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Home My WebLink AboutSDP 2018-0015; CARLSBAD VILLAGE SHOPPING CENTER; Site Development Plan (SDP).. {'city of Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Development Permits D Coastal Development Permit D Minor D Conditional Use Permit D Minor D Extension D Day Care (Large) 0 Environmental Impact Assessment D Habitat Management Permit D Minor D Hillside Development Permit D Minor D Nonconforming Construction Permit D Planned Development Permit O Minor D Residential D Non-Residential D Planning Commission Determination D Reasonable Accommodation ~Site Development Plan D Special Use Permit ~Minor D Tentative Parcel Map (Minor Subdivision) D Tentative Tract Map (Major Subdivision) D Variance D Minor (FOR DEPT. USE ONLY) Legislative Permits S"Pr- '2-C>\9 -001C:. D General Plan Amendment D Local Coastal Program Amendment D Master Plan D Amendment D Specific Plan □Amendment D Zone Change D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative D Minor D Major Village Review Area Permits D Review Permit D Administrative D Minor D Major (FOR DEPT. USE ONLY) E] NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST AT (760) 602-2723 TO SCHEDULE AN APPOINTMENT. •SAME DAY APPOINTMENTS ARE NOT AVAILABLE ASSESSOR PARCEL NO(S): LOCATION OF PROJECT: (STREET ADDRESS) NAME OF PROJECT: ~ l?,/l,'v v'l~f!T. S'~~P\NC::r-CG~ BRIEF DESCRIPTION OF PROJECT: PROJECT VALUE (SITE IMPROVEMENTS) FOR CITY USE ONLY i Development No. bb V Z.Q I '21 -0 I <3 1- P-1 ESTIMATED COMPLETION DATE Lead Case No. Page 1 of 6 Revised 03/17 ' OWNER NAME (PLEASE PRINT) INDIVIDUAL NAME ~ Flt~, \/1Cvf,t.e;1QaJ (if applicable): COMPANY NAME I (if applicable): ~IZF \ CM.t..sgAD LJ,.L. MAILING ADDRESS: l I "'1\ SA-r-l ../lc.ENTf= ~D. ~'lO CITY, STATE, ZIP: UJS At-l&BieS. CA q()OL.\C'\_ TELEPHONE: [~l1>J ,Y"ib-"-(1~~ EMAIL ADDRESS: -scorrl4) ~0oA ~'-• t.cM. I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSE~~-.'--1 4.-to--\~_ SIGNATURE V II \ DATE APPLICANT'S REPRESENTATIVE (Prinl): MAILING ADDRESS: CITY, STATE, ZIP: TELEPHONE: EMAIL ADDRESS: 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 KNOWLEDGE. SIGNATURE DATE \ . ., APPLICANT NAME ➔~DIVIDUAL NAME f applicable): COMPANY NAME (if applicable): (PLEASE PRINT) ~~D {SAth,A /4;.A\L ~iN6/lS )MAILING ADDRESS: 1 llol\ SAN 'vl~ ~Lu.P-U.."\00 CITY, STATE, ZIP: lS6. AtJ~ 1 ~ "1,oc,...l<\ TELEPHONE: L ~l O) £...\ Cl b -t..{ l "i 2-- EMAIL ADDRESS: ~,,-® '3f,:t..2of't-t'tc7fML,l'.<>M. I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. ==:-, I €s-t0-'2ol~ ,, . ./ ~I .,E ' 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. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIN.,....,,-,_,SUCCESSORS IN I EST. FOR CITY USE ONLY P-1 Page 2 of 6 RECEIVED AUG 2 4 2018 CITY OF CAhL~:BAD PLANNING DIVISION DATE STAMP APPLICATION RECEIVED RECEIVED BY: Revised 03/17 -I Indemnification and Insurance Requirement for Village Area Administrative Permit Certification Statement: I Certify that I am the Legal Business Owner of the subject business and that all of the above information is true and correct to the best of my knowledge. I agree to accept and abide by any conditions placed on the subject project as a result of approval of this application. I agree to indemnify, hold harmless, and defend the City of Carlsbad and its officers and employees from all claims, damage or liability to persons or property arising from or caused directly or indirectly by the installation or placement of the subject property on the public sidewalk and/or the operation of the subject business on the public sidewalk pursuant to this permit unless the damage or liability was caused by the sole active negligence of the City of Carlsbad or its officers or employees. I have submitted a Certificate of Insurance to the City of Carlsbad in the amount of one million dollars issued by a company which has a rating in the latest "Best's Rating Guide" of "A-" or better and a financial size of $50-$100 (currently class VII) or better which lists the City of Carlsbad as "additional insured" and provides primary coverage to the City. I also agree to notify the City of Carlsbad thirty days prior to any cancellation or expiration of the policy. The notice shall be delivered to: City Planner City of Carlsbad 1635 Faraday Avenue Carlsbad The insurance shall remain in effect for as long as the property is placed on the public sidewalk or the business is operated on the public sidewalk. This agreement is a condition of the issuance of this administrative permit for the subject of this permit on the public sidewalk. I understand that an approved administrative permit shall remain in effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in compliance with the subject approved permit. Signature Date: Certification Statement: I Certify that I am the Legal Property Owner for the subject business location and that all of the above information is true and correct to the best of my knowledge. I support the applicant's request for a permit to place the subject property on the public sidewalk. I understand that an approved administrative permit shall remain in effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in compliance with the subject ap~ Signature ~ Date: <2:-lb-~ P-1 Page 3 of6 Revised 03/17 (city of Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Development Permits 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 0 Minor D HIiiside Development Permit O Minor D Nonconforming Construction Permit D Planned Development Permit D Minor D Residential D Non-Resldentlal D Planning Commission Determination D Reasonable Accommodation D Site Development Plan D Special Use Permit OMinor .K{" Tentative Parcel Map (Minor SubdlVislon) D T entatlve Tract Map (Major Subdivision) D Variance OMinor (FOR DEPT. USE ONLY) Legislative Permits ,.,, 5 t<> I<'>· oO I'+' 0 General Plan Amendment D Local Coastal Program Amendment D Master Plan D Specific Plan 0 Zone Change □Amendment □Amendment 0 Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative O Minor O Major Vlllage Review Area Permits 0 Review Permit 0 Administrative D Minor D Major (FOR DEPT. USE ONLY) NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST AT (780) 602-2723 TO SCHEDULE AN APPOINTMENT. *SAME DAY APPOINTMENTS ARE NOT AVAILABLE ASSESSOR PARCEL NO(S): LOCATION OF PROJECT: NAME OF PROJECT: BRIEF DESCRIPTION OF PROJECT: PROJECT VALUE (STREET ADDRESS) c,tlZ. l-Sli,IH) vlu..+e;,.: {pMM~M-~ (SITE IMPROVEMENTS) NOt-f: p/1,bM~ ESTIMATED COMPLETION DATE FOR CITY USE ONLY Development No. b E?✓ W ( i3 -0 t i;' 1 Lead Case No. P-1 Page 1 of 8 Revised 03117 OWNER NAME (PLEASE PRINT) APPLICANT NAME (PLEASE PRINT) INDIVIDUAL NAME INDIVIDUAL NAME ~~ '(..e:/J\) (If applicable): (If applicable): COMPANY NAME 13fl.r\ C~(I..U;. 'BM:> uc... COMPANY NAME ~A lrertt\ t-'fM:UJau:. (If applicable): (If applicable): MAILING ADDRESS: ll {<1 l\ <$AN IJ1C-ErJ W-1!,\..\/Q, a-. <1,:,c:: MAILING ADDRESS: I\ '2 I\ "?AtJ ~\c.aJJE: • ~ oo CITY, STATE, ZIP: b:>s A~OE::lE".>. c I< q~ CITY, STATE, ZIP: Los,~~. c.J.. qoo4"\ TELEPHONE; ('e, \ ~ t.itt "' -~ \ ~ ;z_ TELEPHONE: (~\q) l--\'\&,.-i-fl~"Z- EMAIL ADDRESS: --'Se.,,,.,... (j)~ ('le,fr\l.,; (oM_ EMAIL ADDRESS: :":x~~~\l,.., l.,,t,.A. I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOW OGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES~~:P~ ~ \ol-:;1 jza,e LD-}<I-L-$ I ,. SIGNATURE '-) • \ DATE -·-.. ~1URE DATE APPLICANT'S REPRESENTATIVE {Print): ~A~!c,-/ ✓Aiv' ~ MAILING ADDRESS: 5[!-tO r::tLIA-tt-S fl,f) . CITY, STATE, ZIP: ,,4,.,. Plf-§0 CA qzlfo ' TELEPHONE; t,l'I · ?'tl-070? EMAIL ADDRESS; /LVAtvvtt:r '1.-: R.IU-6.tvfif.,..,c(; /t .. vlt,. (aM I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION ANO THAT ALL THE ABOVE INFORMATION IS TRUE ANO CORRECT TO THE BEST OF MY KN°[f;Vw-J-0101 /te; SIG TURE oA)t r 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. IN-IE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCES O IN INTEREST. FOR CITY USE ONLY P-1 Page.2 of6 REC~IVED NOV O 1 2018 CITY OF CARLSBAD PLANNING DIVISION DATE STAMP APPLICATION RECEIVED RECEIVED BY: Revised 03/17 Indemnification and Insurance Requirement for Villa e Area Administrative Permit Cerlification Statement: I Certify that I am the Legal Business Owner of the subject business and that all of the above information is true and correct to the best of my knowledge. I agree to accept and abide by any conditions placed on the subject project as a result of approval of this application. I agree to Indemnify, hold harmless, and defend the City of Carlsbad and its officers and employees from all claims, damage or liability to persons or property arising from or caused directly or Indirectly by the installation or placement of the subject property on the public sidewalk and/or the operation of the subject business on the public sidewalk pursuant to this permit unless the damage or liability was caused by the sole active negligence of the City of Carlsbad or its officers or employees. I have submitted a Certificate of Insurance to the City of Carlsbad in the amount of one million dollars issued by a company which has a rating in the latest "Best's Rating Guide" of "A-" or better and a financial size of $50-$100 (currently class VII) or better which lists the City of Carlsbad as "additional Insured" and provides primary coverage to the City. I also agree to notify the City of Carlsbad thirty days prior to any cancellation or expiration of the policy. The notice shall be delivered to: City Planner City of Carlsbad 1635 Faraday Avenue Carlsbad The insurance shall remain in effect for as long as the property is placed on the public sidewalk or the business is operated on the public sidewalk. This agreement is a condition of the issuance of this administrative permit for the subject of this permit on the public sidewalk. I understand that an approved administrative permit shall remain in effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in compliance with the subject approved permit. Signature __________________ _ Date: _________ _ Cerlification Statement: I Certify that I am the Legal Property Owner for the subject business location and that all of the above information is true and correct to the best of my knowledge. I support the applicant's request for a permit to place the subject property on the public sidewalk. I understand that an approved administrative permit shall remain in effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in compliance with the subject approved permit. Date: __ l 'D_~_~_L_-_L_S. __ _ P-1 Page 3 of 6 Revised 03/17 .t...t' I • • ' C cicyaf Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person N/A Corp/Part_N_IA __________ _ Title ------------Title ____________ _ Address -----------Address ____________ _ 2. OWNER (Not the owner's agent) P-1 (A) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person NIA -----------Corp/Part_N_IA __________ _ Ti tie ___________ _ Title ______________ _ Address -----------Address ____________ _ Page 1 of 2 Revised 07/10 I'• .. 