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HomeMy WebLinkAboutCT 97-13; |Carlsbad Oaks North Partners LP|Techbilt Construction Corp|; 2005-0264910; Easement. .... .. .. ,. . .. DOC # 2005-026491 0 RECORDING REQUESTED BY: Carlsbad City Clerk’s Office 1200 Carlsbad Village Drive Carlsbad, California 92008 AND WHEN RECORDED MAIL TO: Carlsbad City Clerk’s Office fd 1200 Carlsbad Village Drive 78P Carlsbad, California 92008 oed@ 34081 I1111111 1111 Ill11 11111 111ll1111111111 Ill11 11111 Ill11 11111 Ill11 1111 Ill1 APR 01,2005 10:16 AM OFFICIAL RECORDS SAN DlEGU COUNTY RECORDER’S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 0.00 U C: NA PAGES: 78 I II1111111111111111111111111111111111lllllllllll1111 IIIIIIIIII IIIII 11111 1111 1111 20054264910 THIS SPACE ABOVE FOR RECORDERS USE AMENDED AND RESTATED CONSERVATION EASEMENT THIS CONSERVATION EASEMENT is made this =day of MARCH, 2005, by TECHBILT CONSTRUCTION CORP., a California Corpomtion (“Grantor”), in favor of THECITY OF CARLSBAD, A California Municipal Corporation (“Grantee”). This Conservation Easement is an amendment and restatement of, and supercedes and replaces in its entirety for all purposes, that certain “Conservation Easement Deed” recorded December 15, 2004 as Doc. #2004- 1 180066 in the Official Records of San Diego County, State of California. RECITALS A. Grantor is the sole owner in fee simple of real property in the County of San Diego, State of California legally described on Exhibit “A” and depicted on Exhibit “B” attached hereto and incorporated by this reference (the “Property”), which consists of approximately 2 19.66 acres; B Grantee has adopted a Habitat Management Plan, for the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of certain species thereof; C. The Property is and will remain in a Natural Condition in perpetuity as defined herein and is intended to be perpetually conserved, managed, and preserved in its natural, scenic, open condition to maintain its ecological, biological, historical, visual and educational values (collectively, “Conservation Values”) of great importance to the Grantee and the People of the State of California; D. The Property provides a high quality linkage to habitat corridors identified in the City of Carlsbad’s Habitat Management Plan and provides habitat for the coastal California gnatcatcher (Polioptila californica californica) that was listed as a federally threatened species on March 30, 1993 (59 Federal Register 16742); 3-1 8-05 Version -1- 34082 E Grantor intends to transfer title to a designated conservator. Upon transfer, the designated conservator will take on all of the obligations and duties of the Grantor related to the conservation, protection, monitoring and management of the Conservation Values of the Property, including the fiduciary duty to manage endowment funds that have been set aside to preserve the Conservation Values of the Property under this conservation easement; F. This Conservation Easement provides mitigation for certain impacts associated with development of the Carlsbad Oaks North Specific Plan (“Project”), located in the City of Carlsbad, County of San Diego, State of California, by Grantor and pursuant to the requirements Of: 1. The Final Program Environmental Impact Report and associated Mitigation Monitoring and Reporting Program for the Project, certified by the City of Carlsbad by City Council Resolution No. 2002-298, dated October 8,2002 and Planning Commission Resolution No. 5249, dated August 21, 2002; 2. The United States Fish and Wildlife Service (“USFWS”) non-jeopardy Biological Opinion (“BO”) and associated habitat mitigation requirements issued December 4, 2003 (FWS Log No. 1-6-01-F2874) and amended January 4,2005; 3. The United States Army Corps of Engineers’ (“ACOE”) Section 404 Permit No. 200200641-JMB dated November 1, 2004 and amendments thereto (“Section 404 Permit”); and 4. The California Department of Fish and Game (“CDFG”), Section 1603 Streambed Alteration Agreement R-5-2002-02 18, dated April 5, 2004 and amendments thereto (“Streambed Alteration Agreement”). The Streambed Alteration Agreement required the protection of 7.0 acres of wetlands mitigation for the Project. However, the Grantee and Carlsbad Oaks North Partners agreed to create 2.8 acres and enhance 6 acres of wetland on site, plus enhancement of an additional 6 acres of adjacent riparian fringe habitat. The Streambed Alteration Agreement required no endowment fund. Therefore, CDFG’ s requirement that it hold and manage endowment funds is inapplicable. All of the foregoing shall hereafter be collectively referred to as the “Agency Permits.” G. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 8 15.3. Specifically, Grantee is a governmental entity identified in Civil Code Section 815.3(b) and otherwise authorized to acquire and hold title to real property; H. The CDFG has jurisdiction, pursuant to the California Fish and Game Code, Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species and also has permitting jurisdiction pursuant to Fish and Game Code Section 1600 et seq. with respect to any activity which may substantially divert or obstruct the natural flow of, or substantially change or use any material from the bed, channel, or bank of, any river, stream, or lake, or deposit or dispose of debris, waste, or other material containing crumbled, flaked, or ground pavement where it may pass into any river, stream, or lake; 3-18-05 Version -2- 34083 I. The USFWS has jurisdiction over the conservation, protection, restoration, enhancement and management of fish, wildlife and native plants and the habitats on which they depend under the Endangered Species Act, 16 U.S.C. Section 1531 et. seq., the Fish and Wildlife Coordination Act, 16 USC, Section 66 1-666c and other applicable federal laws; J. The ACOE is the federal agency charged with regulatory authority over discharges of dredged and fill material in waters of the United States pursuant to Section 404 of the Clean Water Act; K. Grantor hereby informs Grantee and third party beneficiaries that Grantor intends to convey the Property to the CENTER FOR NATURAL LANDS MANAGEMENT, INC. (“Center”), a California non-profit public benefit corporation and that the Center will assume Grantor’s duties hereunder; and L. Grantee agrees by accepting this grant to honor the intentions of Grantor stated herein to preserve and protect in perpetuity the conservation values of the Property in accordance with the terms of this Conservation Easement. COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS In consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to California law, including Civil Code Section 8 15, et seq., Grantor hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth (“Conservation Easement”). This Conservation Easement shall run with the land and be binding on Grantor’s heirs, successors, administrators, assigns, lessees, and other occupiers or users of the Property or any portion of it. 1. Purpose. (a) The purpose of this Conservation Easement is to ensure that the Property will be managed and preserved in a Natural Condition, defined below, in perpetuity and to prevent, subject to the rights retained by the Grantor hereunder, any use of the Property that will materially impair or interfere with the Conservation Values of the Property (the “Purpose”). Grantor intends that this Conservation Easement will confine the use of the Property to activities involving the management and preservation and enhancement of native species and their habitat in a manner consistent with the habitat conservation purposes of this Conservation Easement. (b) The term “Natural Condition,” as referenced in the preceding paragraph and other portions of this Conservation Easement, shall mean the condition of the Property, as it exists at the time this Conservation Easement is executed, as well as future enhancements or changes to the Property that occur directly as a result of the following activities: (1) Compensatory mitigation measures required by the Section 404 Permit, BO, and Streambed Alteration Agreement and as described in the Conceptual Habitat Mitigation and Monitoring Plan dated May 2004 prepared by Merkel & Associates (“Mitigation Plan”), the cover page and Table of Contents of which are attached as Exhibit “C,” including 3-1 8-05 Version -3- 34084 implementation, maintenance, and monitoring activities (collectively, “Compensatory Mitigation”), (“Long-Term Maintenance and Management”), that occur on the Property as described in Section 6(i) herein, or (2) In-perpetuity long-term maintenance and management obligations (3) Grantor certifies to the best of its knowledge, that the only structures or improvements existing on the Property at the time this grant is executed consist of utilities, roads and trails. Grantor further certifies to the best of its knowledge, the only easements existing on the Property at the time this grant is executed are identified in Exhibit “D”. The current Natural Condition is evidenced in part by the depiction of the Property attached on Exhibit “E”, showing all