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HomeMy WebLinkAboutPRE 2019-0023; ADAMS 4; Preliminary Review (PRE)\, 0 0 CITY OF CARLSBAD APPLICATION FORM FOR PRELIMINARY REVIEW APPLICATION CITY USE ONLY Project Number: :P ll-E' 2.o f 9 -O O z_. 3 Development Number: b~V Z-o J 9 ... o t 1 ______ ......, ________________________ _ PROJECT NAME: _ Adctm-=, '-'-------------------- Assessor's Parcel Number(s): ___ ·_Z_O_S-"-----'-2_"=!-'---'U'---_···...:...f .-3.,__ _______________ _ Description of proposal (add attachment if necessary): ___ c_,((n+( L\ lr"th~\l.ll,\c. I Q-,1 \ot~ '-~'l,_'\ __ Uu_--s-(lf.;£='-""--"C=K~Ji?=··~2"------ Would you like to orally present your proposal to your assigned staff planner/engineer? Yes No Please list the staff members you have previously spoken to regarding this project. If none, please so state. -----~{\~t,~V¼~· J.-2Jlui ti\ Ii'\ 1~4 I V 1 .... 11,,,~--"-'U"-",M=nfc-'-=-',,-'---....:C'1+11.k'=· ·~sl--'-1 ·_DV\c...,-2c.-.----~----- OWNER NAME (Print) G-rr/ APPLICANT NAME (Print):._A"Y\n~ ~t.,n"'I A'llrt(n,: i ,f MAILING ADDRESS: f.~ /j~'1 MAIUNGADDREss: '-9-'-io Lu,Y\t<,> ~ f:£1 t:e De::. CITY, STATE, ZIP: /\~fi c4 2J/e CITY, STATE, ZIP: $Aun.q t:\:ach C 4 Q2.0=JS TELEPHONE: ?W-(33-~ TELEPHONE: %'53 ...,55, :_)':,>iU X 12.Z, EMAIL ADDRESS: ye-&,bf/JS G:z (!_, CtiJ?, l(/£r EMAIL ADDRESS: 1-nrnc y·,a1n (~llmt<r/.:.(c:,mw .. il'lt~ *Owner's signature indicates permission to conduct a preliminary review for a development proposal. THAT I AMT L OWNER AND THAT ALL THE ND CORRECT TO THE BEST APPLICANT'S REPRESENTATIVE (Print): MAILING ADDRESS: £..fl) l....at'l"'\u , 'cu1·ti1 I CElnlFY THAT AM THE LEGAL REPRESENTATIVE OF THE OW RANDT t ALL THE ABOVE INFORMATION IS TRUE AN. D, ~EfCT . THE BEST OF MY KNO'II/LEDqE '-'/; / WLJ,, -'?)\2.~ 12Gtl,I SIG TURE DATE (j 0 CITY, STATE, ZIP: i?::,e,. h ·,\. TELEPHONE: ?jS8 -43/ -cf2,JQ )( /:2() I EMAILADDRESS: mro,_:irc1rl(!;;_) h0lfm0,,,lCc,1"lt11t-1n,h~.s c c,.·Y', I I CE E LEGAL REPRESENTATIVE OF THE APPL LL THE ABOVE INFORMATION IS TRUE AND COR OF MY KNOWLEDGE. ' 'b{2,u, _1DIJ DATE THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF TO INSPECT TIS THE SUBJECT OF THIS APPLICATION. INVE CONSENT TO ENTRY FOR THIS PURPOSE. FEE REQUIRED/DATE FEE PAID: RECEIVED BY: P-14 Page 3 of3 ,:: AUG 2 7 2019 CITY OF CARLSBAD PLANNING nl\/l~ION Revlsea 6ft1, PRELIMINARY REVIEW CHECKLIST Staff would like to know what information you primarily want from this review. With this known, we can focus most of our attention on researching and answering your main questions(s). Please check the one or two boxes below which best describes the information you would like us to concentrate on, and/or check the box marked "other" and tell us in your own words what information you would like from us. ~ SITE DESIGN: Focus is on reviewing issues such as development standards (setbacks, building height, etc.), hillside compliance, landscaping, signage, open space requirements, and other physical aspects of zoning. Plans adequately illustrating these features are needed for review. □ LAND USE: Focus is on determining the compatibility of the proposed land use with the existing general plan and zoning designations, determining whether staff could support a general plan amendment or zone change, and determining compatibility of the proposed land use with surrounding land uses. ARCHITECTURE: Focus is on establishing quality architecture and checking its compatibility with the surrounding area and against any applicable guidelines or plans. Building elevations or other architectural information are needed for review. ri.. ZONING INTERPRETATIONS: □ P-14 Focus is on interpreting any aspects of the zoning ordinance. LAND DEVELOPMENT ENGINEERING STANDARDS: Focus is on reviewing all engineering-related issues, such as grading, drainage, Best Management Practices for Storm Water Pollution Control, circulation and traffic, street vacations, easements, subdivisions, etc. OTHER: In the space below, please list any other issues you would like us to review. p-<,u1JO"zl Q{ ~poblY\-5 '-\L +-v ~ ~J_u..J;L~~ £G ~C{_(.,L.Qy_ ~ 1z,l~J ~ +-o ~ Page 2 of3 ~Ll._ sovL~r-~ ~L°J" bor ~ v1r'\-<+-CA.. Revised 07/17 SOURCES: Google Earth, October, 2019; Howes, Weiler, Landy, January, 2019. ® C Site Boundary Note: Not to scale. EXHIBIT 1 -SITE LOCATION MAP 3745 Adams Street Demolition Project 3745 Adams Street, Carlsbad CA PROJECT DESCRIPTION Applicant: Hall Land Company, Inc. Attn: Mariana McGrain -Senior Project Manager 740 Lomas Santa Fe Drive Suite 204 Solana Beach, CA 92075 (858) 481-3310 x120 mmcgrain@hallmarkcommunities.com Address: 3745 Adams Street, Carlsbad CA 92008 APN: 205-270-13-00 Legal Description: All that of portion of tract 236 of Thum Lands in the city of Carlsbad, county of San Diego, State of California, according to map thereof NP. 1681, filed in the office of the county recorder of San Diego county December 9th, 1915 Total Acreage: Property: 1.10 gross acres (approximately) Total: .97 net acres (approximately) General Plan: LUCO R-4 Residential Area intended to be developed with detached single-family dwellings at a density between Oto 4 dwelling units per acre. The typical housing type will be detached single- family (one dwelling per lot). Zoning: R-1 One-Family Residential Zone; Coastal Zone Land Use: Single-Family Residential Density: 4 du/ac Proposed Project Density: 4 single-family dwelling units (calculation 3.92 du/ac) Existing Site: The existing site consists of a demolitioned single-family residence which included a garage and basement -the property is now a vacant lot/vacant land. Adjacent Properties: North: R-1 South: R-1 & C-T West: C-T East: R-1 Setbacks: Front (Adams) 20'; Sides: 10'; Rear 20' Description of Project: Proposing 4 single family dwelling units, we would construct a new shared driveway with an entrance on Adams using a panhandle lot design for the 2 rear lots. A shared joint access easement would be created granting access to lots 3 & 4. Per section 20.28.020 requirements, a joint easement ensuring common access to both such portions is required. Vehicle Circulation: The private driveway would provide access from Adams Street to each lot as well as provide fire access and turnaround. We are proposing 2 flag lots at the back of the property with one main driveway through the center of the 4 lots. Per Section 20.28.020 the panhandle lots require a 15' minimum frontage when it is adjacent to another such lot, therefore the easement would spread across the 30' panhandle frontage with a 20' paved access road, the road would have 5' of ground cover along the driveway length. We also show a preliminary depiction of a hammerhead turnaround not knowing if one will be required. We would like Fire and Engineering to provide feedback on paved width requirements should this proposal not meet the prerequisite. Please provide any additional requirements that lean away from standard design and implementation. Overhead/Dry Utilities: There are existing overhead utility lines (SDG&E, AT&T, Cox Communications) across Adams street to the east of the property -details will be worked out with city staff and utility companies based on their requirements and design standards. Please provide any additional requirements that lean away from standard design and implementation. Storm Water/Drainage: An official drainage study has not been conducted, however based on historic topography and current topographic conditions; drainage on Adam Street is currently conveyed via concrete gutters/cross gutters and surface flow to Magnolia. Once it reaches Magnolia water runs west on both sides of the street within the ROW along concrete gutters/cross gutters and directed to two catch basins at the intersection of Pio Pico and Magnolia. Please provide any additional requirements that lean away from standard design and implementation. •• QUESTIONS: 1) Will the City allow a "panhandle" lot subdivision with one shared private driveway servicing all 4 lots a. If so, does the proposed schematic fall in line with the engineering specifications and fire turnaround requirements 2) What additional permits/processes/reports are required with the local coastal commission 3) Would staff support the proposed land use depicted as it relates to the requirements within the Land Use Community Design general plan and zoning requirements. 