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust________ Non Profit/Trust _________ _ Title ------------Title _____________ _ Address -----------Address. ____________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes ~ No If yes, please indicate person(s):. __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. e-to -2.o\f!> Signature of t Print*?!\°~o~ 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 of 2 Revised 07/10 «~·'· ~ C I TY OF DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov CARLSBAD Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person Is defined as "Any Individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; howeve~, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate pa'e may be attached if necessary.) Person rJ A Corp/Part I ------------ Tit I e ____________ Title _____________ _ Address _________ _ Address ___________ _ 2. OWNER (Not the owner's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person i\J / A Corp/Part __________ _ I Title ___________ _ Title _____________ _ Address. _________ _ Address__,_ ___________ _ P-1(A) Page 1 of 2 Revised 07/10 • 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust. list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust.________ Non Profit/Trust. ________ _ Title -----------Title ____________ _ Address _________ _ Address. ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes D No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. Jo,;co \.--. ~½~ bCOTI ~Nt> Print or type name of owner I Print or type name of applicant Signature of owner/applicant's agent lf applicable/date Print or type name of owner/applicant's agent P-1(A) Pago2of2 Revised 07/10 {city of Carlsbad PROJECT DESCRIPTION P-1(8) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov PROJECT NAME: CARLSBAD VILLAGE PLAZA -LOT LINE ADJUSTMENT APPLICANT NAME: SCOTT KENO, C/O BRFI CARLSBAD LLC Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: We own the shopping center located at 945 -1065 Carlsbad Village Drive, which is sometimes referred to as "Carlsbad Village Shopping Center", "Village Plaza", or "Poinsetta Plaza". Due to the proposed 1-5 freeway widening project, we wish to adjust the lot lines so that in the event any future Caltrans taking / eminent domain action occurs, the shopping center is configured so that it can function properly. Currently, there are three separate APNs that constitute the site (203-320-28-00; 203-320-29-00; and 208-320-30-00). These APNs cut right thru buildings and don't make sense given the physical layout of buildings on the property. We are not proposing any new construction. Rather, thru the lot line adjustment process, we seek to put each "group" of buildings on separate legal parcels. Each legal parcel would be operated together in unison as a shopping subject to a reciprocal easement agreement (REA), a copy of which has been attached for the City's review. This project was discussed in meetings with Teri Delcamp and David Rick on 1/18/2018 and on 6/13/2018. If you have any questions, please do not hesitate to contact me. With thanks, Scott Kend c/o BRFI Carlsbad LLC (310) 496-4142 P-1(8) Page 1 of 1 Revised 07/10 «~' ~ CITY OF CARLSBAD PROJECT DESCRIPTION P-1(8) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov PROJECT NAME: ----=C-'A-'-fl_L-_:_S_B_lfc> __ v_iL<..)¼_..:..:..::£:...__Ct>::...M_.M._;_'E_:_ll_c_t_4-L_~ __ ....:_ ___ _ APPLICANT NAME: _s..._·"'=-'-rr-'-__:,:_.:....::::EE..:...IVD-=------------------ Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: 71f15 /Mja-, l'TUIPt?fC.S- 8 'i:XI SD ye, p ~ L <;" I r,'TV P-1(B) Page 1 of 1 Revised 07/10 Ccityof 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): Ii) The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. D 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: SCOTT KEND Address: 11611 SAN VICENTE #900 LOS ANGELES, CA 90049 Phone Number: 310-496-4142 PROPERTY OWNER Name: BRFI CARLSBAD LLC Address: 11611 SAN VICENTE #900 LOS ANGELES, CA 90049 Phone Number: 31 0-496-4142 Address of Site: 945 -1065 Carlsbad Village Drive, Carlsbad CA 92008 Local Agency (City and county): Carlsbad City; San Diego County Assessor's book, page, and parcel number: 203-320-28-00; 203-320-29-00; 203-320-30-00 Specify list(s):_n_la ___________________________ _ Regulatory Identification Number:_n_la _____________________ _ Date of List: n/a ----------------------------- ---: ~~-~n'-"""S ... i g"";:~:--'p)'-r e=/ D=-a--'t e""~---_e=...-t_o_-_""2.c __ l_~--~ '{-LD-fli 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) Page1of2 Revised 02/13 ' ' -'-. ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: ___________ (To be completed by City) Application Number(s): ________________________ _ General Information 1 _ Name of project: Carlsbad Village Plaza -Lot Line Adjustment 2. Name of developer or project sponsor: _B_R_F_I _C_a_r_ls_b_a_d_L_L_C _________ _ Address: 945 -1 065 Carlsbad Village Drive City, State, Zip Code: Carlsbad, CA 92008 Phone Number: 310-496-4142 3. Name of person to be contacted concerning this project: _S_c_o_t_t _K_e_n_d _______ _ Address: 11611 San Vicente Blvd, Suite 900 City, state, Zip Code: Los Angeles, CA 90049 Phone Number: 31 0-496-4142 4. Address of Project: 945 -1065 Carlsbad Village Drive Assessor's Parcel Number: 203-320-28-00; 203-320-29-00; 203-320-30-00 5. List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: Minor Site Development Plan 6. Existing General Plan Land Use Designation: _______________ _ 7. Existing zoning district: V-R Village Review Zone a. Existing land use(s): Commercial Shopping Center 9. Proposed use of site (Project for which this form is filed): Commercial Shopping Center (no changes) Project Description 10. Site size: _4_._1 _1_a_c_r_e_s ______________________ _ 11. Proposed Building square footage: no changes (58,980 SF) 12: Number offloors of construction: no changes (1 story) -------------------- 13. Amount of off-street parking provided: no changes (186 parking spaces) 14. Associated projects: _______________________ _ P-1 (D) Page 2 of 4 Revised 07/10 - 15. If residential, include the number of units and schedule of unit sizes: N/ A ---------- 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: ____________________ _ N/A 17. If industrial, indicate type, estimated employment per shift, and loading facilities: _N_I_A ___ _ 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: ________ _ N/A 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: N/A P-1(□) Page 3 of 4 Revised 07/10 ' . ' Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or roads. 22. Change in pattern, scale or character of general area of project. 23. Significant amounts of solid waste or litter. 24. Change in dust, ash, smoke, fumes or odors in vicinity. 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. 27. Site on filled land or on slope of 1 O percent or more. 28. Use of disposal of potentially hazardous materials, such as toxic substances, flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). 31. Relationship to a larger project or series of projects. Environmental Setting Attach sheets that include a response to the following questions: Yes No □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 □ 0 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. Date: B-2-\-?P l(:3 For: P-1(D) Page 4 of 4 Revised 07/10 {city of Carlsbad C TENTATIVE PARCEL MAP WAIVER OF PROCESSING TIME LIMITS P-1(F) Development Services Planning Division 1635 Faraday Avenue 760-602-4610 www.carlsbadca.gov Proposed Minor Subdivision No.: __________ _ Subdivision Map Act (SMA) Section 66452.1 sets a 50-day time limit for the Planning Division to process tentative parcel maps. Per SMA Section 66451.1, this time limit may be extended by mutual consent of the applicant and the city to allow for concurrent processing of related approvals or an environmental review of the project. By accepting applications for tentative parcel maps concurrently with applications for other approvals that are prerequisites to the map (e.g., Environmental Information Form, Environmental Impact Report, Condominium Permit, Planned Unit Development), the 50-day time limit is often exceeded. For the city to process a tentative parcel map application concurrently, the property owner or applicant must sign this agreement. If this agreement is not signed, the city will accept the tentative parcel map application only after all prerequisites to the map have been processed and approved. The undersigned acknowledges the processing time required by the city is expected to exceed the 50-day time restriction and hereby waives such time restriction for city planner action. P-1 (F) "'$t. OTT" \?c:-rJ\> Print Name ' l Signer is (check one): IO 1:1 Z0 16 □Property Owner ~pplicant Date Rev. 04/13 (cityof Carlsbad TENTATIVE PARCEL MAP TENANT NOTIFICATION STATEMENT (Statement of Compliance with Subdivision Map Act Sect. 66427.1) P-1(G) Proposed Minor Subdivision No.:. ___________ _ Development Services Planning Division 1635 Faraday Avenue 760-602-4610 www.carlsbadca.gov I hereby certify that I have read Subdivision Map Act Section 66427.1 (provided below) and that I will make all notifications to the tenants re uired therein. Signature Print Name ~roperty Owner D ~\_ □Applicant Signature Print Name □Property Owner 'i::lJApplicant Subdivision Map Act Section 66427.1 (a) The legislative body shall not approve a final map for a subdivision to be created from the conversion of residential real property into a condominium project, a community apartment project, or a stock cooperative project, unless it finds as follows: (1) Each tenant of the proposed condominium, community apartment project, or stock cooperative project, and each person applying for the rental of a unit In the residential real property, has received or will have received all applicable notices and rights now or hereafter required by this chapter or Chapter 3 (commencing with Section 66451 ). (2) Each of the tenants of the proposed condominium, community apartment project, or stock cooperative project has received or will receive each of the following notices: (A) Written notification, pursuant to Section 66452.9, of Intention to convert, provided at least 60 days prior to the filing of a tentative map pursuant to Section 66452. (B) Ten days' written notification that an appllcatlon for a public report will be, or has been, submitted to the Department of Real Estate, that the period for each tenant's right to purchase begins with the issuance of the final public report, and that the report will be available on request. (C) Written notification that the subdivider has received the public report from the Department of Real Estate. This notice shall be provided within five days after the date that the subdivider receives the public report from the Department of Real Estate. (D) Written notification within 10 days after approval of a final map for the proposed conversion. (E) One hundred eighty days' written notice of Intention to convert, provided prior to termination of tenancy due to the conversion or proposed conversion pursuant to Section 66452.11, but not before the local authority has approved a tentative map for the conversion. The notice given pursuant to this paragraph shall not alter or abridge the rights or obligations of the parties In performance of their covenants, Including, but not limited to, the provision of services, payment of rent, or the obligations Imposed by Sections 1941, 1941.1, and 1941.2 of the Civil Code. (F) Notice of an exclusive right to contract for the purchase of his or her respective unit upon the same terms and conditions that the unit will be Initially offered to the general public or terms more favorable to the tenant. The exclusive right to purchase shall commence on the date the subdivision public report Is Issued, as provided In Section 11018.2 of the Business and Professions Code, and shall run for a period of not less than 90 days, unless the tenant gives prior written notice of his or her Intention not to exercise the right. (b) The written notices to tenants required by subparagraphs (A) and (B) of paragraph (2) of subdivision (a) shall be deemed satisfied if those notices comply with the legal requirements for service by mall. (c) This section shall not diminish, limit or expand, other than as provided in this section, the authority of any city, county, or city and county to approve or disapprove condominium projects. (d) If a rental agreement was negotiated In Spanish, Chinese, Tagalog, Vietnamese, or Korean, all required written notices regarding the conversion of residential real property Into a condominium project, a community apartment project, or a stock cooperative project shall be Issued In that language. P-1(G) Page 1 of 1 Revised 11/12 ,. C cityof Carlsbad STORM WATER STANDARDS QUESTIONNAIRE E-34 Development Services land Development Engineering 1635 Faraday Avenue (760) 602-2750 www.carlsbadca.gov 1'ja.