relevant and plottable property lines, easements, dedications, improvements, boundaries and major, distinct natural features such as waters of the United States. Grantor has delivered further evidence of the Natural Condition to Grantee, CDFG, USFWS, and the ACOE consisting of (1) an aerial photograph of the Property at an appropriate scale taken as close in time as possible to the date this Conservation Easement is executed; (2) an overlay of the Property boundaries on such aerial photograph; (3) on-site photographs showing all man-made improvements or structures (if any), and the major, distinct natural features of the Property; (4) all biological reports and wetlands delineation studies; (5) the certified Final Environmental Impact Report; (6) the Mitigation Plan; and (7) Final Map 14926 recorded on December 15, 2004 as Document No. 2004-1 180065 in the office of the recorder of San Diego County, California. Activities described in Section 4 herein. (c) (d) If a controversy arises with respect to the Natural Condition of the Property, Grantor, Grantee, ACOE, USFWS and CDFG as third party beneficiaries, or their designees or agents, shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy. (e) The term “Biological Monitor” shall mean an independent third-party consultant with knowledge of aquatic resources in the San Diego County area and expertise in the field of biology. 2. Prohibited Uses. Any activity on or use of the Property inconsistent with the Purpose of this Conservation Easement and not reserved as a right of Grantor is prohibited. Without limiting the generality of the foregoing, the following uses by Grantor, Grantee, and their respective guests, agents, assigns, employees, representatives, successors, and third parties are expressly prohibited on the Property except as otherwise provided herein or unless specifically provided for in the City of Carlsbad’s Habitat Management Plan and its implementing documents, the Agency Permits and any amendments thereto, the Mitigation Plan, and any easements and reservations of rights recorded in the chain of title to the Property (as set forth on Exhibit D hereto) at the time of this Conservation Easement is recorded: (a) Supplemental watering except for habitat enhancement activities described in Section 4; 3-1 8-05 Version -4- 34085 (b) chemicals or weed abatement activities, except activities necessary to control or remove invasive or exotic species; Use of herbicides, pesticides, biocides, fertilizers, or other agricultural (c) Incompatible fire protection activities; (d) Use of off-road vehicles and use of any other motorized vehicles except in the execution of management duties; (e) Livestock grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing; (g) Residential, commercial or industrial uses; (h) Any legal or de facto division, subdivision or portioning of the Property, except transfers in accordance with Section 12 below; (i) Construction, reconstruction or placement of any building or other improvement, billboard, or sign except those signs permitted in Section 6 herein; (j) bio-solids or any other material; Depositing, dumping, or accumulating soil, trash, ashes, refuse, waste, (k) Planting, introduction or dispersal of non-native or exotic plant or animal species; (1) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Property; (m) Altering the general topography of the Property, including but not limited to building of roads and flood control work except as permitted by the Agency Permits; (n) Removing, destroying, or cutting of native trees, shrubs or other native vegetation, except for: (1) maintenance of existing foot trails or roads, (2) prevention or treatment of disease, (3) control of invasive species which threaten the integrity of the habitat, (4) the Mitigation Plan, or (5) activities described in Section 4 and Section 6; and (0) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters, except as provided in the Agency Permits. 3. Grantee’s Rights. To accomplish the Purpose of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee. These rights are also granted 3-18-05 Version -5- .. 34086 to the ACOE, USFWS and CDFG as third party beneficiaries of this Conservation Easement with regard to the scope of the respective Agency Permits. (a) To preserve and protect the Conservation Values of the Property; (b) To enter upon the Property at reasonable times: (i) in order to monitor the condition of the Property and to enforce the terms of this Conservation Easement, (ii) to conduct scientific research and for interpretive purposes (which entry may be made by Grantee or its designees), provided, however, that Grantee’s exercise of such rights shall not unreasonably interfere with the Grantor’s exercise of the rights retained by Grantor hereunder; (c) To prevent any activity on or use of the Property that is inconsistent with the Purpose of this Conservation Easement and to require the restoration of such areas or features of the Property that may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Conservation Easement; (d) All mineral, air, and water rights necessary to protect and to sustain the biological resources of the Property, provided that any exercise or sale of such rights by Grantee shall not result in conflict with such Conservation Values; (e) Except as expressly provided for future public easements pursuant to Section 4(a) and Section 12(c), the right to all present and future development rights allocated, implied, reserved or inherent in the Property; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property, nor any other property adjacent or otherwise; and (f) The right to enforce by means, including, without limitation, injunctive relief, the terms and conditions of this Conservation Easement. 4. Reserved Rights. Grantor reserves to itself, its successors and assigns, all rights accruing from its ownership of the Property, including the following rights, but only to the extent that such uses are consistent with the Purpose of this Conservation Easement and the uses authorized by the Agency Permits for the Project: (a) The right to grant easements for a public purpose and necessary for the public health, safety and welfare, so long as such easements are consistent with the Purpose of this Conservation Easement and are in accordance with Section 12Cc); (b) The right to perform restoration and management activities which are necessary to maintain the Property as open space and preserve and protect the Conservation Values thereon in accordance with the terms of the Agency Permits or Mitigation Plan; (c) The right to plant and maintain native trees, shrubs and other native landscaping elements, including, without limitation, the installation and maintenance of underground pipe systems, sprinklers, and appurtenances necessary to maintain the native landscaping placed thereon to the extent such landscaping elements are required pursuant to the 3-18-05 Version -6- 34087 Agency Permits issued for the Project, and are consistent with the Purpose of this Conservation Easement; (d) The right to install and maintain: (1) Fences on the Property to the extent such installation and maintenance of fences is consistent with the Agency Permits or otherwise approved by Grantee and the third party beneficiaries; and (2) Any slopes or other structures required or necessary for the construction of the Project consistent with the Agency Permits and as shown on Exhibit E, (e) Reasonable access through the Property to adjacent land to perform obligations or other activities permitted by this Conservation Easement or that are required under the Agency Permits; and (f) Notwithstanding anything set forth herein to the contrary, nothing in this Conservation Easement is intended nor shall be applied to in any way limit Grantor or any of Grantor’s successors and assigns from (1) constructing, placing, installing, and/or erecting any improvements upon the adjacent Project real property not constituting the Property, (2) installing and/or maintaining the native landscaping (including irrigation and runoff), native landscape mitigation, and/or similar non-structural improvements within the Property consistent with the Agency Permits, and/or (3) developing adjoining property for any purposes, except as limited by any local, state or federal permit requirements for such development and provided that for all of the above clauses (1), (2) and (3) neither such activity nor any effect resulting from such activity amounts to a use of the Property, or has an impact upon the Property that is prohibited by Section 2 above. 5. Grantee’s Duties. To accomplish the Purpose of this Conservation Easement as described in Section 1, Grantee shall: (a) Not reduce the Conservation Values of the Property by performing any activity contrary to the Purpose of this Conservation Easement, and (b) Perform routine compliance inspections of the Property to the extent it determines that staff and funding are available and make reports available to the ACOE, CDFG and USFWS upon request. 