4) Is the zoning ordinance interpreted correctly with the shown subdivision 5) Looking for city to provide above-standard requirements as needed relating to engineering issues such as grading, drainage, BMPs, Storm Water Pollution Control, circulation and traffic, street vacations, easements and the like. Exhibits Provided: 1) Aerial Photo 2) Site Plan l \ /i.i\ CHICAGO TITLE ~ INSURANCE COMPANY Servlcellnk Title Company 3220 El Camino Real, Irvine, CA 92602 (714) 247-7000 (800) 323-0166 PRELIMINARY REPORT -CALIFORNIA SERVICELINK TITLE COMPANY PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein CHICAGO TITLE INSURANCE COMPANY hereby reports thet It Is prepared to issue, or cause to be Issued, as of the date hereof, a policy or policies of title insurance descnblng the land and the estate or Interest therein herelna~er 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 Cond/tionS of said policy fonns. 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 c/ause. When the Amount of Insurance is less than that set forth in the arbitration c/ause, all Brbltrable msttars shall be arbitrated st the option of either the Company or the Insured as the exclusive remedy of the parties. Um/tations on Covered Risks applicable to the CLTA and ALTA Homeowners Policies of Tlt/e Insurance which establish a Deductible Amount and a Maximum Dollar Umlt of Liability for certain coverages are a/so set forth in Attachment One. Coples of the policy fonns 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 Habflity 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. P/ene 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 noffce of matters which are not covered under the terms of the tlffe Insurance po/Icy and should be carefully considered. It Is Important to note that this preliminary report /s not a written repn,sentat/on as to the condition of tlffe and may not I/st all liens, defects and encumbrances affecting tlffe to the land. SERVICELINK TITLE COMPANY Countersigned: ~ I/VI~ AUTHORIZED SIGNATORY Page 1 of 17 (..lll('AGO Tm.E ISSURANCF. C-01\11'.-\S\' CLTA Preliminary Report Form -Modified (11/17/06) TITLE OFFICER: JASON DASILVA ,,-. """' \.....,, Servlcellnk Title Company ,..,J 3220 El Camino Real, Irvine, CA 92602 (714) 247-7000 (800) 323-0165 PRELIMINARY REPORT -CALIFORNIA SERVICEUNK TITLE COMPANY TO: DAKOTA ASSET MANAGEMENT· REO 1904 W GRAND PKWY N, STE 130 KATY, TX 77449 ATTENTION: CORETTA GEROULD ORDER NO: 170164147 REFERENCE NO: PROPERTY ADDRESS: 3745 ADAMS ST , CARLSBAD, CA 92008 EFFECTIVE DATE: 08/29/2018 THE FORM OF THE POLICY OR POLICIES OF THE TITLE INSURANCE CONTEMPATED BY THIS REPORT IS: 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: FEE SIMPLE 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: MTGLQ INVESTORS, LP I 3. THE LAND REFERRED TO IN THIS REPORT IS SITUATED IN THE CITY OF CARLSBAD, COUNTY SAN DIEGO, AND STATE THE OF CALIFORNIA AND DESCRIBED AS FOLLOWS: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF Page 2 of 17 CL TA Preliminary Report Form -Modified (11/17/06) . , LEGAL DESCRIPTION EXHIBIT"A" ALL THAT CERTAIN PARCEL OF LAND SITUATED IN THE COUNTY OF SAN DIEGO AND STATE OF CALIFORNIA BEING KNOWN AND DESIGNATED AS FOLLOWS: ALL THAT PORTION OF TRACT 238 OF THUM LANDS IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY DECEMBER 9, 1915, DECRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF ADAMS STREET A DISTANCE THEREON NORTH 28° 39' WEST 734.81 FEET FROM ITS INTERSECTION WITH THE CENTER LINE OF TAMARACK AVENUE. SAID POINT OF BEGINNING BEING ALSO THE NORTHEASTERLY CORNER OF THE PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO SALVADO AND YSIDRA TREJO BY DEED DATED JANUARY 19, 1931, AND RECORDED IN BOOK 1870, PAGE 77; RECORD OF DEEDS, THENCE ALONG THE NORTHWESTERLY LINE OF THE LAND SO CONVEYED TO TREJO SOUTH 61° 21' WEST A DISTANCE OF 446.86 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE NORTH 28° 39' WEST A DISTANCE OF 195.03 FEET TO THE MOST SOUTHERLY CORNER OF THAT PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO DEAN F. PALMER BY DEED DATED MAY 5, 1927 AND RECORDED IN BOOK 1335, PAGE 384, RECORD OF DEEDS, THENCE ALONG THE SOUTHEASTERLY LINE OF THE PALMER PORTION NORTH 61° 21' EAST A DISTANCE OF 446.86 FEET TO A POINT ON THE SAID CENTER LINE OF ADAMS STREET, THENCE ALONG THE CENTER LINE OF ADAMS STREET SOUTH 28° 39' EAST A DISTANCE OF 195.03 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS: THE SOUTHERLY 200 FEET OF THAT PORTION OF TRACT 236 OF THUM LANDS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO.1681, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 1915, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF ADAMS STREET A DISTANCE THEREON NORTH 28° 39' WEST 734.81 FEET FROM ITS INTERSECTION WITH THE CENTER LINE OF TAMARACK AVENUE. SAID POINT OF BEGINNING BEING ALSO THE NORTHEASTERLY CORNER OF THE PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO SALVADO AND ISIDRA TREJO BY DEED DATED JANUARY 19, 1931, AND RECORDED IN BOOK 1870, PAGE 77; RECORD OF DEEDS, THENCE ALONG THE NORTHWESTERLY LINE OF THE LAND SO CONVEYED TO TREJO SOUTH 61° 21' WEST A DISTANCE OF 446.86 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE NORTH 28° 39' WEST A DISTANCE OF 195.03 FEET TO THE MOST SOUTHERLY CORNER OF THAT PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO DEAN F. PALMER BY DEED DATED MAY 5, 1927 AND RECORDED IN BOOK 1335, PAGE 384, RECORD OF DEEDS, THENCE ALONG THE SOUTHEASTERLY LINE OF THE PALMER PORTION NORTH 61° 21' EAST A DISTANCE OF 446.86 FEET TO A POINT ON THE SAID CENTER LINE OF ADAMS STREET, THENCE ALONG THE CENTER LINE OF ADAMS STREET SOUTH 28° 39' EAST A DISTANCE OF 195.03 FEET TO THE POINT OF BEGINNING. THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 200 FEET BEING MEASURED PARALLEL WITH THE SOUTHWESTERLY LINE OF THE LAND HEREINABOVE DESCRIBED. TAX ID: 205-270-13-00 SERVICELINK TITLE COMPANY CLTA Preliminary Report Form -Modified (11/17/06) ··c------------- 0 PRELIMINARY REPORT -CALIFORNIA EXCEPTIONS J 0 Title No.: 170164147. • 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: WESTERN REGIONAL EXCEPTIONS FOR 2006 AL TA POLICIES: 1. (A) TAXES OR ASSESSMENTS THAT ARE NOT SHOWN AS EXISTING LIENS BY THE RECORDS OF ANY TAXING AUTHORITY THAT LEVIES TAXES OR ASSESSMENTS ON REAL PROPERTY OR BY THE PUBLIC RECORDS; (B) PROCEEDINGS BY A PUBLIC AGENCY THAT MAY RESULT IN TAXES OR ASSESSMENTS, OR NOTICES OF SUCH PROCEEDINGS, WHETHER OR NOT SHOWN BY THE RECORDS OF SUCH AGENCY OR BY THE PUBLIC RECORDS. 2. ANY FACTS, RIGHTS, INTERESTS, OR CLAIMS THAT ARE NOT SHOWN BY THE PUBLIC RECORDS BUT THAT COULD BE ASCERTAINED BY AN INSPECTION OF THE LAND OR THAT MAY BE ASSERTED BY PERSONS IN POSSESSION OF THE LAND. 3. EASEMENTS, LIENS OR ENCUMBRANCES, OR CLAIMS THEREOF, NOT SHOWN BY THE PUBLIC RECORDS. 4. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY THE PUBLIC RECORDS. 5. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) WATER RIGHTS, CLAIMS OR TlnE 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 IN PUBLIC RECORDS. ADDITIONAL EXCEPTIONS FROM COVERAGE 1. PROPERTY TAXES, VVHICH ARE A LIEN NOT YET DUE AND PAYABLE, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES TO BE LEVIED FOR THE FISCAL YEAR 2018-2019 2. PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2016-2017, ASSESSOR'S PARCEL NUMBER: 205-270-13-00 CODE AREA: 09000 1ST INSTALLMENT: $5,227.56 PAID 2ND INSTALLMENT: $5,227.56 PAID LAND: $937,740.00 IMPROVEMENTS: $43,615.00 EXEMPTION: NONE 3. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 4. WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT DISCLOSED BY THE PUBLIC RECORDS. 5. 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. 6. EASEMENTS OR CLAIMS OF EASEMENTS NOT SHOWN BY THE PUBLIC RECORDS. Page 4 of 17 CLTA Preliminary Report Form -Modified (11/17/06) - Title No.: 170164147 7. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR, OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. NOTE: **"WILL BE REMOVED FROM THE FINAL TITLE POLICY UPON RECEIPT OF THE EXECUTED BUYER/SELLER AFFIDAVITS*** 8. DEFECTS, LIENS, ENCUMBRANCES, ADVERSE CLAIMS OR OTHER MATTERS, IF ANY, CREATED, FIRST APPEARING IN THE PUBLIC RECORDS OR ATTACHING SUBSEQUENT TO THE EFFECTIVE DATE BUT PRIOR TO THE DATE THE PROPOSED INSURED ACQUIRES FOR VALUE OF RECORD THE ESTATE OR INTEREST OR MORTGAGE THEREON COVERED BY THIS COMMITMENT. NOTE: ***WILL BE REMOVED FROM THE FINAL TITLE POLICY*** 9. MUST BE PAID WHETHER IT'S UNDER THE PREVIOUS OWNER OR NOT. THEY ARE LIENABLE ITEMS THAT AFFECT THE PROPERTY. NEED TO BE CALLED ON AND OBTAIN DEMANDS. MUNICIPAL AND UTILITY SERVICES HAVE NOT BEEN EXAMINED FOR THIS COUNTY. 10. TAXES OR SPECIAL ASSESSMENTS WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE PUBLIC RECORDS. NOTE: ***TAXES WILL BE REFLECTED FROM PAYMENT THROUGH CLOSING*** 11. COVENANTS, CONDITIONS AND RESTRICTIONS (BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW) AS SET FORTH IN THE DECLARATION OF RESTRICTIONS. RECORDED: BOOK 26, PAGE 191, OFFICIAL RECORDS SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THAT A VIOLATION THEREOF SHALL NOT DEFEAT THE LIEN OF ANY MORTGAGE OR DEED OF TRUST MADE IN GOOD FAITH AND FOR VALUE. 12. IN THE EVENT THAT ANY EXCEPTION HEREIN CONTAINS COVENANTS, CONDITIONS AND RESTRICTIONS, SAID EXCEPTION OMITS ANY COVENANTS OR RESTRICTIONS, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW. 13. THE RECITAL CONTAINED ON THE MAP OF SAID LAND RELINQUISHED JURISDICTION AND CONTROL OVER ALL PIPES, POLES OR OTHER STRUCTURES, OR WORK, TREES AND ANYTHING OF WHATEVER NATURE THAT MAY BE UPON, ACROSS OR OER THE HIGHWAYS OFFERED FOR DEDICATION. 14. RIGHTS OF THE PUBLIC IN AND TO THE PORTION OF THE LAND LYING WITHIN ADAMS STREET AS DISCLOSED BY MAP ON FILE IN THE OFFICE OF THE COUNTY ASSESSOR OF SAN DIEGO COUNTY. 15. THE EFFECT OF A MAP PURPORTING TO SHOWN THE LAND AND OTHER PROPERTY, FILED MAP NO. 1591 OF RECORD OF SURVEYS. Page 5of 17 Cl TA Preliminary Report Form -Modified (11/17/06) .· C C Title No.: 170164147 16. A PENDING COURT ACTION AS DISCLOSED BY A RECORDED NOTICE: PLAINTIFF: ANTHONY CHAVEZ, INDIVIDUALLY AND FDBA C&C PROPERTIES, AND 3745 ADAMS STREET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY DEFENDANT: CATHERINE BRYAN IBARRA AKA CATHERINE BRYAN AKA CATHERINE IBARRA, AN INDIVIDUAL; BETTY BRYAN, AN INDIVIDUAL; THURMA L. STEWART, AN INDIVIDUAL; STEPHANIE E. CHRISTIAN, AN INDIVIDUAL; JOHN GARRY FAULKNER, AN INDIVIDUAL; DANIEL CHRISTIAN, AN INDIVIDUAL DBA DANA CAPITAL GROUP AND DBA EQUIHOUSE FUNDING; BANKERS HILL CAPITAL, INC., A CALIFORNIA CORPORATION; ALL PERSONS UNKNOWN, CLAIMING ANY LEGAL OR EQUITABLE RIGHT, TITLE, ESTATE LIEN, OR INTEREST IN THE PROPERTY DESCRIBED IN THE COMPLAINT ADVERSE TO PLAINTIFF'S TITLE, OR ANY CLOUD ON PLAINTIFF'S TITLE THERETO AND DOE 1 THROUGH DOE 100, INCLUSIVE COUNTY: SAN DIEGO COURT: SUPERIOR COURT CASE NO.: CIV RS 703 159 NATURE OF ACTION: LIS PENDENS RECORDED: 08/03/2007, INSTRUMENT NO 2007-0520879, OF OFFICIAL RECORDS 17. AN INSTRUMENT, UPON THE TERMS AND CONDITIONS CONTAINED THEREIN ENTITLED: CERTIFICATE OF NONCOMPLAINCE AGAINST: MTGLQ INVESTORS LP EXECUTED BY: CITY OF CARLSBAD RECORDED: 02/19/2014, IN INSTRUMENT NO. 2014-0067826, OF OFFICIAL RECORDS 18. A PENDING COURT ACTION AS DISCLOSED BY A RECORDED NOTICE: PLAINTIFF: CITY OF CARLSBAD, A CALIFORNIA MUNICIPAL CORPORATION, ON BEHALF OF THE PEOPLE OF THE STATE OF CALIFORNIA DEFENDANT: BETTY BRYAN, AN INDIVIDUAL;CATHERINE BRYAN, AN INDIVIDUAL;YUKIKO SUMIMOTO, AN INDIVIDUAL;EQUITY PARTNERS, LLC, A NEVADA LIMITED LIABILITY COMPANY; NOVELLEFINANCIAL SERVICES, A DELAWARE CORPORATION; LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE.AN ENTITY OF UNKNOWN STATUS; MTGLQ INVESTORS, LP, A DELAWARE LIMITED PARTNERSHIP; BANKERS HILL CAPITAL, INC., A CALIFORNIA CORPORATION; CYNDAHOW INVESlMENTS, LLC, AN ENTITY OF UNKNOWN STATUS; ANTHONY CHAVEZ, AN INDIVIDUAL; FDBA C&C PROPERTIES, AN ENTITY OF UNKNOWN STATUS; 3745 ADAMS STREET, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY; RICK ARDISSONI, AN INDIVIDUAL COUNTY : SAN DIEGO COURT: SUPERIOR CASE#: 37-2018-00007981-CU-OR-NC NATURE OF ACTION: LIS PENDENS RECORDED: 02/27/2018,DOCUMENT NO 2018-0076554 OF OFFICIAL RECORDS ORDER APPOINTING A RECEIVER PURSUANT TO HEALTH AND SAFETY CODE SECTION 17980.7 CASE# 37-2018- 00007981-CU-OR-NC RECORDED 08/23/2018 DOC# 2018-0347989, OFFICAL RECORDS 19. PURSUANT TO GOVERNMENT CODE SECTION 27388.1, AS AMENDED AND EFFECTIVE AS OF 1-1-2018, A DOCUMENTARY TRANSFER TAX (DTT) AFFIDAVIT MAY BE REQUIRED TO BE COMPLETED AND SUBMITTED WITH EACH DOCUMENT WHEN DTT IS BEING PAID OR WHEN AN EXEMPTION IS BEING CLAIMED FROM PAYING THE TAX. IF A GOVERNMENTAL AGENCY IS A PARTY TO THE DOCUMENT, THE FORM WILL NOT BE REQUIRED. DDT AFFIDAVITS MAY BE AVAILABLE AT A TAX ASSESSOR-COUNTY CLERK-RECORDER. 20. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION NOT SHOWN BY THE PUBLIC RECORDS. END OF EXCEPTIONS Page 6 of 17 Cl TA Preliminary Report Fonn -Modified (11/17/06) Title No.: 170164147 NOTES THE FOLLOWING NOTES ARE FOR INFORMATIONAL PURPOSE ONLY: 1. NOTE: ATTACH THE CLTA ENDORSEMENT FORM 116 INDICATING THAT THERE IS LOCATED ON SAID LAND A SINGLE FAMILY RESIDENCE KNOWN AS 3745 ADAMS ST, CARLSBAD, CA 92008 TO AN EXTENDED COVERAGE LOAN POLICY. 2. NOTE: THIS COMPANY WILL REQUIRE A STATEMENT OF INFORMATION FROM THE PARTIES NAMED BELOW IN ORDER TO COMPLETE THIS REPORT, BASED ON THE EFFECT OF DOCUMENTS, PROCEEDINGS, LIENS, DECREES, OR OTHER MATTERS WHICH DO NOT SPECIFICALLY DESCRIBE SAID LAND, BUT WHICH, IF ANY DO EXIST, MAY AFFECT THE TITLE OR IMPOSE LIENS OR ENCUMBRANCES THEREON. AFTER REVIEW OF THE REQUESTED STATEMENT{S) OF INFORMATION, THE COMPANY MAY HAVE ADDITIONAL REQUIREMENTS BEFORE THE ISSUANCE OF ANY POLICY OF TITLE INSURANCE. PARTIES : BUYER{S) (NOTE: THE STATEMENT OF INFORMATION IS NECESSARY TO COMPLETE THE SEARCH AND EXAMINATION OF TITLE UNDER THIS ORDER. ANY TITLE SEARCH INCLUDES MATTERS THAT ARE INDEXED BY NAME ONLY, AND HAVING A COMPLETED STATEMENT OF INFORMATION ASSISTS THE COMPANY IN THE ELIMINATION OF CERTAIN MATTERS WHICH APPEAR TO INVOLVE THE PARTIES BUT IN FACT AFFECT ANOTHER PARTY WITH THE SAME OR SIMILAR NAME. BE ASSURED THAT THE STATEMENT OF INFORMATION IS ESSENTIAL AND WILL BE KEPT STRICTLY CONFIDENTIAL TO THIS FILE.) 3. NOTE: 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. 