL ESMT a• CONDO PLANNING AREA 21 IN THE FOOlHilLS AT CARLSBAD -PHASE S DOC11-0590781 (S££ SHT <) I~ CONDO PlANNING AREA. 21 IN lHE fOOTHtU.S AT CARl.SEIAD -PHASE 6 OOC11-0590782 (S££ SHT +) MAP 15754-CARLSBAD TCT 06-25 ROBERTSON RANCH EAST VILLAGE PLANNING AREA MAP 15608-CARLSBAD TCT 02-16 ROBERTSON RANCH EAST VILLAGE 21 j City of Cal'lsbacl Faraday Center Faraday CasiYlering 001 1514701-1 05/27/2015 32 Wed, ~1ay 2"1, 2015 01:46 PM Recelpt Ref Nbr: R1514701-1/0012 PERMITS -PERMITS fran Ref Nbr: 151470101 0012 0014 Trans/Rcpt#: T000137691 SET #: 8000004119 Amount: Item Suht c;: :1: Item Tote: l·rE;1("). TnT"' · I I" ;) i u I ,"\L. Check (Chk# 14100152) Total Received: Have a nice day! 1 @ $13,314.00 $13,314.00 $13,3i4.00 $13,314.00 $13,314.00 $13,.314.00 **************CUSTOMER COPY************* City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 111111111111111111111111111111111111111111111111111111111111111111111111111 Applicant: CALAVERA HILLS II LLC Set Id: S000004119 I Tmp set/Initialized Projects Description Amount MP02003H 1,983.00 SDP15013 11,331.00 Total: 13,314.00 Receipt Number: R0109210 Transaction ID: T000137691 Transaction Date: 05/27/2015 Pay Type Method Description Amount Payment Check 13,314.00 Transaction Amount: 13,314.00 " City of Carlsbad Faraday Center Faraday Cashiering 001 1524301-2 08/31/2015 149 Mon, Aug 31 .. 2015 11 :54 M~ Receipt Ref Nbr: R1524301-2/0023 PERMITS -PERMITS Tran Ref Nbr: 152430102 0023 0024 Trans/Rcpt#: R0111262 **************************************** * DUPLICATE COPY * * 08/31/2015 11:56:07 AM * **************************************** SET #: SDP15019 Amount: Item Subtotal: Item Tot a 1: ITEM(S) TOTAL: Check (Chk# 14100192) Total Received: Have a nice day! 1 @ $4,467.00 $4,467.00 $4,467.00 $4,467.00 $4,467.00 $4,467.00 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 City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Applicant: CALAVERA HILLS II LLC Description Amount SDP15019 4,467.00 Receipt Number: R0111262 Transaction ID: R0111262 Transaction Date: 08/31/2015 Pay Type Method Description Amount Payment Check 4,467.00 Transaction Amount: 4,467.00 City of Carlsbad Faraday Center Faraday Cashiering 001 1524301-2 08/31/2015 149 ~1on, Aug 31, 2015 11:54 AM Receipt Ref Nbr: R1524301-2/0024 PERMITS -PERMITS Tran Ref Nbr: 152430102 0024 0025 Trans/Rcpt#: R0111260 SET #: MS150012 Amount: Item Subtotal: Item Tot a 1: PERMITS -PERMITS 1 @ $3,804,00 $3,804,00 $:3' 804.00 Tran Ref Nbr: 152430102 0024 0026 Trans/Rcpt#: R0111261 SET #: CUP15005 Amount: Item Subtota 1 : Item Total: 2 ITB4(S) TOTAL: Check (Chk# 14100191) Total Received: Have a nice day! 1 @ $4,484.00 $4,484.00 $4,484.00 $8,288.00 $8,288.00 $8,288.00 **************CUSTOHER COPY************* City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Applicant: CALAVERA HILLS II LLC Description Amount CUP15005 4,484.00 Receipt Number: R0111261 Transaction ID: R0111261 Transaction Date: 08/31/2015 Pay Type Method Description Amount Payment Check 4,484.00 Transaction Amount: 4,484.00 City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Applicant: CALAVERA HILLS II LLC Description Amount MS150012 3,804.00 Receipt Number: R0111260 Transaction ID: R0111260 Transaction Date: 08/31/2015 Pay Type Method Description Amount Payment Check 3,804.00 Transaction Amount: 3,804.00 City of Carlsbad Faraday Center Faraday Cashiering 001 1603201-1 02/01/2016 32 Mon, Feb 01, 2016 01:33PM Receipt Ref Nbr: R1603201-1/0013 PERMITS -PERMITS Tran Ref Nbr: 160320101 0013 0015 Trans/Rcpt#: R0114760 SET #: MS150012 Amount: Item Subtota 1 : Item Total : ITEM(S) TOTAL: Check (Chk# 14100230) Total Received: Have a nice day! 1 @ $1,728.00 $1 ,728. 00 $1,728.00 $1,728.00 $1 J 728.00 $1,728.00 **************CUSTOMER COPY************* City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 11111111111111111111111111111111111111111111111111111111111111111 Applicant: CALAVERA HILLS II LLC Description Amount MS150012 1,728.00 Receipt Number: R0114760 Transaction ID: R0114760 Transaction Date: 02/01/2016 Pay Type Method Description Amount Payment Check 1,728.00 Transaction Amount: 1,728.00 City of Carlsbad Faraday Center Faraday Cashiering 001 1608201-3 03/22/2016 156 Tue, t~ar 22, 2016 01 :44 PM Receipt Ref Nbr: R1608201-3/0007 PERMITS -PERMITS Tran Ref Nbr: 160820103 0007 0007 Trans/Rcpt#: R0115984 SET #: SDP15019 Amount: Item Subtotal : Item Total: ITEM(S) TOTAL: Check (Chk# 14100252) Total Received: Have a nice day! 1 @ $640.92 $640.92 $640.92 $640.92 $640.92 $640.92 **************CUSTOMER COPY************* City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 \\ll\l\l\\\l\l\\\l\ll\\l\\\ll\l\\\ll\\\llll\\\l\l\l\\l\\\l\l\\ll\ Applicant: CALAVERA HILLS II LLC Description Amount SDP15019 640.92 Receipt Number: R0115984 Transaction ID: R0115984 Transaction Date: 03/22/2016 Pay Type Method Description Amount Payment Check 640.92 Transaction Amount: 640.92 City of Carlsbad Faraday Center Faraday Cashiering 001 1607401-2 03/14/2016 148 Man, Mar 14, 2016 05:13PM Receipt Ref Nbr: R1607401-2/0067 PERMITS -PERMITS Tran Ref Nbr: 160740102 0067 0077 Trans/Rcpt#: R0115770 SET #: t~P02003H Amount: Item Subtota 1 : Item Tot a 1: ITEM(S) TOTAL: Check (Chk# 14100249) Total Received: Have a nice day! 1 @ $640.92 $640.92 $640.92 $640.92 $640.92 $640.92 **************CUSTOMER COPY************* City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 11111111111111111111111111111111111111111111111111111111111111111 Applicant: CALAVERA HILLS II LLC Description Amount MP02003H 640.92 Receipt Number: R0115770 Transaction ID: R0115770 Transaction Date: 03/14/2016 Pay Type Method Description Amount Payment Check 640.92 Transaction Amount: 640.92