(5'J"DI ,,_.,.·,r,u,t·~•r; \ '~•: •.\ 1 r'• > • ~;( 1;<i,, , I'll_ · ~ '-'°A1 . ~•~-,;"~ • ..., }, , :,..1,.. ~ ':• ~:~:J,. h v f .. , ~.:.:.:..:..:...:i.~2:!: " To address post-development pollutants that may be generated from development projects, the city requires that new development and significant redevelopment priority projects Incorporate Permanent Storm Water Best Management Practices (BMPs) Into the project design per Carlsbad BMP Design Manual (BMP Manual). To view the BMP Manual, refer to the Engineering Standards (Volume 5). This questionnaire must be completed by the applicant In advance of submitling for a development applicatlon (subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of storm water s_tandards that must be applied to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'STANDARD PROJECT' requirements or be subject to 'PRIORITY DEVELOPMENT PROJECT' (PDP) requirements. Your responses to the questionnaire represent an Initial assessment of the proposed project conditions and Impacts. City staff has responsibility for making the final assessment after submission of the development application. If staff determines that the questionnaire was Incorrectly filled out and Is subject to more stringent storm water standards than Initially assessed by you, this will result In the return of the development application as Incomplete. In this case, please make the changes to the questionnaire and resubmit to the city. If you are unsure about the meaning of a question or need help In determining how to respond to one or more of the questions, please seek assistance from Land Development Engineering staff. A completed and signed questionnaire must be submitted with each development project application. Only one completed and signed questionnaire Is required when multiple development applications for the same project are submitted concurrently. PROJECT ID: ADDRESS: ct'{<:; -/O~S-CA,li/..5/llrt> v/i,,/...,f6£, Pit... APN: io-;-q,u;>-t.~1 V? 'I-~ The project Is (check one): 0 New Development O Redevelopment /J/ A The total proposed disturbed area Is: __,..,ef=-_ft2 , ____ __,) acres The total proposed newly created and/or replaced Impervious area Is: tJ( ft2 ( ) acres I If your project Is covered by an approved SWQMP as part of a larger development project, provide the project ID and the SWQMP # of the larger development project: Project ID ________________ SWQMP #: ________________ _ Then, go to Step 1 and follow the Instructions. When completed, sign the form at the end and submit this with your appllcatlon to the city. E-34 Page 1 of 4 REV 02/16 To determine if your project Is a "development project-, pl_ease answer the following question: YES NO Is your project LIMITED TO routine maintenance activity and/or repair/improvements to an existing building ~ O or structure that do not alter the size (See Section 1.3 of the BMP Design Manual for guidance)? If you answered "yes" to the above question, provide justification below then go to Step 5, mark the third box stating "my project Is not a 'development project' and not subject to the requirements of the BMP manual" and complete applicant Information. · Justification/discussion: (e.g. the project Includes only Interior remodels within an existing building): -r,,-1 ~ p,W'jE,C--T t7rz.cp<1S£~.. ,-;O (:.f'l.,4f/ll'i~ I /Vtl IMP/UNE~ at. ~-.$,IATl'~r,r, To determine if your project is exempt from PDP requirements pursuant to MS4 Permit Provision E.3.b.(3), please answer the following questions: Is your project LIMITED to one or more of the following: YES NO 1. Constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria: a) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non- erodible permeable areas; □ b) Designed and constructed to be hydraulically disconnected from paved streets or roads; c) Designed and constructed with permeable pavements or surfaces In accordance with USEPA Green Streets uldance? 2. Retrofitting or redeveloping existing paved alleys, streets, or roads that are designed and constructed in D accordance with the USEPA Green Streets guidance? 3. Ground Mounted Solar Array that meets the criteria provided In section 1.4.2 of the BMP manual? D D D □ If you answered "yes" to one or more of the above questions, provide discussion/justification below, then go to Step 5, mark the second box stating "my project Is EXEMPT from PDP ... " and complete applicant information. Discussion to justify exemption ( e.g. the project redeveloping existing road designed and constructed In accordance with the USEPA Green Street guidance): If OU answered "no" to the above uestions E-34 Page 2 of 4 REV04f17 , ✓ . . , .. ;;j•ftf · ;\ ~-., l ··' , . : ,-;;i:)·:1~-,u_,·,Jl',t:lq::';ff:-t:;1~T J~ J.~t!I 1~(:-\1,11 ::f~\:~~~ .. )~l,,i~(ito)~h'Jl=i~!11 -~J~{i:::1~J:.~<-f:, To determine If your project Is a PDP, please answer the following questions (MS4 Permit Provision E.3.b.(1)): YES NO 1. Is your project a new development that creates 10,000 square feet or more of Impervious surfaces collectively over the entire project site? This Includes commercial, industrial, residential, mixed-use, and 1>ubllc development projects on pub/Jc or private land. □ □ 2. Is your project a redevelopment project creating and/or replacing 5,000 square feet or more of Impervious surfac!3 collectively over the entire project site on an existing site of 10,000 square feet or D D more of Impervious surface? This Includes commercial, Industrial, residential, mixed-use, and pub/Jc development projects on 1>ubllc or Private land. 3. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of Impervious surface collectively over the entire project site and supports a restaurant? A restaurant Is D .□ a facility that sells prepared foods and drinks for consumption, Including stationary lunch counters and refreshment stands selling prepared foods and drinks for immediate consumption (Standard Industrial Classification (SIC) code 5812). 4. Is your project a new -or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entlre project site and supports a hlllslde development project? A hlllslde D D develooment orolect includes development on any natural slope that ls twenty-five percent or greater. 5. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of Impervious surface collectlvely over the entire project site and supports a parking lot? A parking lot Is □ D a land area or facility for the temporary parking or storage of motor vehicles used personally for business or for commerce. 6. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of Impervious street, road, highway, freeway or driveway surface collectively over the entire project site? A street, road, highway, freeway or driveway Is any paved Impervious surface used for the □ □ transoortatlon of automobiles, trucks, motorcycles, and other vehicles. 7. Is your project a new or redevelopment project that creates and/or replaces 2,500 square feet or more of Impervious surface collectively over the-entire site, and discharges dlrectly to an Environmentally D D Sensitive Area (ESA)? "Discharging Directly to• Includes flow that Is conveyed overland a distance of 200 feet or less from the project to the ESA, or conveyed In a pipe or open channel any distance as an isolated flow from the project to the ESA (I.e. not commingled with nows from adjacent lands).* 8. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface that supports an automotive repair shop? An automotive ~pair D D shop Is a facility that Is categorized In any one of the following Standard Industrial Classification (SIC) codes: 5013 5014 5541, 7532~7534 or 7536-7639. 9. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of Impervious area that supports a retail gasoline outlet (RGO)? This category Includes □ D RGO's that meet the following criteria: (a) 5,000 square feet or more or (b) a project Average Dally Traffic (ADTJ of 100 or more vehicles per day. 10. Is your project a new or redevelopment project that results in the disturbance of one or more acres of land D D and are expected to generate pollutants post construction? 11. Is your project located within 200 feet of the Pacific Ocean and (1) creates 2,500 square feet or more of Impervious surface or (2) Increases Impervious surface on the property by more than 10%? (CMC · D D 21.203.040) If you answered "yes• to one or more of the above questions, your project Is a PDP. If your project Is a redevelopment project, go to step 4. If your project Is a new project, go to step 5, check the first box stating "My project Is a PDP .. ." and complete applicant Information. If you answered "no" to all of the above questions, your project Is a 'STANDARD PROJECT.' Go to step 5, check the second box stating "My oro]ect Is a 'STANDARD PROJECT' ... " and complete aopllcant Information. Pago 3 of 4 REV04/17 • Complete the questions below regarding your redevelopment project (MS4 Permit Provision E.3.b.(2)): Does the redevelopment project result In the creation or replacement of Impervious surface In an amount of less than 50% of the surface area of the previously existing development? Complete the percent Impervious calculatlon below: Existing Impervious area (A) =· ___________ sq. ft. Total proposed newly created or replaced Impervious area (B) = ___________ sq.ft. Percent Impervious area created or replaced (BtAr100 = _____ % YES NO □ □ If you answered "yes", the structural BMPs required for PDP apply only to the creation or replacement of Impervious surface and not the entire development. Go to step 5, check the first box stating "My project Is a PDP ... " and complete applicant information. If you answered ·no," the structural BMP's required for PDP apply to the entire development. Go to step 6, check the check the first box statln "M ro ect Is a PDP ... " and com late a llcant Information. 