4. NOTE: IF A COUNTY RECORDER, TITLE INSURANCE COMPANY, ESCROW COMPANY, REAL ESTATE BROKER, REAL ESTATE AGENT OR ASSOCIATION PROVIDES A COPY OF A DECLARATION, GOVERNING DOCUMENT OR DEED TO ANY PERSON, CALIFORNIA LAW REQUIRES THAT THE DOCUMENT PROVIDED SHALL INCLUDE A STATEMENT REGARDING ANY UNLAWFUL RESTRICTIONS. SAID STATEMENT IS TO BE IN AT LEAST 14-POINT BOLD FACE TYPE AND MAY BE STAMPED ON THE FIRST PAGE OF ANY DOCUMENT PROVIDED OR INCLUDED AS A COVER PAGE ATTACHED TO THE REQUESTED DOCUMENT. SHOULD A PARTY TO THIS TRANSACTION REQUEST A COPY OF ANY DOCUMENT REPORTED HEREIN THAT FITS THIS CATEGORY; THE STATEMENT IS TO BE INCLUDED IN THE MANNER DESCRIBED. 5. A REVIEW OF THE VESTING IS REQUIRED TO VALIDATE THE APPROPRIATE ENTITY FOR POA/CONVEYANCE PURPOSES. 6. NOTICE: PLEASE BE AWARE THAT DUE TO THE CONFLICT BETWEEN FEDERAL AND STATE LAWS CONCERNING THE CULTIVATION, DISTRIBUTION, MANUFACTURE OR SALE OF MARIJUANA, THE COMPANY IS NOT ABLE TO CLOSE OR INSURE ANY TRANSACTION INVOLVING LAND THAT IS ASSOCIATED WITH THESE ACTIVITIES. END OF NOTES 24 MONTH CHAIN OF TITLE NOTE: THE ONLY CONVEYANCE AFFECTING SAID LAND RECORDED WITHIN TWENTY-FOUR (24) MONTHS OF THE DATE OF THIS REPORT, IS AS FOLLOWS: A. GRANTOR: QUALITY LOAN SERVICE CORPORATION, AS TRUSTEE GRANTEE: MTGLQ INVESTORS, L.P RECORDED: 10/30/2009, IN INSTRUMENT NO 2009-0603574, OF OFFICAL RECORDS Page 7 of 17 CLTA Preliminary Report Form -Modified (11/17/06) c··--------~---:, C :) • CHICAGO TITLE INSURANCE COMPANY Attachment One (Revised •· 05-06-16) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 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; (iiij a separation in ownership or a change in the dinensions 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 pubfic records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value 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. Page 8 of 17 © Callfomla Land Tltle AsllOClatlon. All rights l'NeMld. The use of this Form ia 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 TiUe Association. Attachment One CA (Rev 05-06-16) '-' CHICAGO TITLE \el. INSURANCE COMPANY Attachment One (Continued) - -,,. 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 levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 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'$ 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; 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. Page 9 of 17 © Callfomla Land Title Aaaoclatlon. All rights rnarvad. The use of this Fonn is restricted to CL TA subseribe111 in good standing as of the date of use. All other uses ara prohibited. Reprinted under license or express pennission from the California Land TiUe Association. Attachment One CA (Rev 05-06-16) o------- o 0 '-' CHICAGO TITLE \el. INSURANCE COMPANY 6. Lacie of a right: Attachment One (Continued) 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: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21: Your Deductible Amount __ % of Policy Amount Shown in Schedule A or$ __ (whichever is less) __ % of Policy Amount Shown in Schedule A or$ __ (whichever is less) __ % of Polley Amount Shown in Schedule A or$ __ (whichever is less) __ % of Policy Amount Shown in Schedule A or$ __ (whichever is less) 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE Our Maximum Dollar Limit of Liability $ _ $ _ $ _ $ _ 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 of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1 (a) does not modify or limit the coverage provided under Covered Risk 5. Page 10 of 17 C> Callfomla Land Title AHoclallon. All rlghbl IWHrved. The use of this Fonn 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 Tille Assodation. Attachment One CA (Rev 05-06-16) • CHICAGO TITLE INSURANCE COMPANY Attactwnent One (Continued) (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; ( 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. Unenforoeability 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 unenforoeability 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 wiB 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: PARTI 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 levies taxes or assessments on real property or by the Public Records; (b} proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. Page 11 of 17 @ Callfomla Land lltle Auoclatlon. All rights -rvtld. The use of this Form is restricted to CL TA subscribers in good standing as of the date of usa. All other uses are prohibited. Reprinted under lk:ensa or express permission from the California Land TiUe Association. Attachment One CA (Rev 05-06-16) 0 0 0 /i.i\ CHICAGO TITLE \el. INSURANCE COMPANY Attachment One (Continued) 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; (bl 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. PARTII In addition to the matters set forth in Part I of this Schedule, the Tltle 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 of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. 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 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. Page 12 of 17 C> Callfomla Land Tltle Association. All rtghls reserved. The use of this Form Is reatricted to Cl TA subscribers in good atanding as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the C&llfomia Land Title Association. Attachment One CA (Rev 05-06-16) Iii.\ CHICAGO TITLE \el. INSURANCE COMPANY Attachment One (Continued) 5. Any lien on the TiUe 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 form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage In a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: 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 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-ASSESSMENTS PRIORITY ( 04-02-15) 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, 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 of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(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 1(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 Exdusion does not modify or limit the coverage provided under Covered Risk 7 or 8. Page 13 of 17 Attachment One CA (Rev 05-06-16) © California Land Tltle Anoclatlon. All rights rnervecl. The use of this Form is restricted to Cl TA sub1Crtbe111 in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Ti11e Association. C. .~ ) ,~.,, "-' CHICAGO TITLE \el. INSURANCE COMPANY Attachment One (Continued) 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 dale 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 or28); 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. 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 Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11 (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. 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. END OF ATTACHMENT ONE C> Callfomla land Tltle Aaaocl■tlon. All rights reserved. Page 14 of 17 The use of this Form Is restricted to CLTA subscribenl in good standing as of 1h11 date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land TiUe Association. Attachment One CA (Rev 05-06-16) FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE - Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, "FNF," "our," or ''we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. Types of Information Collected We may collect two types of information from you: Personal Information and Browsing Information. Personal Information. FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g. Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g. loan or bank account information); and • other personal information necessary to provide products or services to you. Browsing Information. FNF may automatically collect the following types of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or mobile device: • Internet Protocol (IP) address and operating system; • browser version, language, and type; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. How Personal Information is Collected We may collect Personal Information about you from: • information we receive from you on applications or other forms; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. How Browsing Information is Collected If you visit or use an FNF Website, Browsing Information may be collected during your visit. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Revised May 1, 2018 Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved. Links to Other Sites. FNF Websites may contain links to other websites. FNF is not responsible for the privacy practices or the content of any of those other websites. We advise you to read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: • To provide products and services to you or in connection with a transaction involving you. • To "improve our products and services. • To communicate with you about our, our affiliates', and third parties' products and services, jointly or independently. When Information Is Disclosed We may make disclosures of your Personal Information and Browsing Information in the following circumstances: • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to nonaffiliated service providers who provide or perfonn services or functions on our behalf and who agree to use the information only to provide such services or functions; • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; • to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety ofFNF, its customers, or the public. The law does not require your prior authoriz.ation and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authoriz.ation or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Please see "Choices With Your Information" to learn the disclosures you can restrict. Security of Your Information We maintain physical, electronic, and procedural safeguards to guard your Personal Infonnation. We limit access to nonpublic personal infonnation about you to employees who need to know that infonnation to do their job. When we provide Personal Information to others as discussed in this Privacy Notice, we expect that they process such information in compliance with our Privacy Notice and in compliance with applicable privacy laws. Choices With Your Information If you do not want FNF to share your information with our affiliates to directly market to you, you may send an "opt out" request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. 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Fidelity National Financial, Inc. All Rights Reserved. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The Ricky & Chico Trust Goldenwest Capital, LLC Trustee P.O. Box 10537 Newport Beach, California 92658 MAIL TAX STATEMENTS TO: The Ricky & Chico Trust Goldenwest Capital, LLC Trustee P.O. Box 10537 Newport Beach, California 92658 QUITCLAIM DEED THE UNDERSIGNED GRANTOR(s) DECLARE(s) D This transfer is exempt from the documentary transfer tax 00 The documentary transfer tax is $275.00 and is computed on: 00 the full value of the interest in the property conveyed D the full value less the value of liens or encumbrances remaining at the time of sale The property is located in an: □ unincorporated area. 00 the City of Carlsbad MTGLQ INVESTORS, L.P ., a Delaware limited partnership ("Grantor"), whose mailing address is 15480 Laguna Canyon Road, Suite 100 Irvine, CA 92618, for valuable consideration, the receipt of which is hereby acknowledged, grants and quitclaims to The Ricky & Chico Trust Goldenwest Capital, LLC Trustee ("Grantee") whose tax mailing address is P.O. Box 10531 Newport Beach, CA 92658, with quitclaim covenants, all right, title, interest and claim to the following land in the following real property: 1137429.02/LA -1- .. 0 ALL THAT CERTAIN PARCEL OF LAND SITUATED IN THE COUNTY OF SAN DIEGO AND STATE OF CALIFORNIA BEING KNOWN AND DESIGNATED AS FOLLOWS: ALL THAT PORTION OF TRACT 236 OF THUM LANDS IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY DECEMBER 9, 191S, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF ADAMS STREET A DISTANCE THEREON NORTH 28° 39' WEST 734.81 FEET FROM ITS INTERSECTION WITH THE CENTER LINE OF TAMARACK A VENUE. SAID POINT OF BEGINNING BEING ALSO THE NORTHEASTERLY CORNER OF THE PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO SALVADO AND YSIDRA TREJO BY DEED DATED JANUARY 19, 1931, AND RECORDED IN BOOK 1870, PAGE 77; RECORD OF DEEDS, THENCE ALONG THE NORTHWESTERLY LINE OF THE LAND SO CONVEYED TO TREJO SOUTH 61° 21' WEST A DISTANCE OF 446.86 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE NORTH 28° 39' WEST A DISTANCE OF 195.03 FEET TO THE MOST SOUTHERLY CORNER OF THAT PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO DEAN F. PALMER BY DEED DATED MAY 5, 1927 AND RECORDED IN BOOK 1335, PAGE 384, RECORD OF DEEDS, THENCE ALONG THE SOUTHEASTERLY LINE OF THE PALMER PORTION NORTH 61 ° 21' EAST A DISTANCE OF 446.86 FEET TO A POINT ON THE SAID CENTER LINE OF ADAMS STREET, THENCE ALONG THE CENTER LINE OF ADAMS STREET SOUTH 28° 39' EAST A DISTANCE OF 19S.03 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS: THE SOUTHERLY 200 FEET OF THAT PORTION OF TRACT 236 OF THUM LANDS, IN THE CITY OF CARI.,SBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1681, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 9, 1915, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF ADAMS STREET A DISTANCE THEREON NORffl 28° 39' WEST 734.81 FEET FROM ITS INTERSECTION WITH THE CENTER LINE OF TAMARACK A VENUE. SAID POINT OF BEGINNING BEING ALSO THE NORTHEASTERLY CORNER OF THE PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO SALVADO AND ISIDRA TREJO BY DEED DATED JANUARY 19, 1931, AND RECORDED IN BOOK 1870, PAGE 77; RECORD OF DEEDS, THENCE ALONG THE NORTHWESTERLY LINE OF THE LAND SO CONVEYED TO TREJO SOUTH 61 ° 21' WEST A DISTANCE OF 446.86 FEET TO THE MOST WESTERLY CORNER THEREOF; THENCE NORTH 28° 39' WEST A DISTANCE OF 195.03 FEET TO THE MOST SOUTHERLY CORNER OF THAT PORTION OF SAID TRACT 236 CONVEYED BY THE SOUTH COAST LAND COMPANY TO DEAN F. PALMER BY DEED DATED MAY 5, 1927 AND RECORDED IN BOOK 1335, PAGE 384, RECORD OF DEEDS, THENCE ALONG THE SOUTHEASTERLY LINE OF THE PALMER PORTION NORTH 61° 21' EAST A DISTANCE OF 446.86 FEET TO A POINT ON THE SAID CENTER LINE OF ADAMS 1137429.02/LA -2- -• STREET, THENCE ALONG THE CENTER LINE OF ADAMS STREET SOUTH 2So 39' EAST A DISTANCE OF 195.03 FEET TO THE POINT OF. BEGINNING. THE NORTHEASTERLY LINE OF SAID SOUTHWESTERLY 200 FEET BEING MEASURED PARALLEL WITH THE SOUTHWESTERLY LINE OF THE LAND HEREIN ABOVE DESCRIBED. TAX ID: 205-270-13 Property Address is: 3745 Adams Street Carlsbad, CA 92008 Being the same property transferred in the Trustee's Deed Upon Sale recorded on 10/30/2009 as Instrument No. 2009-0603574. GRANTEE IS TAKING TITLE SUBJECT TO ALL LIENS, FINES, AND VIOLATIONS. Grantor makes no representations or warranties, of any kind or nature whatsoever, whether expressed, implied, implied by law, or otherwise, concerning the condition of the title of the property prior to the date the Grantor acquired title. The real property described above is conveyed subject to and with the benefit of: All easements, covenants, conditions and restrictions of record; in so far as in force applicable. The real property described above is conveyed subject to the following: All easements, covenants, conditions and restrictions of record; All legal highways; Zoning, building and other laws, ordinances and regulations; Real estate taxes and assessments not yet due and payable; and Rights of tenants in possession. TO HA VE AND TO HOLD the same together with all and singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title interest, lien equity and claim whatsoever of the said Grantor, either in law or equity, to the only proper use, benefit and behalf of the Grantee forever. · I D7429.02/LA -3- Executed by the undersigned on S fl{ir,erAfJ.f.