6. Grantor’s Duties. To accomplish the Purpose of this conservation Easement as described in Section 1, Grantor, its successors or assigns shall: (a) Preserve and retain the Property for its Conservation Values; and (b) Undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the Conservation Values of the Property. In addition, Grantor shall undertake all necessary actions to perfect Grantee’s rights under Section 3 of this Conservation Easement, including but not limited to Grantee’s water rights; and 3-18-05 Version -7- 34088 (c) Comply with the terms of this Conservation Easement and cooperate with Grantee and third party beneficiaries in the protection of the Conservation Values; and (d) Space,” “Protected Natural Area,” or similar descriptions that inform persons of the nature and restrictions on the Property; and Install signs and other notification features saying “Natural Area Open (e) Repair and restore damage to the Conservation Easement directly caused by Grantor, Grantor’s representatives, employees, agents, invitees and third parties; and (f) Set aside, hold, invest and disburse adequate endowment funds in trust solely for the purposes of protecting Grantee’s rights and preserving the Conservation Values of the Property under this Conservation Easement in perpetuity. Grantee shall have the right to review and approve the terms of the endowment agreement, and shall be a third party beneficiary of that agreement with the right to review and approve any amendments; and Have a fiduciary duty to ensure that the endowment funds held in trust for the Property are properly managed. The following principles of fiduciary duty shall apply: (1) There shall be no commingling of the endowment funds with other funds. Funds may be pooled for investment management purposes only. (2) Grantor shall have a duty of loyalty and shall not use the endowment funds for it’s own personal benefit. (3) Grantor shall act as a prudent investor of the endowment funds. (4) Grantor shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Grantor’s oversight. Grantor shall act with prudence when delegating authority and in the selection of agents. (5) licensed CPA. Grantor shall submit the auditor’s written report to Grantee upon completion. Obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements; and (g) Grantor shall have annual audit of the endowment performed by a (h) (i) Perform Long-Term Maintenance and Management of the Property. Grantor, its successors and assigns shall prepare a summary of monitoring and maintenance documenting activities performed under this Section 6(i), and shall make reports available to the Grantee, ACOE, CDFG, and USFWS upon request or as required. When activities are performed pursuant to subsection (2) below, Grantor, its successors and assigns, shall retain a qualified Biological Monitor to prepare a detailed Restoration Plan and to oversee/monitor maintenance and management activities. The Grantor shall have its Biological Monitor submit the draft Restoration Plan for review and approval by Grantee, ACOE, CDFG and USFWS. Upon completion of the Restoration Plan, as approved by Grantee, ACOE, CDFG, and USFWS, the Grantor shall have the Biological Monitor prepare a detailed monitoring and maintenance report, and Grantor shall make reports available to the Grantee, ACOE, CDFG, and USFWS upon request. Said monitoring and maintenance report shall be signed by Grantor, its successor or 3-1 8-05 Version -8- . assign, and the Biological Monitor, and the report shall document the Biological Monitor’s name and affiliation, dates the Biological Monitor was present on-site, activities observed and their location, the Biological Monitor’s observations regarding the adequacy of maintenance performance by the Grantor or its contractor in accordance with the approved Restoration Plan, corrections recommended and implemented. (1) Annual removal of trash or inorganic debris; (2) Repair, remediation and restoration of damage to the Natural Condition and Conservation Values of the Property, including damage from man-made causes, non-natural parasites and non-native or exotic species; (3) Annual maintenance of signage set forth in this Section 6(d); and (4) Management of the Property consistent with the Agency Permits. (i) Undertake construction, maintenance and monitoring of mitigated areas pursuant to the Mitigation Plan until issuance of final approval from the ACOE and CDFG confirming that Grantor has successfully completed construction, maintenance and monitoring of mitigated areas pursuant to the Mitigation Plan and Agency Permits, as amended; and (k) Center, as a subsequent Grantor, shall not be subject to the indemnification provisions in Section 17(b) below, as to the condition of the land following the date that Grantor transfers the Property to the Center. Grantor shall remain liable for any “Hazardous Materials” (as defined in Section 17(b), below) placed, disposed of, or released on the Property prior to transfer. After Grantor transfers Property to the Center, both Grantor and Center agree to indemnify Grantee under Section 17(b) below for claims arising from Hazardous Materials placed, disposed of or released onto the Property after the date of transfer. 7. Enforcement. (a) Third Party Beneficiaries. ACOE, USFWS and CDFG, as third party beneficiaries of this Conservation Easement, shall have the same rights, remedies and limitations as Grantee under this Section 7. The third party beneficiary rights under this Section are in addition to, and do not limit rights conferred to any third party beneficiary under any other laws or regulations. Grantor, Grantee and any third party beneficiary, when implementing any remedies under this easement, shall provide timely written notice to each other of any actions taken under this section, including, but not limited to: copies of all notices of violation and related correspondence. (b) Notice of Violation. If Grantee determines that Grantor is in violation of the terms of this Conservation Easement or that a violation is threatened, Grantee may demand the cure of such violation. In such a case, Grantee shall issue a written notice to Grantor (hereinafter “notice of violation”) informing the Grantor, of the actual or threatened violations and demanding cure of such violations. Grantee and third party beneficiaries shall make a good faith effort to notify each other prior to issuing a notice of violation. 3-1 8-05 Version -9- 34090 (c) Time to Cure. Grantor shall cure the noticed violations within fifteen (1 5) days of receipt of said written notice from Grantee or third party beneficiary. If said cure reasonably requires more than fifteen (1 5) days, Grantor shall, within the fifteen (1 5) day period submit to Grantee for review and approval a plan and time schedule to diligently complete a cure. Grantor shall complete such cure in accordance with the approved plan. If Grantor disputes the notice of violation, it shall issue a written notice of such dispute to Grantee and/or third party beneficiary within fifteen (1 5) days of receipt of written notice of violation. (d) Failure to Cure. If Grantor fails to cure the noticed violations within the time period described in Section 7(c’), above, or Section 7(e)(2), below, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Grantor with the terms of this Conservation Easement. In such action, the Grantee may: (1) Recover any damages to which Grantee may be entitled for violation by Grantor, of the terms of this Conservation Easement, subject to the limitations in Section 7(h) and Section 7(i) below. Grantee shall first apply any damages recovered to the cost of undertaking any corrective action on the Property. (2) Enjoin the violation, exparte if necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. (3) Obtain other equitable relief, including, but not limited to, the restoration of the Property to the condition in which it existed prior to any such violation or injury. (e) Notice of Dispute. If Grantor provides Grantee with a notice of dispute, as provided herein, Grantee shall meet and confer with Grantor at a mutually agreeable place and time, not to exceed thirty (30) days from the date that Grantee receives the notice of dispute. Grantee shall consider all relevant information concerning the disputed violation provided by Grantor and shall determine whether a violation has in fact occurred and, if so, determine whether the notice of violation and demand for cure issued by Grantee is appropriate in light of the violation. (1) Grantee shall use the following principles in making a determination: a. Management activities shall be chosen for their long-term benefits to the Property’s Conservation Values rather than for short-term benefits; b. Management activities that benefit habitat protection shall be chosen in favor of management activities designed to benefit individual species, except where State or federally listed species are at issue; c. Habitat maintenance is of primary importance in protecting the long-term Conservation Values of the Property; 3-1 8-05 Version -10- 34091 d. Management activities shall be chosen according to the following order of preference: 1. Preventative actions shall be taken to avoid additional impact; .. 