0 My project Is a PDP and must comply with PDP stormwater requirements of the BMP Manual. I understand I must prepare a Storm Water Quality Management Plan (SWQMP) for•submlltal at time of application. 0 My project Is a 'STANDARD PROJECT' OR EXEMPT from PDP and must only comply with 'STANDARD PROJECT' stormwater requirements of the BMP Manual. As part of these requirements, I wlll submit a "Standard Project Requirement Checklist Form E-36' and Incorporate low Impact development strategies throughout my project. Note: For projects that are close to meeting the PDP threshold, staff may require detailed Impervious area calculations and exhibits to verify if 'STANDARD PROJECT' stormwater requirements apply. ~ My Project Is NOT a 'development project' and Is not subject to the requirements of the BMP Manual. Applicant Information and Signature Box ApplicantName, ~ Applicant Slgnat~===~==:;::::::,-.;....____;;;=c..,~=------ • Environmentally Sensitive Areas Include but are not limited lo all Clean Water Act Secllon 303(d) Impaired water bodies; areas designated as Areas of Speclal Biological Significance by the Stale Water Resources Control Board (Water Quenty Control Plan for the San Diego Basin (1894) and amendments); water bodies designated with the RARE beneficial use by the Stele Water Resources Control Board (Waler Quality Control Plan for the San Diego Basin (1994) and amendments); areas designated as preserves or their equivalent under the MulU Species Conservation Program v.ithln the Cities and County of San Diego; Habitat Management Plan; and eny other equlvalent environmentally senslllVe areas v.tilch have been Identified by the City, Thi B f. Cit U O I s ox or IV se mv YES NO City Concurrence: □ □ By; Date: Project ID: E-34 Page 4 of 4 REV04/17 RIW ------1·· . ...EX.1:/(?.'.lf.f.P!§'------- EX.6"SEWER . lEX,e'.'.&'f.Jl'.AUB f/;L: AVf'./ ..... ----- ' EXIST. 8/.IX,. E IST.FJI. EXIST. 8/.IX,. RIW RIW ~ ;; ~ ., z Ii 2(Y PARCEL 2 1.7 ACRES APN 203-320-30-00 S· ................................ w . .... ~ ····1 EXIST. ; GAS sr AT/ON ! '\ '\ t . ~1,,,,,,,s:y5.il.'.4o · ·········:::,:,:;:,:::;;::,:·::;;,·;;·:::::::::···::·:·::::::::·.-}i 1~;;;::10:'Jf;t:,-,73.66r;,~' EX RET.WALL HT.5.5'J EX.RU .WALL IHT.3'J APN 203-320-28-00 TENTATIVE PARCEL MAP 945-1065 CARLSBAD VILLAGE DRIVE -CARLSBAD, CA SITE DEVELOPMENT PERMIT (SOP 2018-0015) LEGEND PROJECT BOUNDARY---------- EXISTING LOT LINE ----------- EXISTING EASMENTS __________ _ ?8lD ~m~ ~~! PROPOSED LOT LINE----------- EXISTING TREE <TO REMA I NI-------- <l EX.RU.WALL <HT.B'J EXISTING DIRECTION OF FLOW-------ISURF ACE RUNOFF! EX.RU.WALL (AIAX HT.16'J EXISTING EASEf.lENTS ®~~TiD1:l R~~~f,t6~T 1JttElJ T~~~ ?:c1~~~~ Ai0~~R¼1~fs,u:g~~rt1P~I~N~~_i;§;,,J02 t THER INSTRUMENT NO. 66432 OF OFFICIAL RECORDS. ®~~iD1:l R~~~iM6~T 1JtR1lJ T~~~ f N~ !~~~~ Ai0~~R~~tls,u:ii~~rtr P~I~N~~_I;§i;J02 t THER INSTRUMENT NO. 66433 OF OFFICIAL RECORDS. 0~~ TJDf :l R~~~iM6~T 1JttElJ T~~~ f :c 1i~~~ Ai0~iiR~itts,utr ii~~r~NiEtii~~~T ~o,T?~l t1I INSTRUMENT NO. 228130 OF OFFICIAL RECORDS. .... ex . .1.:vi:.tt.e. ... G.A$ ____ ~~-----------~----·············c,;;···· EX.6'SEJY.EaeR,_+-------I -s~--~--®tJUTTHTr~6c~~GlJl R0lcci~8~6siP~~t J,~~~~§ r~ ?NRsff~~EtrJt\~lt6l6~~1!&11m~i;i, ®~~A~~r:c£~,R~1\D wW~s~SD~mo~cr~gEMXc69~~c:.Xfc~;LEfwfriE PlJ~to~A f1~~L!~ t~sfl1l~ ------It ...... EX.B"WATER ts· .............. 'II .............. ~-1----="'-POff;··o;4,r· .. A-vc;··tyiCA--rEo.>-----------. ~=~----------;f • ~EXIST.FJI. ., ~E,Xl$.!,f}:f. ________ ._ .... _ ... ,,,,,. ,, .. ccce·:.,f' 5620 FRIARS ROAD ...... , SANDIEGO,CA92110 k fF~i1\,~I~i.4165 ENGINEERING COMPANY RIW J-18293C rf(:kenglneerlng.com San Diego Rivt>rside ·Orange· San Luit Obispo· Bakersfield -Saaamento ·Phoenix-Tucson ,o 20 GRAPHIC ~ I •o 80 120 SCALE 1" = 40' NO. REVISION PREPARED BY 1 2 3 4 DATE DISCLOSED BY A MEMORANDUM OF LEASE RECORDED JUNE 25, 1969 AS INSTRUMENT NO. 114508 OF OFFICIAL RECORDS.ONLY EASEMENT DESCRIBED AS PARCEL 2 TOUCHES SUBJECT PROPERTY; PARCEL 1 IN MEMO IS ADJACENT ALLAHARI PARCEL. @:~uffStNET EfJ~MJ~ 1~0~o~N~~~~o: ~[lw1\~~ F~¼L TiE?NlNRSYMI~~?o~Rf~gRDr J:i1~':Mo~ND OF GAS AND FOR ALL PURPOSES CONNECTED THEREWITH UPON, ALONG AND UNDER THE HERINAFTER DESCRIBED RIGHT OF WAY, AT SUCH LOCATION AND EXCAVATION AS GRANTEE WAY NOW OR HEREAFTER DEEM CONVENIENT AND NECESSARY AT ANY TIME OR FROM TIME TO TIME, TOGETHER WITH THE RIGHT OF INGRESS THERETO AND EGRESS THEREFROM AND INCIDENTAL PURPOSES, RECORDED JANUARY, 19, 1970 AS INSTRUMENT NO. 9649 OF OFFICIAL RECORDS. @ ~~R~gm ft~E~~~CTH ~~R Ml~E Bn~i~~isJgrRt~u~~s;~~~m~ g6N~Ttf1~~cbiy c~~~um, MANHOLES, HANDHOLES AND JUNCTION BOXES WITH WIRES ANO CABLES PLACED THEREIN AND ABOVEGROUND STRUCTURES CONSISTING OF PADS, TRANSFORMERS, AND OTHER ABOVEGROUND STRUCTURES NECESSARY FOR THE OPERATION OF SAID UNDERGROUND FACILITIES AND ALL MISCELLANEOUS EDUIPMENT, AND MATERIAL CONNECTED THEREWITH, TOGETHER WITH THE RIGHT OF INGRESS THERETO AND EGRESS AND INCIDENTAL PURPOSES, RECORDED DECEMBER 27, 1971 AS INSTRUMENT NO. 301142 OF OFFICIAL RECORDS. ORIGINAL PLAN DATE: l 0-17-2018 PRELIMINARY NOT FOR CONSTRUCTION EXISTING CONDITIONS C3 Form No. 1068-2 C ALTA Plain Language Commitment r's conffl1tment No.: NCS-845473-A Page Number: 1 August 24, 2018 Update First American Title Insurance Company National Commercial Services August 24, 2018 David Stanek Paul Hastings LLP 71 S Wacker Dr Ste 4500 Chicago , IL 60606 Phone: (312)499-6095 Order Number: Property: Two Liberty Place, 50 South 16th St., Suite 2600 Philadelphia, PA 19102 NCS-845473-A 1025 Carlsbad Village Dr., Carlsbad, CA Attached please find the following item(s): Commitment Thank You for your confidence and support. We at First American Title Insurance Company maintain the fundamental principle: Customer First! First American Title Insurance Company Form No. 1068-2 ALTA Plain Language Commitment C CommitQ No : NCS-845473-A Page Number: 2 First American Title Insurance Company INFORMATION The Title Insurance Commitment is a legal contract between you and the company. It is issued to show the basis on which we will issue a Title Insurance Policy to you. The Policy will insure you against certain risks to the land title, subject to the limitations shown in the policy. The Company will give you a sample of the Policy form, if you ask. The Commitment is based on the land title as of the Commitment Date. Any changes in the land title or the transaction may affect the Commitment and the Policy. The Commitment is subject to its Requirements, Exceptions and Conditions. This information is not part of the title insurance commitment. TABLE OF CONTENTS Agreement to Issue Policy Schedule A 1. 2. 3. 4. Commitment Date Policies to be Issued, Amounts and Proposed Insured Interest in the Land and Owner Description of the Land Schedule B-1 -Requirements Schedule B-2 -Exceptions Conditions YOU SHOULD READ THE COMMITMENT VERY CAREFULLY. If you have any questions about the Commitment, please contact the issuing office. Page 3 4 4 4 4 ' , -. ' Form No. 1068-2 C ALTA Plain Language Commitment """\ Co~ment No.: NCS-845473-A Page Number: 3 COMMITMENT FOR TITLE INSURANCE Issued by First American Tttle Insurance Company Agreement to Issue Policy We agree to issue a policy to you according to the terms of this Commitment. When we show the policy amount and your name as the proposed insured in Schedule A, this Commitment becomes effective as of the Commitment Date shown in Schedule A. If the Requirements shown in this Commitment have not been met within six months after the Commitment Date, our obligation under this Commitment will end. Also, our obligation under this Commitment will end when the Policy is issued and then our obligation to you will be under the Policy. Our obligation under this Commitment is limited by the following: The Provisions in Schedule A. The Requirements in Schedule B-1. The Exceptions in Schedule B-2. The Conditions. This Commitment is not valid without Schedule A and Sections 1 and 2 of Schedule B. Form No. 1068-2 C CommitQ No.: NCS-845473-A Page Number: 4 ALTA Plain Language Commitment SCHEDULE A 1. Commitment Date: August 20, 2018 at 7:30 A.M. 2. Policy or Policies to be issued: Amount (AJ ALTA Owner's Policy $To Be Determined To Be Determined Proposed Insured: To Be Determined (BJ ALTA Loan Policy $To Be Determined To Be Determined Proposed Insured: To Be Determined 3. (AJ The estate or interest in the land described in this Commitment is: FEE (BJ Title to said estate or interest at the date hereof is vested in: BRFI Carlsbad, LLC, a Delaware limited liability company 4. The land referred to in this Commitment is situated in the City of Carlsbad, County of San Diego, State of California, and is described as follows: PARCEL 1: (j__oTS 1 TO 16 INCLUSIVE, IN BLOCK 74 AND THOSE PORTIONS OF BLOCK 74)TOGETHER WITH PORTIONS OF 6TH STREET AND 7TH STREET AND OAK AVENUE AS CLOSED AND VACATED TO PUBLIC USE AND THE ALLEYS ADJOINING AND LYING WITHIN THE SAID BLOCK(!N THE TOWN OF CARLSBAD, IN THE CITY OF CARLSBAD, llTHE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 535 FILED IN THE OFFICE OF THE COUNTY RECO!ER OF SAN DIEGO COUNTY, THE ABOVE DE CRIBED BLOCKS AND PORTIONS THEREOF BEING ALSO A PORTION OF TRACT 115 OF THE TOWN OF CARLSBAD, ACCORDING TO AMEN ED MAP THEREOF NO. 775\ FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, LYING WITHIN rf-iE FOLLOWING DESCRIBED LAND: BEGINNING AT A POINT OF INTERSECTION OF THE CENTER LINE OF 6TH STREET, WITH THE SOUTHEASTERLY LINE OF ELM AVENUE, THENCE NORTH 55° 24' 08" EAST ALONG THE SOUTHEASTERLY LINE OF ELM AVENUE TO THE MOST WESTERLY CORNER OF LAND DESCRIBED UNDER PARCEL 1 IN DEED TO PETER D. AGUILAR, ET UX, RECORDED JULY 17, 1961 IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, AS FILE NO. 121361, THENCE SOUTH 34° 38' 40" EAST 125 FEET, THENCE NORTH 55° 21' 20" EAST, 155.97 FEET TO A POINT IN THE BOUNDARY LINE OF THE LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 4, 1952 IN BOOK 4425, PAGE 246 OF OFFICIAL RECORDS, THENCE ALONG SAID BOUNDARY LINE, SOUTH 25° 16' 04" EAST, 178.41 FEET, THENCE SOUTH , Form No. 1068-2 C ALTA Plain Language Commitment "\ com!!l'(ment No.: NCS-845473-A Page Number: 5 29° 09' 22" EAST 99.58 FEET TO THE NORTHWESTERLY LINE OF OAK AVENUE, THENCE ALONG SAID LINE, SOUTH 53° 24' 06" WEST, 68.68 FEET TO AN ANGLE POINT IN THAT PORTION OF OAK AVENUE, AS VACATED AND CLOSED AND BEING POINT "X" OF THIS DESCRIPTION, THENCE ALONG THE SOUTHEASTERLY LINE OF SAID OAK AVENUE AS CLOSED, SOUTH 25° 14' 21" WEST 19.90 FEET TO AN ANGLE POINT THEREIN, THENCE SOUTH 55° 24' 08" WEST, ALONG SAID SOUTHEASTERLY LINE, 195 FEET, MORE OR LESS, TO THE POINT OF INTERSECTION WITH THE SOUTHEASTERLY PROLONGATION OF THE CENTER LINE OF 6TH STREET, THENCE NORTH 34° 33' WEST 410 FEET, MORE OR LESS TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION LYING NORTHEASTERLY AND SOUTHEASTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE CENTER LINE OF OAK AVENUE, DISTANT