( J,\ , 2018: MTGLQ Investors, L.P., by Rushmore Loan Management Services LLC, Appointed As Attorney In Fact By, \.«<Vd,if Name: Snsao Chrjstv Assistant Vice President Its: --------------------- State of Califamia ·•~ County of __ '1:nl~ A notary public or other officer completing this certificate verities only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On .ber ~, ~\g before me, JM,,te. ~-'Kt" , Notary Public, personally appeared Susan Christy .ff!t--_-_-_-_-_-_--______ _ on behalf of MTGLQ Investors, L.P ., by Rushmore Loan Management Services LLC, Appointed As Attorney In Fact who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)@are subscribed to the within instrument and acknowledged to me that h~/they executed the same in hisf@their authorized capacity or capacities, and that by his.@their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of C~ that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature_ ~~ I 137429.02/LA -4- ,,,1\!111,,, JANICE L. RYAN ~·~~ lf_-1(•":'.::~Notarv Public, State of Texas :,I :,-1 "-"020 ;~.. '":;~ Comm. Expires 1 -1..-.. ~~:m;~~ Notary ID 130906993 C r., ... Golde~west Capital LLC ' ~ Opeh1ting Agreement A. THIS OPERATINO AOREl3MENT ofOoldenwest Capital LLC (the "Company") is entered into as of the date set forth on th♦ signature page hereto by each of the persons named in Exhibit A hereto (referred to individuall~ ~ a Member and collectively as the Members). 1 B. The Members have fonned a limited liabiliiy company under the Beverly-Killea Limited Liability Company Act ("Califoplia Limited Liability Company Act"). The articles of organization of the Company filed with ~e California Secretary of State are hereby adopted and approved by the Members. ! ' ~ . C. The Members enter into this "8reement to provide for the governance of the Company and the conduct of its business, and to sJ#:ify their relative rights and obligations. l; NOW THEREFORE, the Membet,s agree as follows: J: ~ { ; . ARTIGLE 1: DEFINITIONS f :_ : : Capitalized tenns used in this a~ment have the meanings specified in this Article or elsewhere in this agreement and when nd( so defined shall have the meanings set forth in the California Limited Liability Company ~-- j l "Capital Contribution" means th~-+mount of cash, property or services contributed to the Company. i ' ''Company" means Ooldenwest ~pita! LLC, a California limited liability company. . I: ccMember" me~s a Person who apguires Membership Interests, as permitted under this agreement, and who becomes or remains~ Member. "Membership Interests" means eifl,er Percentage Interest or Units, based on how ownership in the Company is expressed ~~ Exhibit 4. "Percentage Interest,. means a perp_ent ownership in the Company entitling the holder to an economic and voting interest in the Cqinpany. r~ "Person11 means an individual, pa_\1nersbip, limited partnership, trust, estate, association, corporation, limited liability company, or/9ther entity, whether domestic or foreign. "Unit" means a unit of ownershiJ.. in the Company entitling the Member holding such Unit to an economic interest and a voting[interest in the Company. C ARTICLE 2: CAPITAL AND CAPITAL CONTRIBUTIONS r ' 2.1 Initial Capital Contribution~ and Membenbip Interests. The Capital Contributions of the initial Members, as well as the Membership Interests of each Member, arc listed in Exhibit A, which is made part ot;lhis agreement. Membership Interests in the Company may be expressed either in Units or direq~y in Percentage Interests. ~. I 2.2 Subsequent Contrlbudons.l ;No Member shall be obligated to make additional capital contributions unless unanimouslx ~greed by all the Members. i: ' 2.3 Capital A1:eounts. Jndividt·• ca~tal acc?unts may be maintained for each Member consisting of that Member's Capital Con t,i'bution, (1) increased by that Member•s share of profits. (2) decreased by that Member's . · of losses and company expenses, (3) decreased by that Member's distributions and (4) adj . ,ed as required in accordance with applicable tax Jaws. L 2.4 Interest. No interest shall~ :Paid on Capital Contributions or on the balance of a Member's capital account. ! : 1: 2.5 Limited Liability. A Mem*-r shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of thd ~ompany except as otherwise provided in this agreement or as required by law. I ; i l: ; i I ARTICLE 3: ALLOfiATIONS AND DISTRIBUTIONS l: 3.1 Allocations. The profits and.f\osses of the Company and all items of Company income, gain, loss, deduction, or credit 4--11 be allocated, for Company book purposes and for tax purposes, pro rata in proportion to re~~ve Membership Interests held by each Member. 3.2 Diltrlbutlons. The Companf; shall have the right to make distributions of cash and property to the Members pro rata based ~ the relative Membership Interests. The timing and amount of distributions shall be detenniDffl by the Managers in accordance with California law. ARTICJ1B 4: MANAGEMENT 4.1 Management. The business~fthe Company shalJ be managed by one or more Managers. The Members initially nominp;e and elect the person(s) set forth in Exhibit B to serve as Manager(s) of the Company. Manage~ shall serve at the pleasure of the Members and may be elected or removed by Members holdipg a majority of the Membership Interests. Exhibit B shall be amended from time to time to ref ~t any changes in Managers. In the event of a dispute between Managers, fmal determination s\'11 be made by a vote of the majority of the Managers. Any Manager may bind the Company in ♦11 matters in the ordinary course of business. C ; 4.2 Meetings of Maoagen. Rekular meetings of the Managers are not required but may be held at such time and place as the Man.agers deem necessary or desirable fur the reasonable management of the Company. MeetingJ, inay take place in person, by conference telephone or by any other means permitted under California law. In addition, actions may be taken without a meeting if all of the Managers sign a wr~Ueii consent reflecting the action taken. 1 4.3 Banking. The Managers ar~ ~uthorized to set up one or more bank accounts and are authorized to execute any banking resol.Wons provided by the institution where the accowits are being set up. All funds of the Company ~hall be deposited in one or more accowits with one or more recognized financial institutions inj~hc name of the Company. ~ 4.4 Officen. The Managers areiauthorized to appoint one or more officers from time to time. The officers shaJI hold office untilltheir successors are chosen and qualified. Subject to any employment agreement entered intoll?etween the officer and the Company, an officer shall serve at the pleasure of the Managers. 