11. based on the magnitude of the impact, the impacts on listed or sensitive species, and the estimated time for recovery to occur; Natural restoration shall be used if appropriate, ... 111. there are potential severe, long-term impacts to the Property’s Conservation Values, or where highly sensitive species are impacted. Active restoration shall be required only where e. If, and for so long as, Grantor is a non-profit entity organized for conservation purposes, Grantee shall consider the cost of management activities and the resources available to Grantor or its successors. (2) If, after reviewing Grantor’s notice of dispute, conferring with Grantor and considering all relevant information related to the violation, Grantee determines that a violation has occurred, Grantee shall give Grantor notice of such determination in writing. Grantor shall cure the noticed violations within fifteen (1 5) days of receipt of said written notice from Grantee. If said cure reasonably requires more than fifteen (1 5) days, Grantor shall, within the fifteen (1 5) day period submit to Grantee for review and approval a plan and time schedule to diligently complete a cure. Grantor shall complete such cure in accordance with the approved plan. (f) Conflicting Notices of Violation (1) If Grantor receives a notice of violation from Grantee and/or any third party beneficiary that is in material conflict with one or more prior written notices of violation that have not yet been cured by Grantor such that the conflict makes it impossible for Grantor to carry out a cure consistent with all prior active notices of violation, Grantor shall give written notice to all agencies issuing conflicting notices of violation within fifteen (I 5) days of the receipt of each such conflicting notice of violation. A valid notice of conflict shall describe the conflict with specificity, including a description of how the conflict makes compliance with all active notices of violation impossible. The failure of Grantor to issue a valid notice of conflict within 15 days of receipt of a conflicting notice of violation shall result in a waiver of Grantor’s ability to claim a conflict. (2) Upon issuing a valid notice of conflict to the appropriate entity, as described above, Grantor shall not be required to carry out the cure described in the conflicting notices of violation until such time as Grantee or third party beneficiary responsible for said conflicting notices of violation issue a revised notice of violation making all active notices of violation consistent. Upon receipt of a revised, consistent notice of violation, Grantor shall carry out the cure recommended in such notice within the time periods described in Section 7(c), above. Notwithstanding Section 7(n’), failure to cure within said time periods shall entitle Grantee to the remedies described in this Section 7(d’). 3-18-05 Version -1 1- 34098 (3) This Section 7(Q shall not apply to Section 7(a), below. (g) Immediate Action If Grantee determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Property, Grantee may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Conservation Easement and state and federal law after giving Grantor at least twenty-four (24) hours written notice before pursuing such remedies. So long as such twenty four (24) hour notice is given, Grantee may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or notice of dispute as described in Section 7(c) and Section 7(Q, above. The written notice pursuant to this paragraph may be transmitted to Grantor by facsimile and shall be copied to all other parties listed in Section 12 of this Conservation Easement. The rights of Grantee under this paragraph apply equally to actual or threatened violations of the terms of this Conservation Easement. Grantor agrees that the remedies at law for Grantee for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in Civil Code Section 8 15, et seq., inclusive. (h) Center Violation. Following the valid transfer of the underlying fee title interest in the Property from Grantor to the Center (as described in Recital K, above), if a court of competent jurisdiction determines that the Center, as a subsequent Grantor, has violated any term of this Conservation Easement: (1) Liability for damages shall be limited to acts or omissions covered by the Insurance Policy described in Section 8 below to the coverage limits of the policy, except as described in Section 7(h)(3) below; (2) Endowment funds set aside for the management of the Property shall not be used to pay any damages; (3) If a violation arises from an intentional act by the Center, it shall be liable for the full extent of damages resulting from the violation; even if beyond the limits of any insurance policy; (4) In lieu of monetary damages, Grantee may agree to accept fee title to and management responsibility of the Property, or direct fee title and management responsibility to a new Grantor, which shall be a public agency or non-profit corporation eligible to hold Conservation Easements under Civil Code Section 815.3. Prior to accepting fee title and management responsibility, Grantee shall assign this Conservation Easement to a willing third party beneficiary to this agreement pursuant to the terms of Section 12 of this Conservation Easement. 3-1 8-05 Version -12- 34093 (5) This Section shall only be applicable to the Center and shall not be interpreted to apply to any of the Center’s successors or assigns. (i) Acts Beyond Grantor’s Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor or make any claim on Grantor’s insurance policy for any injury to or change in the Conservation Easement Property resulting from: (1) Any cause beyond Grantor’s control, including without limitation, fire, flood, storm, and earth movement; or (2) Any prudent action taken by Grantor, under emergency conditions to prevent, abate, or mitigate significant injury to persons and/or the Property resulting from such causes; (3) Acts by Grantee, any third party beneficiary, or their employees, directors, officers, agents, contractors, or representatives; or (4) Acts of third parties (including any governmental agencies) that are beyond Grantor’s, its successors or assign’s control, except to the extent Grantor is obligated to repair and restore the Property pursuant to Section 5(e) above and so long as Grantor takes reasonable steps to prevent prohibited uses of the Property. Notwithstanding the foregoing, Grantor must obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements. (j) Enforcement Discretion. Enforcement of the terms of this Conservation Easement shall be at the discretion of Grantee. Any forbearance by Grantee to exercise rights under this easement in the event of any breach of any term of this easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Conservation Easement or of any of the rights of Grantee under this Conservation Easement. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 8. Insurance. Upon the valid transfer of the underlying fee title interest in the Property from Grantor to the Center (as described in Recital K, above), the Center shall establish and maintain a policy of Commercial General Liability Insurance, in a form reasonably approved by Grantee and third party beneficiaries, with a minimum coverage of $2 million per incident. The insurance shall be for legal liability arising out of bodily injury and tangible property damage, including tangible property damage to the Conservation Easement. The policy shall include an endorsement naming Grantee and third party beneficiaries as additional insureds, which policy shall provide primary coverage for Grantee in the event of any claim naming Grantee that is covered by the policy. The policy shall be the source of payment for any liability claims against the Center under this Conservation Easement paid after judgment or settlement, covered by the policy. 3-18-05 Version -13- 34094 9. Costs and Liabilities. Grantor and its successors and assigns retain all responsibilities and shall bear all costs and liabilities of any kind relating to the ownership, operation, upkeep, and maintenance of the Property. Grantor agrees that neither Grantee nor third party beneficiaries shall have any duty or responsibility for the operation or maintenance of the Property, the monitoring of hazardous conditions thereon, or the protection of Grantor, the public or any third parties from risks relating to conditions on the Property. Grantor remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements. 