ALONG SAID CENTER LINE NORTH 55° 59' 02" EAST, 630.92 FEET FROM THE INTERSECTION OF SAID CENTERLINE WITH THE CENTERLINE OF HARDING STREET (FORMERLY FIFTH STREET), THENCE NORTH 23° 56' 31" WEST, 73.03 FEET, THENCE NORTH 18° 38' 47" EAST, 37.08 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 4, 1952, IN BOOK 4425, PAGE 246 OF SAID OFFICIAL RECORDS, DISTANT ALONG SAID SOUTHWESTERLY LINE SOUTH 28° 36' 17" EAST, 45.05 FEET FROM THE NORTHWESTERLY TERMINUS OF COURSE DESCRIBED AS "NORTH 29° 12' 10" WEST, 139.89 FEET" IN SAID DEED TO THE STATE OF CALIFORNIA. ALSO EXCEPT THEREFROM THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT POINT "X" ABOVE, BEING ALSO THE MOST EASTERLY CORNER OF LAND DESCRIBED IN PARCEL 3 OF A DEED TO THE STATE OF CALIFORNIA, RECORDED FEBRUARY 28, 1969, FILE NO. 35634 OF OFFICIAL RECORDS, THENCE ALONG THE BOUNDARY OF SAID STATE LAND, SOUTH 25° 14' 21" WEST (RECORD SOUTH 25° 49' 15" WEST) 19.90 FEET, SOUTH 55° 59' 02" WEST, (RECORD SOUTH 55° 59' 02" WEST) 27.79 FEET, NORTH 10° 59' 02" EAST 14.14 FEET TO THE NORTHWESTERLY LINE OF SAID OAK AVENUE AND ALONG SAID NORTHWESTERLY LINE, NORTH 53° 24' 06" (RECORD NORTH 55° 59' 02" EAST) 35.00 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THEREFROM THAT PORTION LYING NORTHEASTERLY OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHWESTERLY LINE OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 4, 1952, IN BOOK 4425, PAGE 246 OF OFFICIAL RECORDS, DISTANT ALONG SAID SOUTHWESTERLY LINE NORTH 24° 40' 13" WEST, 113.73 FEET FROM THE NORTHWESTERLY TERMINUS OF COURSE DESCRIBED AS "NORTH 29° 12' 10" WEST, 139.89 FEET" IN SAID DEED TO THE STATE OF CALIFORNIA, THENCE FROM A TANGENT WHICH BEARS NORTH 35° 04' 27" WEST, ALONG A CURVE TO THE LEFT, WITH A RADIUS OF 479.00 FEET, THROUGH AN ANGLE OF 7° 50' 51", A DISTANCE OF 65.61 FEET, THENCE NORTH 62° 17' 24" WEST, 72.87 FEET, THENCE NORTH 67° 12' 50" WEST, 70.64 FEET TO THE SOUTHEASTERLY LINE OF ELM STREET AS SHOWN ON SAID MAP NO. 775. PARCEL 2: {ALL OF LOTS 17 TO 32, INCLUSIVE, IN BLOCK 66 OF TOWN OF CARLSBAD, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 535) FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 2, 1888, A~D AMENDED MAP NO. 775, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 15, 1894. TOGETHER WITH THAT PORTION OF 6TH STREET AS SHOWN ON THE SAID MAP NOS. 535 AND 775, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: THE SOUTHWESTERLY HALF OF 6TH STREET AS SHOWN ON MAPS ABUIBNG THE SAID LOTS 17 TO 32, INCLUSIVE, IN THE SAID BLOCK 66 AS SHOWN ON THE MAP NOS. 535 AND 775. APN: 203-320-28-00 (Affects: Portion of Parcel 1) 203-320-29-00 (Affects: Portion of Parcel 1) 203-320-30-00 (Affects: Parcel 2) Form No. 1068-2 C ALTA Plain Language Commitment Commitg No.: NCS-845473-A Page Number: 6 The following requirements must be met: SCHEDULE B SECTION ONE REQUIREMENTS (A) Pay the agreed amounts for the interest in the land and/or the mortgage to be insured. (BJ Pay us the premiums, fees and charges for the policy. (CJ Documents satisfactory to us creating the interest in the land and/or the mortgage to be insured must be signed, delivered and recorded. (DJ You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions. (E) Releases(s) or Reconveyance(s) of Item(s): None (F) Other: None (G) You must give us the following information: 1. Any off record leases, surveys, etc. 2. Statement(s) of Identity, all parties. 3. Other: None The following additional requirements, as indicated by "X", must be met: [X] (HJ Provide information regarding any off-record matters, which may include, but are not limited to: leases, recent works of improvement, or commitment statements in effect under the Environmental Responsibility Acceptance Act, Civil Code Section 850, et seq. The Company's Owner's Affidavit form (as provided by company) must be completed and submitted prior to close in order to satisfy this requirement. This Commitment will then be subject to such further exceptions and/or requirements as may be deemed necessary. [] (I) An ALTNNSPS survey of recent date, which complies with the current minimum standard detail requirements for ALTA/NSPS land title surveys, must be submitted to the Company for review. This Commitment will then be subject to such further exceptions and/or requirements as may be deemed necessary. [X] (J) The following LLC documentation is required: (i) a copy of the Articles of Organization (ii) a copy of the Operating Agreement, if applicable (iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State (iv) express Company Consent to the current transaction Form No. 1068-2 C '"\ ALTA Plain Language Commitment Co~ment No.: NCS-84S473-A Page Number: 7 [] (K) The following partnership documentation is required: (i) a copy of the partnership agreement, including all applicable amendments thereto (ii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State (iii) express Partnership Consent to the current transaction [] (L) The following corporation documentation is required: (i) a copy of the Articles of Incorporation (ii) a copy of the Bylaws, including all applicable Amendments thereto (iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct Business within the State (iv) express Corporate Resolution consenting to the current transaction [X] (M) Based upon the Company's review of that certain partnership/operating agreement dated Not disclosed for the proposed insured herein, the following requirements must be met: Any further amendments to said agreement must be submitted to the Company, together with an affidavit from one of the general partners or members stating that it is a true copy, that said partnership or limited liability company is in full force and effect, and that there have been no further amendments to the agreement. This Commitment will then be subject to such further requirements as may be deemed necessary. [] (N) A copy of the complete lease, as referenced in Schedule A, #3 herein, together with any amendments and/or assignments thereto, must be submitted to the Company for review, along with an affidavit executed by the present lessee stating that it is a true copy, that the lease is in full force and effect, and that there have been no further amendments to the lease. This Commitment will then be subject to such further requirements as may be deemed necessary. [X] (0) Approval from the Company's Underwriting Department must be obtained for issuance of the policy contemplated herein and any endorsements requested thereunder. This Commitment will then be subject to such further requirements as may be required to obtain such approval. [] (P) Potential additional requirements, if ALTA Extended coverage is contemplated hereunder, and work on the land has commenced prior to close, some or all of the following requirements, and any other requirements which may be deemed necessary, may need to be met: [] (Q) The Company's "Indemnity Agreement I" must be executed by the appropriate parties. [] (R) Financial statements from the appropriate parties must be submitted to the Company for review. [] (S) A copy of the construction contract must be submitted to the Company for review. [] (T) An inspection of the land must be performed by the Company for verification of the phase of construction. [] (U) The Company's "Mechanic's Lien Risk Addendum" form must be completed by a Company employee, based upon information furnished by the appropriate parties involved. Form No. 1068-2 C ALTA Plain Language Commitment SCHEDULE B SECTION TWO EXCEPTIONS Commi2 No.: NCS-845473-A Page Number; 8 Any policy we issue will have the following exceptions unless they are taken care of to our satisfaction. The printed exceptions and exclusions from the coverage of the policy or policies are set forth in Exhibit A attached. Copies of the policy forms should be read. They are available from the office which issued this Commitment. 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $20,551.76, OPEN Penalty: $0.00 Second Installment: $20,551.76, OPEN Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 879-559-71-97 (Affects Portion of Parcel 1) 3. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: , $27,595.29, OPEN Penalty: $0.00 Second Installment: $27,595.29, OPEN Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 879-559-72-07 (Affects Parcel 2) 4. This item has been intentionally deleted. 5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code, 6. Abutter's rights of ingress and egress to or from freeway have been relinquished in the document recorded April 04, 1952 as Book 4425, Page 246 of Official Records. 7. A lease dated April 01, 1961, executed by Peter D. Aguilar and Luise W. Aguilar, husband and wife as lessor and Dawson Homes, Incorporated, a California corporation as lessee, recorded October 31, 1963 as Instrument No. 195252 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. Form No. 1068-2 C ALTA Plain Language Commitment Co~ment No.: NCS-845473-A Page Number: 9 8. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded April 13, 1964 as Instrument No. 66432 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein 9. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded April 13, 1964 as Instrument No. 66433 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein 10. An easement for either or both pole lines, for the purposes of transmission and distribution of electricity, together with the right of ingress and egress and incidental purposes, recorded December 30, 1968 as Instrument No. 228130 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein 11. Abutter's rights of ingress and egress to or from freeway have been relinquished in the document recorded April 01, 1969 as Instrument No. 54612 of Official Records. 12. Terms and provisions of an unrecorded lease dated October 09, 1968, by and between Peter D. Aguilar and Luise W. Aguilar, his wife as lessor and Texaco Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded June 25, 1969 as Instrument No. 114508 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 13. An easement for a line of pipe and all necessary and proper fixtures and equipment for use in connection therewith, for the transmission and distribution of gas and for all purposes connected therewith together with the right of ingress thereto and egress therefrom and incidental purposes, recorded January 19, 1970 as Instrument No. 9649 of Official Records. In Favor of: San Diego Gas and Electric Company, a corporation Affects: as described therein 14. An easement for the transmission and distribution of electricity for all purposes, underground facilities consisting of conduits, manholes, handholes and junction boxes with wires and cables placed therein and aboveground structures consisting of pads, transformers, and other aboveground structures necessary for the operation of said underground facilities and all miscellaneous equipment, and material connected therewith, together with the right of ingress thereto and egress and incidental purposes, recorded December 27, 1971 as Instrument No. 301142 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company, a corporation as described therein 15. Terms and provisions of an unrecorded lease dated January 10, 1994, by and between E.W. Dawson Corporation as lessor and Albertson's, Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded January 11, 1994 as Instrument No. 94-24337 of Official Records, as assigned to Smart & Final Stores LLC, a California limited liability company, by an Assignment and Assumption of lease dated December 16, 2015, containing no purchase options, rights of first refusal, or rights of first offer. Form No. 1068-2 C ALTA Plain Language Commitment '-•• -·•••··•-·-··----... -----·· CommiQt No.: NCS-845473-A Page Number: 10 Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 16. Survey prepared by LG Land Surveying, Inc., dated May 15, 2017, last revised May 23, 2017, under Job No. 201701531-001, shows the following: A. Three trash enclosures along the southerly boundary encroach into the Oak Avenue right-of· way. 17. Water rights, claims or title to water, whether or not shown by the public records. 