'fAe current officers of the Company are listed on Exhibit ,e. l; ARTICLE 5: A9COUNTS AND ACCOUNTING 5.1 Accou.nts. Complete books ~f account of the Company's business, in which each Company transaction shall be fully and tt~cu1ately entered, shall be kept at the Company's principal executive office and shall be open to inspection and copying on reasonable notice by any Member, Manager or their autho~ representatives during nonnal business hours for purp~ses rea.sonably relat~ to the intere+.·.~~ of such person as a Member or Manager. The costs of such tnspectton and copYJng shall be borlt,e by the Member or Manager. · 5.2 Records. At all times durint ~e term of existence of the Company, and beyond that tenn if the Managers deems it necessary,\1}le Managers shall keep or cause to be kept the following: : (a) A current list of the ftiU name and last.known business or residence address of each Member and Manager, toge(ijer with the Capital Contribution, the amount and terms of any agreed upon future Capital Contribution, and Membership Interest of each Member; · · (b) A copy of the articlesi~f organization and any amendments; ' (c) Copies of the Compatiy's federal, state, and local income tax or infonnation returns end reports, if any, for thewx most recent taxable years; and (d) An original executed ~PY or counterparts of this agreement and any amendments. i 5.3 Income Tax Returns. Witliin 45 days after the end of each taxable year, the Company shaJI use its best efforts to ~ to each of the Members all information necessary for the Members to complete their federal ~ state income tax or information returns and a copy of the Company's federal, state, and local iJwome tax or infonnation returns for such year. ! 5.4 Tax Matters Member. Del)l,rls Oimian shall act as tax matters member of the Company to represent the Company (at ffi.e Company's expense) in connection wi1h all examinations of the Company's affairs b~ tax authorities and to expend Company funds for professional services and costs associa~ therewith. . ~ ' ARTICLE 6: MEMBERSHIP-MEETINGS, VOTING 1:. i· 6.1 Members and Voting Rflh... Members shall have the right and power to vote on all matters with respect to which this .ent or California law requires or permits such Member action. Voting shall be based o)l Membership Interests. Unless otherwise stated in this Agreement or under California law, the y~te of the Members holding a majority of the Membership Interests shall be required tp; approve or carry an action. {: ; . 6.2 Meetings. Regular or annual'.mectings of the Members are not required but may be held at such time and place as the Memli.¢rs deem necessary or desirable for the reasonable management of the Company. ! \ ; ~ L Meetings may be called by any ;~ber or members holding 10% or more of the Membership Interests, for the purpose OJ/"~dressing any matters on which the Members may vote. A written notice shall be given no~,~ess than 10 days nor more than 60 days before the date of the meeting to each member entitled tp; vote at the meeting. In any instance in which the approval of the Members is required un~~r this agreement, such approval may be obtained in any manner pennitted by California law. including by conference telephone or similar communications equipment. In additionf ~otice to any meeting may be waived, and any action which could be taken at a meeting can ~ ~pproved if a consent in writing, stating the action to be taken, is signed by the holders of the ipinimum Membership Interest needed to approve the action. · ARTICLE 7: wiTHDRA WAL A.NP TRANSFERS OF MEMBERSHIP INTERESTS 7.1 Withdrawal. A M~bcr m~y withdraw from the Company prior to the dissolution and winding up of the Company with th~'1fianimous consent of the other Members, or if such Member transfers or assigns all of his or ~er Membership Interests pursuant to Section 7.2 . below. A Member which withdraws pursu)mt to this Section 7.1 shall be entitled to a distribution in an amount equal to such Member's Capital Account. ·, i .4. C 7.2 Restrictions on Transfer. I,\ Member may transfer Membership Interests ro any other Person without the consent of any pther Member. A person may acquire Membership Interests directly from the Company upop the written consent of all Members. A person which acquires Membership Interests in acconijmce with this section shall be admitted as a Member of the Company after the person bas agreed to be bound by the terms of this Operating Agreement by executing a consent in the form of ~bit D. i. ' ARTICLE 8: DIS~OLUTION AND WINDING UP ; . 1: ! . 8.1 Dissolution. The Company p.Jlall be dissolved upon the first to occur of the following events: ; · (a) The vote of Member~ ~lding a majority of the outstanding Membership Interests to dissolve the Compant; i. (b) Entry of a decree ofj~dicial dissolution under Section 17351 of the California Corporations Code. ,. ' i ' (c) At any time there are AO Members, provided that tho Company is not dissolved and is not required to 1*-, wound up if, within 90 days after the occurrence of the event that terminated the continl{e,d membership of the last remaining Member, the legal representative of the last remainiilg Member agrees in writing to continue the Company and to the admission of the legal ~presentative of such Member or its assignee to the Co~pany as a Member, effectiv~~ of !he occurrence of the event that terminated the continued membership of the las~remaining Member, ) . i 8.2 No automatic dissolution up~n certain events. Neither the death, incapacity, disassociation, bankmptcy or withdraw~ of a Member shall automatically cause a dissolµtion of the Company. ' · -5- i ARTICLB.9; INDEMNIFICATION ' 9.1 lndemnlfiC?atlon. The Comkmy shall have the power to indemnify any Person who was or is a party, or who is threatened to;be made a party, to any proceeding by reason of the fact that such Person was or is a Member, ~ger, officer, employee, or other agent of the Company, or was or is serving at the req~est of the Company as a director, manager, officer, employee, or other agent of another Iimij~ liability company, corporation, partnership, joint venture, trust, or other enterprise, againsi ;expenses, judgments, fmes, settlements, and other amounts actually and reasonably inc~ by such Person in connection with such proceeding, if such Person acted in good faith and in a m.anner that such Person reasonably believed to be in the best interests of the Company, and, in t11~;case of a criminal proceeding, such Person had no reasonable cause to believe that the Persbn's conduct was unlawful. The tennination of any proceeding by judgment, order, settlemeht, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a p(e,Sumpti()n that the Person did not act in good faith and in a manner that such Person reasonably1~elieved to be in the best interests of the Company, or that the Person had reasonable cause to ~lieve that the Person's conduct was unlawful. i To the extent that an agent of thejCompany has been successful on the merits in defense of any proceeding, or in defense of any ql~im, issue, or matter in any such proceeding, the agent shall be indemnified against expenses aewaJly and reasonably incurred in connection with the proceeding. In all other cases, indemnifiijtion shall be provided by the Company only if authorized in the specific case unanimo~Jy by all of the