10. Hold Harmless. Grantor shall hold harmless, protect and indemnify Grantee and its directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each a “Grantee Indemnified Party” and, collectively, “Grantee’s Indemnified Parties”) and third party beneficiaries and their directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each a “Third Party Beneficiary Indemnified Party” and, collectively, “Third Party Beneficiary Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation, reasonable attorneys’ fees and experts’ fees), causes of action, claims, demands, orders, liens or judgments (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that (a) this indemnification shall be inapplicable to Grantee’s Indemnified Parties with respect to any Claim due solely to the negligence of Grantee or any of its employees and (b) this indemnification shall be inapplicable to Third Party Beneficiary Indemnified Parties with respect to any Claim due solely to the negligence of third party beneficiaries or any of their employees; (2) the obligations specified in Sections 4, 9, and - 10; and (3) the existence or administration of this Conservation Easement. If any action or proceeding is brought against any of the Grantee Indemnified Parties and/or Third Party Beneficiary Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from Grantee or third party beneficiary or beneficiaries, defend such action or proceeding by counsel reasonably acceptable to Grantee and/or the applicable Third Party Beneficiary Indemnified Party or Parties or reimburse the Grantee for attorneys fees and/or applicable third party beneficiary or beneficiaries for all charges incurred for services of the Attorney General in defending the action or proceeding. 1 1. Access. This Conservation Easement does not convey a general right of access to the Property by the public. The Conservation Easement will allow for access to the Property for Grantee and its designees, third party beneficiaries and third-party easement holders of record at the time of this Conservation Easement is recorded at locations designated in easements and 3-18-05 Version -14- reservations of rights recorded in the chain of title to the Property. This Conservation Easement will allow for the Property to be available for approved scientific investigations. 12. Assignment and Subsequent Transfers. (a) By Grantee. (1) This Conservation Easement is transferable by Grantee, but Grantee may assign its rights and delegate obligations under this Conservation Easement only to an entity or organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 8 15.3 (or any successor provision then applicable) and only with the prior written approval of the ACOE, USFWS, and CDFG. Grantee shall require the assignee to record the assignment in the county where the Property is located. (b) Bv Grantor. (1) The covenants, conditions, and restrictions contained in this Conservation Easement Deed are intended to run with the land and bind all future owners of any interest in the Property. Grantor agrees to incorporate by reference the terms of this Conservation Easement in any deed or other legal instrument by which Grantor divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor agrees to give written notice to Grantee and to all third party beneficiaries of the intent to transfer any interest at least forty-five (45) days prior to the date of such transfer. Grantee shall have the right to prevent subsequent transfers in which the prospective subsequent claimants or transferees are not given notice of the covenants, terms, conditions and restrictions of the Conservation Easement, or in which prospective subsequent claimants or transferees are not a tax-exempt nonprofit organization qualified under Section 50 1 (c)(3) of the Internal Revenue Code and qualified to do business in this state, which has as its primary purpose the preservation, protection, or enhancement of land in its natural, scenic, historical, agricultural, forested, or open-space condition or use, or the state or any city, county, city and county, district, or other state or local governmental entity. (2) From and after the date of any valid transfer of all or any portion of the Property by Grantor and each transfer thereafter, (i) the transferee shall be deemed to have assumed all of the obligations of Grantor as to the portion transferred, as set forth in this Conservation Easement, (ii) the transferee shall be deemed to have accepted the restrictions contained herein as to the portion transferred, (iii) the transferor, as applicable, shall have no further obligations hereunder except for Indemnification under Section 17(b), and (iv) all references to Grantor in this Conservation Easement shall thereafter be deemed to refer to such transferee. The failure of Grantor to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way. (3) (c) Easements. Grantor, its successors and assigns shall not grant additional easements or other interests in the Property without the prior written authorization of Grantee and third party beneficiaries, which consent shall not be unreasonably withheld. It shall be reasonable for Grantee and third party beneficiaries to withhold consent for the grant of 3-1 8-05 Version -15- additional easements or other interest in the Property that are in material direct or potential conflict with the Agency Permits and the preservation of the Natural Condition of the Property as defined in Section l(b) of this Conservation Easement. Grantor, its successors and assigns shall promptly record any additional easements or other interests in the Property in the official records of San Diego County, California and immediately notify the Grantee and third party beneficiaries through the mailing of a conformed copy of the recorded document. 1 3. Notices. All notices, demands, requests, consents, approvals, or communications from one party to another shall be personally delivered or sent by facsimile to the persons set forth below or shall be deemed given five (5) days after deposit in the United States mail, certified and postage prepaid, return receipt requested, and addressed as follows, or at such other address as any Party may from time to time specify to the other parties in writing: To Grantor: Techbilt Construction Corp Mail: P.O. Box 80036, San Diego, CA 92138 Street: 3575 Kenyon Street, San Diego, CA 921 10 Attn: Ted Tchang FAX 619-223-2865 To Grantee: City of Carlsbad Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, California 92008 FAX 760-720-691 7 With a copy to: Executive Director Center for Natural Lands Management 425 E. Alvarado Street, Suite H Fallbrook, CA 92028 FAX 760-73 1-779 1 Regional Manager Department of Fish and Game 4949 Viewridge Avenue San Diego, CA 92123 FAX: 858-467-4299 General Counsel Department of Fish and Game Office of the General Counsel 14 16 Ninth Street, 1 2'h Floor Sacramento, CA 95814-2090 FAX: 916-654-3805 3-1 8-05 Version -16- 34097 District Counsel U.S. Army Corps of Engineers Los Angeles District 915 Wilshire Boulevard, Room 1535 Los Angeles, CA 90017-3401 FAX: 213-452-4217 US Fish and Wildlife Service 60 10 Hidden Valley Road Carlsbad, CA 92009 FAX 760-43 1-5902 The parties agree to accept facsimile signed documents and agree to rely upon such documents as if they bore original signatures. Each party agrees to provide to the other parties, within seventy-two (72) hours after transmission of such a facsimile, the original documents that bear the original signatures. 14. Amendment. Grantor and Grantee may amend this Conservation Easement only by mutual written agreement and with the written consent of all third party beneficiaries. Any such amendment shall be consistent with the Purpose of this Conservation Easement and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of San Diego County, State of California. Grantor, its successors or assigns, shall promptly notify the Grantee and third party beneficiaries through the mailing of a conformed copy of the recorded amendment(s). 15. Recordation. Grantee shall promptly record this instrument in the official records of San Diego County, California and promptly notify the Grantor and third party beneficiaries through the mailing of a confirmed copy of the recorded easement. 16. Estoppel Certificates. Upon request, Grantee shall within fifteen (1 5) days execute and deliver to Grantor, its successors or assigns any document, including an estoppel certificate, which certifies, to Grantee’s best knowledge, Grantor’s, its successors or assign’s compliance with any obligation of Grantor, its successor or assign contained in this Conservation Easement and otherwise evidences the status of this Conservation Easement, to the extent known by Grantee, as may be requested by Grantor, its successor or assigns. 