18. Rights of parties in possession. -, Form No. 1068-2 c.. ALTA Plain Language Commitment cori1ffllfment No.: NCS-84S473-A Page Number: 11 INFORMATIONAL NOTES ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: $47.01, PAID Second Installment: $47.01, PAID Tax Rate Area: 09098 APN: 203-320-28-00 (Affects Portion of Parcel 1) 2. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: $2,763.35, PAID Second Installment: $2,763.35, PAID Tax Rate Area: 09098 APN: 203-320-29-00 (Affects Portion of Parcel 1) 3. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: $10,120.40, PAID Second Installment: $10,120.40, PAID Tax Rate Area: 09098 APN: 203-320-30-00 (Affects Parcel Two) 4. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: -$0.88, NO TAX DUE Penalty: $0.00 Second Installment: -$0.88, NO TAX DUE Penalty: $0.00 Tax Rate Area: 09098 A. P. No.: 879-559-71-87 (Affects Portion of Parcel 1) 5. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Commercial Structure known as 1025 Carlsbad Village Drive, Carlsbad, California. (Affects Parcel 2) Form No. 1068-2 C ALTA Plain Language Commitment 6. The property covered by this report is vacant land. (Affects Parcel 1) CommiQt No.: NCS-845473-A Page Number: 12 7. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: -------· ---- A document recorded February 07, 2017 as Instrument No. 2017-0061466 of Official Records. From: Robert D. Carroll, Successor Trustee, Trust "A", Glenn Stanley Carroll and E. Gloria Carroll Declaration of Trust dated June 29, 1981, wherein Glenn Stanley Carroll and E. Gloria Carroll are Trustors, as to an undivided 38.46% interest, and Robert D. Carroll, Successor Trustee, Trust "B", Glenn Stanley Carroll and E. Gloria Carroll Declaration of Trust dated June 29, 1981, wherein Glenn Stanley Carroll and E. Gloria Carroll are Trustors, as to an undivided 61.54% interest, wherein Glenn Stanley Carroll and E. Gloria Carroll are Trustors To: Robert D. Carroll, a single person A document recorded February 07, 2017 as Instrument No. 2017-0061467 of Official Records. From: To: Robert D. Carroll, a single person Robert D. Carroll, Trustee, UDT dated September 8, 1993, wherein Robert D. Carroll is the Truster A document recorded June 13, 2017 as Instrument No. 2017-026341 of Official Records. From: Robert D. Carroll, Trustee, UDT dated September 8, 1993 To: BRFI Carlsbad, LLC, a Delaware limited liability company 8. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer.***** C Form No. 1068-2 ALTA Plain Language Commitment CONDITIONS 1. DEFINITIONS ---. CO~ment No.: NCS-84S473-A Page Number: 13 (a)"Mortgage" means mortgage, deed of trust or other security instrument. (b)"Public Records" means title records that give constructive notice of matters affecting the title according to the state law where the land is located. 2. LATER DEFECTS The Exceptions in Schedule B -Section Two may be amended to show any defects, liens or encumbrances that appear for the first time in the public records or are created or attached between the Commitment Date and the date on which all of the Requirements (a) and (c) of Schedule B -Section One are met. We shall have no liability to you because of this amendment. 3. EXISTING DEFECTS If any defects, liens or encumbrances existing at Commitment Date are not shown in Schedule B, we may amend Schedule B to show them. If we do amend Schedule B to show these defects, liens or encumbrances, we shall be liable to you according to Paragraph 4 below unless you knew of this information and did not tell us about it in writing. 4. LIMITATION OF OUR LIABILITY Our only obligation is to issue to you the Policy referred to in this Commitment, when you have met its Requirements. If we have any liability to you for any loss you incur because of an error in this Commitment, our liability will be limited to your actual loss caused by your relying on this Commitment when you acted in good faith to: comply with the Requirements shown in Schedule B -Section One or eliminate with our written consent any Exceptions shown in Schedule B -Section Two. We shall not be liable for more than the Policy Amount shown in Schedule A of this Commitment and our liability is subject to the terms of the Policy form to be issued to you. 5. CLAIMS MUST BE BASED ON THIS COMMITMENT Any claim, whether or not based on negligence, which you may have against us concerning the title to the land must be based on this commitment and is subject to its terms. Form No. 1068-2 C 0 Commitment No : NCS-845473-A ALTA Plain Language Commitment Page Number: 14 •'~ I RrstAmerican1itle Privacy Information We Are Committed to Safeguarding Customer Information In order to better serve your needs now and In the future, we may ask you to provide us with certain Information. We understand that you may be concerned about what we will do with such information -particularly any personal or financial Information. We agree that you have a right to know how we will ut!Hze the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Poflcy to govern the use and handling of your personal Information. Applicability This Privacy Polley governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as Information obtained from a public record or from another person or entity. first American has also adopted broader guidelines that govern our use of personal information regardless of Its source. First American calls these guidelines Its Fair Information Values. Types of InfOf'matlon Depending upon which of our services you are utilizing, the types of nonpublic personal informatlOn that we may collect Include: • Informaticn we receive from you on appl'1cations, forms and In other communications to us, whether fn writing, In person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request Information from you for our own legitimate business purposes and not for the benefit of any nonafflliated party. Therefore, we will not release your lrtormatloo to nonaffillated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such Information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies Include financial service pr0viders, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies Involved In real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the Information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Polley will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic persona! information about you to those lndlviduals and entities who need to know that Information to provide products or services to you. We wlU use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulatloos to guard your nonpublic personal information. Information Obtained Through Our Web Site First American Flnancial Corporation Is sensitive to privacy Issues on the Internet. We believe it Is Important ycu know how we treat the information about you we receive on the Internet. In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar Information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site. There are times, however, when we may need Information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal Information. Usually, the personal information we collect is used only by us to respond to your inqu·1ry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above. Business Relationships First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. Whlle we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites. Cookies Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive. FirstAm.cgm uses stored cookies. The goal of this technology Is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience. Fair Information Values Fairness We consider consumer expectations about their privacy In all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy. Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. we actively support an open public record and emphasize its importance and contribution to our economy. Use We believe we should behave responsibly when we use Information about a consumer In our business. We will obey the laws governing the collection, use and dissemination of data. Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct Inaccurate information. When, as with the public record, we cannot correct Inaccurate information, we will take all reasonable steps to assist consumers in Identifying the source of the erroneous data so that the consumer can secure the required corrections. Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others In our Industry to collect and use Information In a responsible manner. Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain. Form SO~PRIVACY (9/1/10) Page 1 of 1 Privacy Information (2001-2010 First American Financial Corporation) Form No. 1068-2 C ALTA Plain Language Commitment Co~ment No.: NCS-845473-A Page Number: 15 EXHIBIT A UST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POUCY TYPE) 1, CAUFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POUCY -1990 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which ari5e 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 assessme,ts on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notice of 9..1ch proceedings, whether or not shown by the records of such agency or by the public records. 2. Ally facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspectOn of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts 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. 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 and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the landi (ii) the character, dimersions 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 encumtrance resulting from a violatlon 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 a rotice of a defec:'1 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 rot excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for vaUe 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 claimanti ( 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 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 evidmced 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 or interest insured by their policy or the tr,31saction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. 2. AMERICAN LAND TITLE ASSOCIATION OWNER'S POUCY FORM B -1970 SCHEDULE OF EXCLUSIONS FROM COVERAGE I. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions of area of the land, a the effect of any violation of any such law, ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the pu~ic records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured clairrent; (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c) resulting in no loss or damage to the insured claimant; (d) attachilg 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 estate or interest insured by this policy. 3. AMERICAN LAND TITLE ASSOCIATION OWNER'S POUCY FORM B -1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard coverage Policy and not as an Extended Coverage Policy tte exclusions set forth in paragraph 2 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B Form No. 1068-2 C -~ Comm,tment No.: NCS-845473-A ALTA Plain Language Commitment Page Number: 16 This polic.y does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One I. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessm€flts on real property or by the public records. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspectbn of said land or by making inquiry of persons in possession thereof. Easements, claims of easement or encumbrances which are not shown by the public records. 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 public records. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, clains or title to water. 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. 4. AMERICAN LAND TITLE ASSOCIATION LOAN POUCY -1970 WITH A.LT.A. ENDORSEMENT FORM 1 COVERAGE SCHEDULE OF EXCLUSIONS FROM COVERAGE I. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regUating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions or area of the land, er the effect of any violation of any such law ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the pul1ic records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured clairrant, (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the rate such claimant acquired an estate or interest insured by this policy or acquired the insured mortgage and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant t>ecame an insured hereunder, (c) resulting in no loss or damage to the insured claimant; ( d) attaching or created subsequent to Date of Policy ( except to the extent insurance is afforded herein as to any statutory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy). 4. Unenforceability of the lien of the Insured mortgage because of failure of the insured at Date of Policy or of any subsequent owner of the indebtedness to comply with applicable "doing business" laws of the state in which the land is situated. 5. AMERICAN LAND TITLE ASSOCIATION LOAN POUCY -1970 WITH REGIONAL EXCEPTIONS When the American land Title Association lenders Policy is used as a Standard Coverage Policy and not as an Extended Coverage Fblicy, the exclusions set forth in paragraph 4 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One I. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspectbn of said lall:I or by making inquiry of persons in possession thereof. Easements, claims of easement or encumbrances which are not shown by the public records. 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 public records. Unpatented mining claims; reservations or exceptions In patents or in Acts authorizing the issuance thereof; water rights, clains or title to water. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by Jaw and not shown by the public records. 6, AMERICAN LAND TITLE ASSOCIATION LOAN POLICY -1992 WITH A.L,T,A. ENDORSEMENT FORM 1 COVERAGE 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' tees or expenses which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimen;ions 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 cl a defect, lien or encumt:rance 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 a nctice 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. Form No. 1068-2 ALTA Plain Language Commitment ,:) Commitment No.: NCS-845473-A Page Number: 17 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but rot excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for valle 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 dsclosed 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 ( except to the extent that this policy insures the priority of the lien rJ the insured mortgage over any statutory lien for services, labor or material or the extent insurance is afforded herein as to assessments for street improvements under construction or completed at 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. 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 evida,ced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine of equitable sul:x>rdination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. 7. AMERICAN LAND mLE ASSOCIATION LOAN POLICY -1992 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 6 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which ari9::! 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 assessma,ts on real property 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 inspectbn of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are 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 public records. 5. Unpatented mining claimsj reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, clains or title to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 8, AMERICAN LAND TITLE ASSOCIATION OWNER'S POUCY -1992 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: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimersions 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 parti 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 encuml:Tance 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 a nctice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the pubKc records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at oaffi of Policy, but rot excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for vak.ie without knowledge. 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 dsclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policyj (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or Form No. 1068-2 C ALTA Plain Language Commitment Commit;?nt No.: NCS-845473-A Page Number: 18 --------~·•"' (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or Interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. 9. AMERICAN LAND TITLE ASSOCIATION OWNER'S POUCY • 1992 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 8 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B 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: Part One: I. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessma,ts on real property or by the public records. Any facts, rights, interests, or clalms which are not shown by the public records but which could be ascertained by an ·mspecti:>n of said land or by making inquiry of persons in possession thereof. Easements, claims of easement or encumbrances which are not shown by the public records. 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 public records. Unpatented mining claimsj reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, clams or title to water. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. ALTA RESIDENTIAL TITLE INSURANCE POUCY (6·1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes buildilg and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b} the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records (c) that result in no loss to you (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage In Item 5 of Covered Title Risks. ' 11, EAGLE PROTECTION OWNER'S POLICY CLTA HOMEOWNER'§ POLICY OF TITLE INSURANCE -1998 ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE· 1998 Covered Risks 14 (Subdivision Law Violation), 15 (Building Permit), 16 (Zoning) and 18 (Encroachment of boundary walls or fences) are subject to Deductible Amounts and Maximum Dollar Limits of Liability Form No. 1068-2 C ALTA Plain Language Commitment EXCLUSIONS -., Co~ment No.: NCS-845473-A Page Number: 19 In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. 2. 3. 4. s. 6. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws and regulations concerning: a. building b. zoning c. land use d. improvements on the land e. land division f. environmental protection This exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17 or 24. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. Tois Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. The right to take the Land by condemning it, unless: a. a notice of exercising the right appears in the Public Records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. Risks: a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they appear 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.d, 22, 23, 24 or 25. Failure to pay value for Your Title. 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 wateiways that touch the Land. Tois exclusion does not limit the coverage described in Covered Risk 11 or 18. 12. THIRD GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (1/01/08) 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, regu0ting, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of arl{ 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 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 Claimantj (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 whidl 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 mo::lify 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 modificatia,s 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 limlt the coverage provided in Covered Risk 5 or 6. 13. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY -2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, co&S, attorneys' fees, or -------·-:, Form No. 1068-2 ALTA Plain Language Commitment C commitment No.: NCS-845473-A Page Number: 20 expenses that arise by reason of: 1. (a) Any Jaw, ordinance, permit, or governmental regulation (including those relating to building arK:I 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 l(a) does not modify or lmit 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 dsclosed 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. 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 evidEflced 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 COIA;!rage provided under Covered Risk 1 l(b ). 14, AMERICAN LAND TITLE ASSOCIATION LOAN POLICY· 2006 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 13 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B 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. (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 su:h 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 encroadiment, encumbrance, violatlon, 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. 15. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY -2006 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 (induding 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 Exck.Jsion l(a) does not modify or limit the coverage provided under Covered Risk 5. Form No. 1068-2 ALTA Plain Language Commitment -"'\ Comiiftment No.: NCS-845473-A Page Number: 21 (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 cisclosed in writing to the Company by the Insured daimant prior to the date the Insured Claimant became an Insured under this polk:y; (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 Risks 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. 