Members. ~ "Proceeding," as used in this sectjpn, means any threatened, pending, or completed action or proceeding, whether civil, criminal, rstrative, or investigative. I 9.2 Expense,. Expenses of eac~_ferson indemnified under this agreement actually and reasonably incurred in connection with t(l~ defense or settlement of a proceeding may be paid by the Company in advance of the final dismsition of such proceeding, as authorized by the Members or Managers, as the case may ~. who are not seeking indemnification upon receipt of an undertaking by such Person to repay ~µch amount unless it shall ultimately be determined that such Person is entitled to be indemnifiedl~Y the Company. "Expenses," as used in this s~tioti, includes, without limitation, attorney fees and expenses of establishing a right to inde~fication, if any, under this section. ARTICLE 1d::OENERAL PROVISIONS f'. i: 10.1 Entire Agreement; Amen<bnent. This agreement constitutes tlle whole and entire agreement of the parties with respect to# subject matter of this agreement, and it shall not be modified or amended in any respect excej>,t by a written instrument executed by all of the Members. This agreement replaces and ~persedes all prior written and oral agreements by and among the Members. ' · -6- C 10.2 Governing Law; Severab~ty. This agreement shall be construed and enforced in accordance with the internal laws of the ~~ate of California. If any provision of this agreement is detennined by any court of competent jlJ#sdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provisi()n shall, if possible. be construed as though more narrowly drawn, if a narrower constructi~n would avoid such invalidity, illegality, or unenforceability or, if that is not possibt+, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severe4, and the remaining provisions of this agreement shall remain in effect. \ · ' 10.3 Benefit. This agreement sJi~ be binding on and inure to the benefit of the parties and their heirs, personal representatives, ;~d permitted successors and assigns. 10.4 Number and Gender. WJi~ever used in this agreement, the singular shall include the plwal and the plural shall include the ~ingular, and the neuter gender shall include the male and female as well as a trust, firm, compppy, or corporation, all as the context and meaning of this agreement may require. ' .10.5 No Third Party Beneficlab'. This agreement is made solely for the benefit of the parties to this agreement and their respeqtjve permitted successors and assigns, and no other person or entity shall have or acquire antrlght by virtue of this agreement. IN WITNESS WHEREOF, the parties have executed or caused to be executed this Operating Agreement as of the date below. TamaraReed -8- 'OFFICERS ; The followingperson(s) are elected as officers of the Company: ' Name of Officer Dennis Oimian Tamara Reed ~ President Director EXHIBITC C 0 State of California ; Se¢retary of State I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: - That the attached transcript of __ page(s) has been compared with the record on file in this qffioe, of which it purports to be a copy, and that it is full, true and correct. · Sec/Slate Fom1 CE· 107 (REV 11200n JN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of MAY 1,2009 & .. ~~ DEBRA BOWEN Secretary of State ~ 0$/>0IIUIUI C /31'/~S" ;·. FIie # 2 0 0 91 3 a State of Canjprnia J LLC-1 Secretary of ~tate filRSED.ID ; LIMITED LIABILITY COMPANY o ,f,llft ,, lllt 21003 6 ARTICLES OF ORGANlb\JION MAY 112009 i A $70,00 flllng fee muat accompanY, ~le form, IMPORTANT-Read Instructions before compJetlng thla form. This Space For FA,g Un Only lt;o . ENTITY NAMI {End the n■me wllh lhe worde "Limited Llab!llt)i mpany," or Iha 1bbrevlalfon1 'LLC" or 'L.L.C." The wordl -Umled" and •Company" may be allbravtaled lo "Lid." end "CO.,• respectively.) ; ' t. .NAME OF LIMITED LIABILITY COMPANY .. i Goldenwest Capital LLC l ;. I·' PURPOSE (TIMI following 1l1ltmeftt II requlrea by IIIIUIO and ~Id not be alered.) '' 2. riJ:~~~ ~:~=3t.=~~ ~1rJf ~5.:tiW'~'1.:Y~.OR ACTM1Y FOR WllCH A LIMITED LIABIUlY r·; ft INITIAL AGENT FOR SERVICE OP PROCESS (If Iha ■11'-nl 111n fndMdual, lhe •gent must reside In c.nrom1a and bolh 1111111 3 and 4 must be completed. If lhe 199nl Is I corporation, the agent muet hava oit'fite with the Callfomla Secretary of Sfala a C8ltlllca1e pursuant to Corporations Code 1ecllon 11J05 and lllm 3 n11111 bl completed (lllve Hem 4 bl■nk), \ ·: • 3, NAME OF INITIALAOENT FOR SERVICE OF PROCESS ;'1 Legalzoom.com, Inc. t 4, IF AN INDMDIJAL, AODRESS OF INITIAL AGENT FOR SERVl<*-:ol' PROCESS IN CALIFORNIA CITY STATE ZIPCOOE · i-. l CA t.: MANAGEMENT (Check only Ol'le) f•I {. ; 6, THI! LIMITED LIABAJTY COMPANY IMLL BE MANAGED BY: ~. . □ ONEMANAOER ' Ill MORE THAN ONE MANAGER □ ALL UMITEOLIABILITY COMPANYMEM8eR(8). :.· ADDITtONAL JNFORMATION ri 8. ADDITIONAL INFORMATION SEr FORTH ON 11-IE A ff ACHED P.AGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE ANO MADE A PART OF THIS CERTIFICATE. ·. :· · ; EXECUTION 1·: ! 7, I DECLAAl!'. I AM lliE PERSON WiO l!XEClnED THIS INIJTIUl~~NT, WHICH EXECUTION IS MY ACT AND DEEO. -,., 5/8/2009 ~~ I~ DATE 1111 1-mL ... I I ; :Shella Dang ~RY of : TYPE OR PRINT NAME OF ORGANIZER -i LUM (REV CM/2007) ~ . APPROVED l'f Sl!CRETAAV Of 8TATE ; • ! State of ~allfornla Secreta(y of State ! STATEMENT Ol1 INFORMATION (Limited Ll■n!Jty Company) Flllna Fee $20,00, If amendment. 1 •• Instructions. IMPORTANT-READ INSTRUCTIONS BE!l'OI & COMPLETING THIS FORM 1, LIMITED LIAIILITYCOMl'ANY NAMI (Pleaeck>IIOIIIWfllll'!'ltPM~.J Goldenwest Capital LLC DUE DATE: ,. I ! FILE NUMBER AND STATE OR PLACI! OF ORGANIZATjON Lh ENDORSED -FILED In lheofflce of the secretaiyof State of ttle State of Celfomla JUN 112009 This Spac,e For Filing U.. Only 2. SECR£TARYOF8TA11! FILENUMIIIEII 200913210036 1 3, 8TATI OR PLACE 01' OAGANll.ATION Callfomla COMPLETE ADDR&IIE8 FOR THI FOLLOWINO (Do ""'ebbnM1te h 1111me of lht en,, Html-' 111d 6 Clnnot be P.O. Boxes.) 4. STR&&T ADOA&II OF PRINCIPALIXECUTIVI OPFICti 3 Rana 5. CAU,ORHIA OFFIC& YM&AI RECORDS ARli MAWTAIN&D (DOll..,.CONLYJ 3 Rana f1 . ' ciTY AND 8TATI! Irvine CITY Irvine NAME AND COMPLETE ADDRE88 OF THE CHIii' l!!Xl!CUTM! OFFICER, IP ANY o. NAME ADDIIIISS F1 CITY AND STATE ZIPCOOE CA 92612 STATE ZIPCOOI: CA 92612 ZJPCODI NAM! AND COMPLETE ADDRl!88 01' ANY MANAGlffl OR MANAOl!R8; OR IP NONI! HAY! BEEN APPOINTED OR l!Ll!CT!O, PROVIDE THE NAME AND ADDRESS OF l!ACH Ml!MBIJ.R Wlach ldclMlonil oaaa1, If necttSllfY.J 7. NAME ADORl!SS f:'' CITYANDSTAT5 1JPCODE i: Dennis Glmian 3 Rana 1 · Irvine CA 92612 ; : •• NM!E AOOfll!IS •'· CITY AND $TATe ZIPCOOE Tamara Reed 3Rana ' Irvine CA 92612 ; ••. . NAMi .ADDJiu.& .. , . ..• CnYANDSrATe .. ZIUODE •" .... . ... ,.. }°!' ··•-•-'• . . AGENT FOR SERVICE OF PROCE88 (If Ille eo,nl It ■n lnclMdual, Iha 1111ant must ttlldll In Clllfomla 111d Item 1 t mllll be completed wt111 a Cllfoml• ~ess. If the agent II I COrp(IIIIIOII, 1ht Jgenl must IIIY8 on fiN'Wlth the Clfifotnll SICNla,y of Slate I cer1111cate pureu1nl lo Colporallont Code s■dlon 1509 and Item 1 t muat be lei blanl!..) · :• ·• 10. NAME OF AO&NT FOR S61\VICe OF f'ROC4iSS Legalzoom.com, Inc. 11. AOMESS OF AGENT FOR SERVIC& OF PROCESS IN CALIF~ iF ANINDM>UAL CITY . l' r: TYPI! OP BU81Nl!88 ,2. CESCRIBE THS TYPE OF SUSINESS OFntl LIMITED LIABILITY COJ,!PANY t'' Buy, Rehab and Sell Real Estate : '. U. THE INFOIWAT!ON CONTAINEDflEREIN 18 TRU& N40 CORREOT+ \ LLC·SI (RIV 05'a005) STATE CA ZJPCOOE Authorized Rep. 05/20/09 TITLE OAT&