17. General Provisions. (a) Taxes; No Liens. Grantor or subsequent transferees shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority, including any taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. Grantor shall keep Grantee’s interest in the Property free from any liens. (b) No Hazardous Materials Liability. Grantor represents and warrants that it has no knowledge of any release or threatened release of Hazardous Materials (defined below) in, 3-1 8-05 Version -17- 34098 on, under, about or affecting the Property. Without limiting the obligations of Grantor under Section 10, Grantor agrees to indemnify, protect and hold harmless the Grantee Indemnified Parties and the Third Party Beneficiary Indemnified Parties (defined in Section IO) against any and all Claims (defined in Section 10) arising from or connected with any Hazardous Materials present, alleged to be present, or otherwise associated with the Property at any time, except that (i) this indemnification shall be inapplicable to the Grantee Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by Grantee, its employees or agents and (ii) this indemnification shall be inapplicable to the Third Party Beneficiary Indemnified Parties with respect to any Hazardous Materials placed, disposed or released by third party beneficiaries, their employees or agents. If any action or proceeding is brought against the Grantee and/or any of the Third Party Beneficiary Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from Grantee and/or the applicable third party beneficiary or beneficiaries, defend such action or proceeding by counsel reasonably acceptable to the Grantee and/or applicable Third Party Beneficiary Indemnified Party or Parties or reimburse the Grantee for attorneys fees and/or applicable third party beneficiary or beneficiaries for all charges incurred in defending the action or proceeding. Despite any contrary provision of this Conservation Easement, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives to Grantee or third party beneficiaries any of the following: (1) The obligations or liabilities of an "owner" or "operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or (4) The right to investigate and remediate any Hazardous Materials associated with the Property; or (5) Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by- products and fractions thereof; and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. Section 6901 et seq.); the Hazardous Waste Control Law (California Health & 3-18-05 Version -18- Safety Code Section 25 100 et seq.); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Conservation Easement. The term "Environmental Laws'' includes, without limitation, any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Grantor represents, warrants and covenants to Grantee and third party beneficiaries that Grantor's activities upon and use of the Property will comply with all Environmental Laws. (c) Warranty. Grantor represents and warrants that (1) there are no outstanding monetary liens or conservation easements senior in priority to this Conservation Easement, and (2) the Property is not subject to any other encumbrances other than those of record. Upon the recording of this Conservation Easement, Grantor will obtain title insurance policies on the Property in an amount equal to the fair market value of the Property for each of Grantee and Center. (d) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor's title in any respect. (e> Condemnation. The Purpose of this Conservation Easement is presumed to be the best and most necessary public use as defined in Code of Civil Procedure Section 1240.680 notwithstanding Code of Civil Procedure Sections 1240.690 and 1240.700. Nevertheless, if the Property is taken, in whole or in part, by exercise of the power of eminent domain, Grantor and Grantee shall be entitled to compensation in accordance with applicable law. (0 Termination of Rights and Obliaations. A party's rights and obligations under this Conservation Easement shall terminate upon transfer of the party's interest in the Conservation Easement or Property (respectively), except that liability for acts or omissions occurring prior to transfer shall survive transfer. (g) Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. The covenants hereunder benefiting Grantee shall also benefit third party beneficiaries. (h) Controlling Law. The laws of the State of California and the laws of the United States shall govern the interpretation and performance of this Conservation Easement. Any subsequent amendment or repeal of state law or order that authorizes this Conservation Easement shall not affect the rights conveyed to the Grantee or its successors or assigns. 3-18-05 Version -19- (9 Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. (i) Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Conservation Easement shall be liberally construed in favor of the grant to effect the purposes of this Conservation Easement and the policy and purpose of California Civil Code Section 8 15, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. (k) convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. Captions. The captions in this instrument have been inserted solely for (1) Exhibits. All Exhibits referred to in this Easement are attached and incorporated herein by reference. (m) Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 14. (n) Countemarts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by Grantor and Grantee; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. IN WITNESS WHEREOF, Grantor and Grantee have entered into this Conservation Easement the day and year first above written and have agreed to be bound by the terms and provisions hereof. AUTHORITY The individuals executing this Conservation Easement and the instruments referenced in it on behalf of Grantor and Grantee each represent and warrant that they have the legal power, right and actual authority to bind them to the terms and conditions of this Conservation Easement. 3-18-05 Version -20- 34100 GRANTOR TECHBILT CONSTRUCTION COW., A California Corporation ,n **By: I/ (sign here) Paul K. Tchang, President (print namekitle) **By: (sign here) Theodore Tchang, Vice President (print namehitle) APPROVED AS TO FORM: RONALD p. BALL, City Attorney . By: &ant City Attorney GENERAL COUNSEL, State of California, Department of Fish and Game By: Ann S. Malcolm Deputy General Counsel -21- 34101 **By: (sign here) (print namekitle) APPROVED AS TO FORM: RONALD R. BALL, City Attorney Assistant City Attorney GENERqL COUNSEL, State of California, Department of Fish and Game Ann S. Malcolm Deputy General Counsel -21- STATE OF CALIFORNIA 1 )ss. COUNTY OF SAN DIEGO ) 34102 On March22 2005 before me Susan E. Eubank , a Notary Public in and for said State, personally appeared Paul K. Tchana personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name@) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hers/their authorized capacity(ies), and that by hidherdtheir signature@) on the instrument the person(s), or the entity upon behalf of which the persons acted, executed the instrument. STATE OF CALIFORNIA ) )ss. COUNTY OF SAN DIEGO ) On March22 , a Notary Public in and for said State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name@) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hers/their authorized capacity(ies), and that by hidherdtheir signature(s) on the instrument the person@), or the entity upon behalf of which the persons acted, executed the instrument. 2005 before me Susan E. Eubank Theodore Tchana WITNESS my hand and official seal, Signatur EXHIBIT “A” Legal Description of Property ”.. . . ;‘ ,. ’. . 34103 34104 FEBRUARY 1, 2005 J.N. 961005 PAGE 1 OF 2 EXHIBIT 'A' LEGAL DESCRIPTION PARCEL 'A' LOT 10 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. 14926, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 15, 2004 AS DOCUMENT NO. 2004- 1180065. EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL 'A-1' BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 10, SAID CORNER BEING THE COMMON CORNER OF LOT 10, LOT 2 AND THE SOUTHWEST LINE OF EL FUERTE STREET, ALL OF SAID MAP, SAID CORNER ALSO BEING ON THE ARC OF A 712-FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST, THE RADIAL TO SAID CORNER BEARS SOUTH 27"37'47" WEST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 3"38'25" A DISTANCE OF 45.24 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL TO SAID BEGINNING BEARS SOUTH 23"59'22" WEST; THENCE, CONTINUING ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF l"16'59" A DISTANCE OF 15.94 FEET TO POINT 'A' ; THENCE, LEAVING SAID SOUTHWEST LINE NON-TANGENT TO SAID CURVE, SOUTH 03"33'33" WEST 24.60 FEET; THENCE NORTH 86"26' 27" WEST 15.00 FEET; THENCE NORTH 03"33' 33" EAST 30.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'A-2' BEGINNING AT POINT 'A' AS DESCRIBED IN PARCEL 'A-I,, SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STEET, SAID POINT ALSO BEING ON THE ARC OF A 712-FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST, THE RADIAL TO SAID POINT BEARS SOUTH 22'42'23" WEST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF lO"34'43" A DISTANCE OF 131.46 FEET; THENCE SOUTH 77"52'20" EAST 159.20 FEET TO THE BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST; 34105 FEBRUARY 1, 2005 J.N. 961005 PAGE 2 OF 2 THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1'38' 57" A DISTANCE OF 18.08 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL TO SAID BEGINNING BEARS NORTH 13'46'37" EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1'27'54" A DISTANCE OF 16.06 FEET TO POINT 'B' ; THENCE, LEAVING SAID SOUTHWWEST LINE ON-TANGENT TO SAID CURVE, SOUTH 06'24'07" EAST 24.30 FEET; THENCE SOUTH 83'35' 53" WEST 15.00 FEET; THENCE NORTH 06'24' 07" WEST 30.03 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'A-3' BEGINNING AT POINT 'B' DESCRIBED IN PARCEL 'A-2, SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STREET, SAID POINT ALSO BEING ON THE ARC OF A 628-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL TO SAID POINT BEARS NORTH 15"14'31" EAST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44'03'56" A DISTANCE OF 482.98 FEET; THENCE SOUTH 30'41'33" EAST 4.28 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 30'41'33" EAST 15.00 FEET TO POINT 'C' ; THENCE, LEAVING SAID SOUTHWEST LINE, SOUTH 59'18' 27" WEST 15.00 FEET; THENCE NORTH 30'41' 33" WEST 15.00 FEET; THENCE NORTH 59'18'27" EAST 15.