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. 16. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY" 2006 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy tte exclusions set forth in paragraph 15 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B 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. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or ass6Sments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of su:h proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Arry 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. Secretary of State Statement of Information (Limited Liability Company) LLC-12 ~'-------I >fl.) IMPORTANT-Read inslrucllons before completing this form. Filing Fee -$20.00 17-35772!1 FILED Secretary of State State of California JUL 11 2017 Copy Fees -First page $1.00; each allachmenl page $0.50; fl\ ,~,._ Jou Certification Fee -$5.00 plus copy fees d .,..v , This Space For Office Use Only 1. Limited llablllty Company Name (Enter the exact name of ttJe LLC. If you reglstefed ln California using an al\ernale name, see lnstructlons.) BRFI CARLSBAD, LLC 2. 12-Dlglt Secretary of State File umber 3. State, Foreign Country or Place of OrganlzaUon (onty If fOfmed outslde of Calitomla) 201715310094 DELAWARE 4 Business Addresses a. Street Addrau ol Prlf'IClpal Omce -Do not Ila\ a P .0. Box City (no abbroViallons) Stale Zip Co<lo 11611 San Vicente Blvd., Suite 900 Los Angeles CA 90049 b. Malting A.ddron 01 LLC, If dlfltrtnt than lttm 4a Clly (no abbrt'ilalion1) State ZlpCOdO c. Street Address of C1Hfornl1 Offico, if Hom '4a 11 not In California• Do notll1t a P.O. Box Clly (oo abt>rtvlatlon,) Stale ZlpCOdo CA 6. Manager(s) or Member(s) II no mantigera have been appointed or elected, provide the name and addre,a of ead'l member. Al teetl one name W addreH must be Uitad. 11 the manaoerfmember is an Individual, compfete (tams 5a and 5c (leave Item 5b blank). If lha manager/member li an entity, complele Items 5b Md Sc (leave Item 5a blank). Nole: The LLC cannot serve as its own manager or member. If lhe LLC has addllional managers/member, ontarlha name(11) and addresses on Form LLC012A (see lnstNCUons) a. First Name, i1 an Individual• Do not complo\o Item 6b l MlcldltName b. Entity Name. Do not complete nem 5a Balboa Retail Fund I, LP. c. Addre" } City (no abbfcrvlallona) 11611 San Vicente Boulevard, Suite 900 Los Angeles 6. Service of Process {MustprovJde either lndMdual OR Corporation.) INDMOUAL-Complete Items 6a and 6b only Must Include agenl's full name and CaMfornla street add1ns. a. California Agant'a Rrst Name {II agent ls not a corporalkln) Mldclle Nome b. Streel AddrtH (It agent Is not a corporation)• Do not enter• P.O. Box City (no lbbreviaUons) CORPORATION-Complete llem ec only. Only indude the name oflhe registered e.;ent Corporatron. c. Ca1ifon,la Regl1tered COtJ10r1\e Auen1'1 Name tlf agent II a corporation)-Do not compltte Item 68 01 Qb CT CORPORATION SYSTEM ( (;D\~~4o l, 7. Type of Bu11ne&a a. Otsctlbe Iha type OI busJnass or IOl"tlc&s Cf \ha Umlled UabtKly Company Invest in Real Estate. 8 Chief executive Officer If elected or appointed ' a. First Name b.Addn,H Mldi:teNeme City (no abbreviations) 9. The lnformatton c:ohtalned herein, Including any attachmentai·l• true and correct.·· I LaSI Name I \ Sla\a 1 ZlpCOdt CA 90049 ) LastName I I s;~• ] Zip Coaa J t.utName I I Slala 1 Zip Codi ?;.;;1 , 1 :~~~ 7 _, r,,.:f}.e,Y:;.,kfimg.a,q,..,.,"" Ti!,od: s "1 • Return Addreas {Optional) (For communlcalion from the Secretary of State rolaled to this document. or ii purchosing e OOP'J of the nleel dl~m,,'11..1,.. person or company ond the malling address. ih!s lnformaUcn wll become pub11cwllen filed. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: r 7 C1;1mpany: Address: Clly/Slate/Zlp: L J LLC-12 (REV 01/2017) 2017 Callfomla Secretary of Stale www.sos.ca.gov/bUslness/be $""'' Suffix S"'1• SECFORMD , The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 I 0MB APPROVAL 0MB Number: 3235-0076 FORMD Estimated average burden hours per Notice of Exempt Offering of Securities response: 1. Issuer's Identity CIK (Filer ID Number) 0001644035 Name of Issuer Balboa Retail Fund I. L.P. Jurisdiction of Incorporation/Organization DELAWARE Year of Incorporation/Organization D Over Five Years Ago Previous Names 0Within Last Five Years (Specify Year) 2015 D Yet to Be Formed 0None 2. Principal Place of Business and Contact Information Name of Issuer Balboa Retail Fund L LP. Street Address 1 11111 SANTA MONICA BLVD .. SUITE 340 City State/Province/Country LOS At\GELES CALIFORNIA 3. Related Persons Last Name Prushansk) Street Address 1 11111 Santa Monicu Bhd. Suite 340 First Name Jared Street Address 2 Street Address 2 ZIP/PostalCode 90025 City State/Province/Country Los Angeles CALI FORNI/\ Relationship: 0 Executive Officer 0 Director D Promoter Clarification of Response (if Necessary): Manager of the General Partner ol'thc Issuer Last Name First Name Entity Type D Corporation 0 Limited Partnership D Limited Liability Company D General Partnership D Business Trust D Other (Specify) Phone Number of Issuer 310-496-4143 (;> Middle Name ZIP/PostalCode 90025 Middle Name http://www.sec.gov/ Archives/edgar/data/ l 644035/000164403515000001 /xslFonnDX0 I /primary_ doc.xml[ 6/3/2015 I 0:35 :55 AM] 4.00 ----------- SECFORMD Miller Adam Street Address 1 Street Address 2 11111 Santa M'onica Blvd .. Suite 340 City State/Province/Country Los Angeles CALIFORNIA Relationship: 0 Executive Officer 0 Director D Promoter Clarification of Response (if Necessary): Manager of the General Partner of the Issuer Last Name Fahey Street Address 1 11111 Santa Monica Rlvd., Suite 340 City Los Angeles First Name Joseph Street Address 2 State/Province/Country CALIFORNIA Relationship: 0 Executive Officer 0 Director D Promoter Clarification of Response (if Necessary): Manager of the General Paitner of the Issuer 4. Industry Group D Agriculture Banking & Financial Services D Commercial Banking D Insurance O1nvesting D Investment Banking D Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? OYes ONo D Other Banking & Financial Services D Business Services Energy D Coal Mining D Electric Utilities D Energy Conservation D Environmental Services DOil & Gas D other Energy Health Care D Biotechnology D Health Insurance D Hospitals & Physicians D Pharmaceuticals D Other Health Care D Manufacturing Real Estate 0 Commercial D Construction D REITS & Finance D Residential D Other Real Estate ZIP/PostalCode 90025 Middle Name ZIP/PostalCode 90025 D Retailing D Restaurants Technology Ocomputers D Telecommunications D Other Technology Travel D Airlines & Airports D Lodging & Conventions □Tourism & Travel Services D Other Travel D Other http://www.sec.gov/ Archives/edgar/data/1644035/00016440351500000 I /xs!FonnDX0 I /primary_ doc.xml[ 6/3/2015 I 0:35 :55 AM] ,, SEC FORM D 5. Issuer Size Revenue Range OR D No Revenues □ $1 -$1,000,000 □ $1,000,001 -$5,000,000 D $5,000,001 - $25,000,000 D $25,000,001 - $100,000,000 Dover $100,000,000 0 Decline to Disclose □ Not Applicable Aggregate Net Asset Value Range D No Aggregate Net Asset Value □ $1 -$5,000,000 □ $5,000,001 -$25,000,000 □ $25.000,001 _ $50,000.000 □ $50.000.001 _ $100,000.000 D Over $100,000,000 D Decline to Disclose □ Not Applicable 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) D Rule 504(b)(1) (not (i), (ii) or (iii)) □ Rule 504 (b)(1)(i) □ Rule 504 (b)(1 )(ii) □ Rule 504 (b)(1)(iii) 0Rule 505 0 Rule 506(b) D Rule 506(c) D Securities Act Section 4(a)(5) 7. Type of Filing D Investment Company Act Section 3(c) D Section 3(c)(1) D Section 3(c)(9) D Section 3(c)(2) D Section 3(c)(3) D Section 3(c)(4) D Section 3(c)(5) D Section 3(c)(6) D Section 3(c)(7) D Section 3(c)(10) D Section 3(c)(11) D Section 3(c)(12) D Section 3(c)(13) D Section 3(c)(14) 0 New Notice Date of First Sale 2015-05-27 D First Sale Yet to Occur □Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? D Yes 0 No ~ype(s) of Securities Offered (select all that apply) 0Equity □Debt D Option, Warrant or Other Right to Acquire Another Security D Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security 10. Business Combination Transaction D Pooled Investment Fund Interests D Tenant-in-Common Securities D Mineral Property Securities ~ Other (describe) Interests in partnership holding indin:·ct interest in real estate. Is this offering being made in connection with a business combination transaction, such n n http://www.sec.gov/ Archives/edgar/data/ 1644035/00016440351500000 l /xslFonnDX0 I /primary_ doc.xml[6/3/2015 I 0:35 :55 AM] SECFORMD as a merger, acquisition or exchange offer? Clarification of Response (if Necessary): 11. Minimum Investment Minimum investment accepted from any outside investor $500,000 USD 12. Sales Compensation Recipient (Associated) Broker or Dealer 0 None Street Address 1 City State(s) of Solicitation (select all that apply) D All St t Check "All States" or check individual States a es 13. Offering and Sales Amounts Recipient CRD Number 0 None (Associated) Broker or Dealer CRD Number 0 None Street Address 2 State/Province/Country ZIP/Postal Code D Foreign/non-US Total Offering Amount Total Amount Sold $28 L000.000 USD or D Indefinite $256.390,000 USD Total Remaining to be Sold $24.610.000 USD or D Indefinite Clarification of Response (if Necessary): 14. Investors □ Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as 11 16 II accredited investors, enter the total number of investors who already have invested in the offering: "'· ====="'· 15. Sales Commissions & Finder's Fees Expenses Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $0 USD D Estimate Finders' Fees $0 USD D Estimate Clarification of Response (if Necessary): 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount $0 USD D Estimate Clarification of Response (if Necessary): Signature and Submission http://\\ww.sec.gov/ Archives/edgar/data/1644035/000164403515000001 /xslFonnDX0 I /primary_ doc.xml[ 6/3/2015 I 0:35: 5 5 AM] SECFORMD l"lease verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. l'erms of Submission In submitting this notice, each issuer named above is: • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees. • • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d). Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. Issuer II Signature II Name of Signer II Title I Date ll3alboa Retail 1-"und L L.P. ll/s/ Jared Prushansky II.Jared Prushansky IIManagcr of Balboa Retail GP L LLC, General Partner 112015-06-01 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB number. • This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat 3416 (Oct. 11, 1996)) imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA. whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority. http://www.sec.gov/ Archives/edgarldata/ 1644035/00016440351500000 I /xslFonnDX0 I /primary_ doc.xml[6/3/2015 I 0:35: 55 AM]