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'A-4' BEGINNING AT POINT 'C' AS DESCRIBED IN PARCEL 'A-3', SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STREET; THENCE, ALONG SAID SOUTHWEST LINE, SOUTH 30'41' 33" EAST 560.37 FEET TO NORTHEAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 3'14'16" A DISTANCE OF 40.24 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE TO SAID BEGINNING BEARS SOUTH 56'04' 11" WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1'12'25" A DISTANCE OF 15.00 FEET; THENCE, LEAVING SAID SOUTHWEST LINE NON-TANGENT TO SAID CURVE, SOUTH 55"27' 58" WEST 10.04 FEET; THENCE NORTH 34'32' 02" WEST 15.00 FEET; THENCE NORTH 55"27' 58" EAST 10.04 FEET TO THE TRUE POINT OF BEGINNING. THE BEGINNING OF A 712-FOOT RADIUS CURVE CONCAVE TO THE O:\Legal-Descriptions\ 961005\Lot 1O.lgl.doc 34106 FEBRUARY 1, 2005 J.N. 961005 PAGE 1 OF 7 EXHIBIT 'A' LEGAL DESCRIPTION PARCEL 'B' LOT 11 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. 14926, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 15, 2004 AS DOCUMENT NO. 2004-1180065. EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL 'B-1' A PARCEL 20 FEET IN WIDTH, LYING 10 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE : BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 11, SAID CORNER BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID CORNER ALSO BEING ON A 842-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL LINE TO SAID CORNER BEARS NORTH 74'04'46" EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 24'19'01" A DISTANCE OF 357.35 FEET; THENCE NORTH 40'14'15" WEST 148.62 FEET TO THE BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9'32' 42" A DISTANCE OF 104.62 FEET; THENCE NORTH 30'41' 33" WEST 579.65 FEET TO THE BEGINNING OF A 712-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 21'46'08" A DISTANCE OF 270.52 FEET TO POINT 'E', SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID NORTHEAST LINE NON-TANGENT TO SAID CURVE, NORTH 50'50'57" EAST 151.79 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 16'00'34fr A DISTANCE OF 83.83 FEET; THENCE NORTH 66'51' 31" EAST 33.09 FEET; THENCE SOUTH 84'33'18" EAST 125.13 FEET; THENCE NORTH 51'07'09" EAST 329.33 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23'49'37" A DISTANCE OF 124.76 FEET; THENCE NORTH 74'56'46" EAST 18.73 FEET; THENCE NORTH 88'18' 39" EAST 127.94 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE 34107 FEBRUARY 1, 2005 J.N. 961005 PAGE 2 OF 7 NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4'16' 24" A DISTANCE OF 22.38 FEET; THENCE NORTH 84'02'15" EAST 271.43 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, THE RADIAL LINE TO SAID BEGINNING BEARS SOUTH 05'57' 45" EAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4'55'10" A DISTANCE OF 25.76 FEET; THENCE NORTH 79'07'05" EAST 128.53 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7"52' 15" A DISTANCE OF 41.21 FEET; THENCE NORTH 86'59' 20" EAST 134.87 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4'52'01" A DISTANCE OF 25.48 FEET; THENCE NORTH 82'07' 19" EAST 254.66 FEET TO POINT 'F' , SAID POINT ALSO BEING THE POINT OF TERMINUS. PARCEL 'B-2' A PARCEL 30 FEET IN WIDTH, LYING 15 FEET ON EACH SIDE OF THE FOLLOWING DECRIBED CENTERLINE : BEGINNING AT POINT 'F' DESCRIBED IN PARCEL 'B-1' ; THENCE SOUTH 57'34' 59" EAST 77.88 FEET TO THE BEGINNING OF A 297-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4'26'19'' A DISTANCE OF 23.01 FEET; THENCE SOUTH 62'01'18'' EAST 50.14 FEET TO THE BEGINNING OF A 297-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 15'35'32" A DISTANCE OF 80.82 FEET; THENCE SOUTH 77'36'50" EAST 103.85 FEET; THENCE SOUTH 55'41' 43" EAST 237.30 FEET; THENCE SOUTH 38'20' 27" EAST 126.74 FEET TO THE BEGINNING OF A NON-TANGENT 297-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, THE RADIAL LINE TO SAID BEGINNING BEARS SOUTH 51'39' 34" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12'55'36" A DISTANCE OF 67.01 FEET; THENCE SOUTH 51'16'01" EAST 80.13 FEET TO POINT 'G'; THENCE NORTH 65'59'38" EAST 30.71 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25'03'53" A DISTANCE OF 131.24 FEET; THENCE SOUTH 88'56'29" EAST 57.85 FEET; THENCE NORTH 44'57' 50" EAST 115.64 FEET; THENCE SOUTH 45'02' 10'' EAST 34.32 FEET TO THE EAST LINE OF SAID LOT 11. 34108 FEBRUARY 1, 2005 J.N. 961005 PAGE 3 OF 7 PARCEL 'B-3' A PARCEL 12 FEET IN WIDTH, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT POINT 'G' DESCRIBED IN PARCEL 'B-2' ; THENCE SOUTH 65'59'38" WEST 6.06 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44'07'36" EAST 29.21 FEET TO THE BEGINNING OF A NON-TANGENT 57.14-FOOT RADIUS CURVE CONCAVE WESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 51'15'37" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 84'39' 00" A DISTANCE OF 84.42 FEET TO THE BEGINNING OF A COMPOUND 28.68 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 44"05'23" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29'45' 41" A DISTANCE OF 14.90 FEET TO THE BEGINNING OF A NON-TANGENT 61.61 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 27'49'59" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 55'22' 24" A DISTANCE OF 59.54 FEET TO THE BEGINNING OF A NON-TANGENT 195.78-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 73'15'26" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 32'00'33" A DISTANCE OF 109.38 FEET TO THE BEGINNING OF A NON-TANGENT 45.24-FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 28'46'35" WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 99'17' 01" A DISTANCE OF 78.39 FEET; THENCE SOUTH 38'03'36" EAST 433.42 FEET; THENCE SOUTH 32'41' 11" EAST 57.20 FEET TO THE BEGINNING OF A 80-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29'38'26" A DISTANCE OF 41.39 FEET; THENCE SOUTH 62'19'37" EAST 56.92 FEET TO THE BEGINNING OF A 28.88-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 42'52'43" A DISTANCE OF 21.61 FEET TO THE BEGINNING OF A REVERSE 45.68-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID CURVE BEARS SOUTH 70'33'06" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38'31'49" A DISTANCE OF 30.72 FEET; THENCE SOUTH 57'58' 43" EAST 17.95 FEET TO THE BEGINNING OF A 19-FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 49'31'06" A DISTANCE OF 16.42 FEET; THENCE NORTH 72'30'11" EAST 12.21 FEET TO THE BEGINNING OF A 49.07-FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE 34109 FEBRUARY 1, 2005 J.N. 961005 PAGE 4 OF 7 EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17’01’ 36” A DISTANCE OF 14.58 FEET TO THE EAST LINE OF SAID LOT 11. PARCEL ’B-4’ A PARCEL 20 FEET IN WIDTH, LYING 10 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT POINT ‘E’ AS DESCRIBED IN PARCEL ’B-l’, SAID POINT BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID POINT ALSO BEING ON A 712-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 37’32’19” EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 10’31’44” A DISTANCE OF 130.84 FEET TO POINT ’H’, SAID POINT BEING THE TRUE POINT OF BEGINNING, SAID CONCAVE SOUTHERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 03’55’ 11” WEST; THENCE, LEAVING SAID NORTHEAST LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18’36‘08” A DISTANCE OF 22.73 FEET TO THE BEGINNING OF A COMPOUND 490-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 14’40’57” EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12’21‘38” AN ARC DISTANCE OF 105.71 FEET; THENCE SOUTH 62’57‘25” EAST 18.14 FEET TO THE POINT OF TERMINUS. POINT ALSO BEING A POINT ON A NON-TANGENT 70-FOOT RADIUS CURVE PARCEL ’B-5‘ BEGINNING AT POINT ’H‘ DESCRIBED IN PARCEL ‘B-4‘, SAID POINT BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID POINT ALSO BEING ON A 712-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, THE RADIAL TO SAID POINT BEARS NORTH 27’00’35“ EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14’52’55” A DISTANCE OF 184.93 FEET; THENCE NORTH 77’52’20” WEST 159.20 FEET TO THE THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13’35‘ 36” A DISTANCE OF 148.99 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12’15‘ 50” A DISTANCE OF 134.42 FEET TO THE SOUTH CORNER OF LOT 9 OF SAID MAP; THENCE, ALONG THE EAST LINE OF SAID LOT 9 LEAVING SAID NORTHEAST LINE NON-TANGENT BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; FEBRUARY 1, 2005 J.N. 961005 PAGE 5 OF 7 TO SAID CURVE, NORTH 24'44'47" EAST 30.26 FEET; THENCE NORTH 13'31'35" WEST 108.00 FEET; THENCE NORTH 29'33'47" WEST 55.78 FEET; THENCE NORTH 45'01' 35" WEST 48.51 FEET; THENCE NORTH 53'30' 41" WEST 22.64 FEET; THENCE, LEAVING THE EAST LINE OF SAID LOT 9, NORTH 36'29' 19" EAST 134.64 FEET TO POINT 'I' ; THENCE SOUTH 53'30' 41" EAST 64.33 FEET; THENCE SOUTH 39'55' 30" EAST 126.60 FEET; THENCE SOUTH 10'49'38" EAST 132.35 FEET; THENCE SOUTH 48'58' 45" EAST 27.33 FEET; THENCE SOUTH 22'38' 00" WEST 134.92 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-6' BEGINNING AT POINT 'I' DESCRIBED IN PARCEL 'B-5'' SAID POINT BEING ON THE EAST LINE OF LOT 9 OF SAID MAP; THENCE, ALONG SAID EAST LINE, NORTH 53'30' 41" WEST 38.99 FEET; THENCE NORTH 74'13'08" WEST 93.51 FEET; THENCE SOUTH 46'32'29" WEST 33.51 FEET TO THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP; THENCE, LEAVING THE EAST LINE OF SAID LOT 9 ALONG SAID NORTHEAST LINE, NORTH 41'21'10'' WEST 167.84 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 41'21'10" WEST 9.10 FEET TO THE BEGINNING OF A 25-FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 105'01'18" A DISTANCE OF 45.82 FEET TO THE BEGINNING OF A COMPOUND 1208-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 26'19'52" WEST, SAID BEGINNING BEING ON THE SOUTHRLY LINE OF FARADAY AVENUE OF SAID MAP; THENCE, ALONG SAID SOUTHERLY LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13'35'00" A DISTANCE OF 286.39 FEET TO POINT 'J'; THENCE, LEAVING SAID SOUTHERLY LINE NON-TANGENT TO SAID CURVE, SOUTH 35'56'10" EAST 100.31 FEET; THENCE NORTH 87'05' 18" WEST 28.38 FEET; THENCE SOUTH 02'54' 42" WEST 30.00 FEET; THENCE NORTH 87'05' 18" WEST 51.29 FEET; THENCE SOUTH 73'45' 17" WEST 19.80 FEET; THENCE NORTH 16'14' 43" WEST 38.39 FEET; THENCE SOUTH 80'35'41" WEST 180.47 FEET; THENCE SOUTH 48'38' 50" WEST 54.51 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-7' BEGINNING AT POINT 'J' DESCRIBED IN PARCEL 'B-6'' SAID POINT BEING ON THE SOUTHERLY LINE OF FARADAY AVENUE OF SAID MAP, SAID POINT ALSO BEING ON A 1208-FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 12'44'52'' WEST; FEBRUARY 1, 2005 J.N. 961005 PAGE 6 OF 7 THENCE, ALONG SAID SOUTHERLY LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1'11'21" A DISTANCE OF 25.07 FEET; THENCE NORTH 78'26'29" EAST 229.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 78'26'29" EAST 50.00 TO POINT 'K' ; THENCE, LEAVING SAID SOUTHERLY LINE, SOUTH 11'33' 31" EAST 85.00 FEET; THENCE SOUTH 78'26' 29" WEST 50.00 FEET; THENCE NORTH 11'33'31" WEST 85.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-8' BEGINNING AT POINT 'K' DESCRIBED IN PARCEL 'B-7' I SAID POINT BEING ON THE SOUTHERLY LINE OF FARADAY AVENUE OF SAID MAP; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, NORTH 78'26' 29" EAST 430.54 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 78'26' 29" EAST 124.35 FEET TO THE BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1'34'59" A DISTANCE OF 17.35 FEET; THENCE, LEAVING SAID SOUTHERLY LINE NON-TANGENT TO SAID CURVE, SOUTH 09'58'32'' EAST 15.02 FEET; THENCE SOUTH 52'50' 16" EAST 225.08 FEET; THENCE SOUTH 23'48' 14" WEST 181.30 FEET; THENCE NORTH 53'18' 16" WEST 105.35 FEET; THENCE SOUTH 41'19' 12" WEST 88.21 FEET; THENCE NORTH 48'40' 48" WEST 20.00 FEET; THENCE NORTH 41'19'12'' EAST 86.60 FEET; THENCE NORTH 53'18' 16" WEST 212.27 FEET; THENCE NORTH 14'54' 59" EAST 89.71 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-9' BEGINNING AT THE INTERSECTION OF WHIPTAIL LOOP AND FARADAY AVENUE OF SAID MAP, SAID INTERSECTION POINT BEING ON A 670-FOOT RADIUS CURVE CONCAVE TO THE SOUTH; THENCE RADIALLY TO SAID CURVE, SOUTH 15'29'59" EAST 42.00 FEET TO THE SOUTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING ON THE ARC OF A NON-TANGENT 628.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 15'29'59" WEST; THENCE, ALONG SAID SOUTH LINE, WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2'56' 56" A DISTANCE OF 32.32 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID SOUTH LINE NON-TANGENT TO SAID CURVE, SOUTH 26'50'37" WEST 40.81 FEET TO THE BEGINNING OF A NON-TANGENT 600-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 21'13'09" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL 34112 FEBRUARY 1, 2005 J.N. 961005 PAGE 7 OF 7 ANGLE OF 2'36' 29" A DISTANCE OF 27.31 FEET; THENCE, NON-TANGENT TO SAID CURVE, NORTH 71'04'36" WEST 26.81 FEET; THENCE SOUTH 82'12'51" WEST 28.97 FEET TO A POINT ON THE SOUTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING ON A NON-TANGENT 628.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 28"10'03" WEST; THENCE, ALONG SAID SOUTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 9"43'08" A DISTANCE OF 106.53 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-10' BEGINNING AT NORTHWEST CORNER OF SAID LOT 11; THENCE, ALONG THE EAST LINE OF SAID LOT 11, SOUTH 02"40' 01" EAST 124.02 FEET; THENCE, LEAVING SAID EAST LINE, SOUTH 66'09'50" WEST 264.42 FEET; THENCE SOUTH 11'53'56" WEST 75.57 FEET; THENCE NORTH 78'06' 04" WEST 20.00 FEET; THENCE NORTH 11'53' 56" EAST 75.57 FEET; THENCE NORTH 47'15' 34" WEST 157.68 FEET TO A POINT ON THE SOUTH LINE OF FARADAY AVENUE OF SAID MAP, SAID POINT BEING ON A NON-TANGENT 628.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 35"48'34" WEST; THENCE, ALONG SAID SOUTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33'06'41" A DISTANCE OF 362.92 FEET; THENCE NORTH 87'18'07'' 33.64 FEET TO THE POINT OF BEGINNING. O:\Legal~Descriptions\961005\Lot 1l.lgl.doc 34113 FEBRUARY 1, 2005 J.N. 961005 PAGE 1 OF 4 EXHIBIT 'A' LEGAL DESCRIPTION PARCEL 'C' LOT 12 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. 14926, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIARECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 15, 2004 AS DOCUMENT NO. 2004- 1180065. EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL 'C-1' BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 12, SAID CORNER BEING THE COMMON CORNER TO LOTS 1, 12 AND THE NORTH LINE OF FARADAY AVENUE ALL OF SAID MAP; THENCE, ALONG THE EAST LINE OF SAID LOT 1, NORTH 79'44'53" WEST 26.10 FEET; THENCE NORTH 40°48' 32" WEST 62.79 FEET; THENCE NORTH 14'10' 58" WEST 42.40 FEET; THENCE, LEAVING THE EAST LINE OF SAID LOT 1, NORTH 41O21' 08" EAST 83.38 FEET; THENCE NORTH 84O07' 41" EAST 110.67 FEET; THENCE SOUTH 28'26'17" EAST 87.46 FEET; THENCE SOUTH 76'07' 56" EAST 44.01 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING DESIGNATED AS POINT 'M', SAID POINT ALSO BEING ON A NON-TANGENT 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 20'35' 51" WEST; THENCE, ALONG SAID NORTH LINE, SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 8'25'59" A DISTANCE OF 190.16 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'C-2' BEGINNING AT POINT 'M' AS DESCRIBED IN PARCEL 'C-I-', SAID POINT BEING ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT ALSO BEING ON A 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THE RADIAL TO SAID POINT BEARS NORTH 20"35'51" WEST; THENCE, ALONG SAID NORTH LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4'50' 21" A DISTANCE OF 109.12 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID NORTH LINE NON-TANGENT TO SAID CURVE, NORTH 35'56' 10" WEST 103.33 FEET; 34114 FEBRUARY 1, 2005 J.N. 961005 PAGE 2 OF 4 THENCE NORTH 54"03' 50" EAST 30.00 FEET; THENCE SOUTH 35"56' 10" EAST 114.78 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING DESIGNATED AS POINT 'N', SAID POINT ALSO BEING ON A NON-TANGENT 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 14"20' 03" WEST; THENCE, ALONG SAID NORTH LINE, SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF l"25'27" A DISTANCE OF 32.11 FEET TO THE POINT OF BEGINNING. PARCEL 'C-3' BEGINNING AT POINT 'N' AS DESCRIBED IN PARCEL 'C-2', SAID POINT BEING ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT ALSO BEING ON A 1292 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, THE RADIAL TO SAID POINT BEARS NORTH 14"20'03" WEST; THENCE, ALONG SAID NORTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2"46' 32" A DISTANCE OF 62.59 FEET; THENCE NORTH 78"26'29" EAST 229.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID NORTH LINE, NORTH 11O33'31" WEST 65.00 FEET; THENCE NORTH 78O26'29" EAST 50.00 FEET; THENCE SOUTH ll"33' 31" WEST 65.00 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE; THENCE, ALONG SAID NORTH LINE, SOUTH 78"26' 29" WEST 50.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'C-4' BEGINNING AT THE NORTHWEST CORNER OF LOT 3 OF SAID MAP; THENCE, ALONG THE LOT LINE OF SAID LOT 12, SOUTH 85'29'23" WEST 251.74 FEET; THENCE SOUTH 82"04'13" WEST 213.60 FEET; THENCE SOUTH 89'43' 03" WEST 175.64 FEET TO THE BEGINNING OF A 365-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 45'47'04" A DISTANCE OF 291.67 FEET TO THE BEGINNING OF A COMPOUND 263.95-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, THE RADIAL LINE TO SAID POINT BEARS SOUTH 45'30'07" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44"15'12" A DISTANCE OF 203.87 FEET; THENCE NORTH 00'14'41" WEST 240.75 FEET; THENCE NORTH 44"08'29" WEST 64.43 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID LOT LINE, SOUTH 20"53' 25" WEST 98.77 FEET; THENCE NORTH 69"06' 35" WEST 50.00 FEET; THENCE NORTH 20"53' 25" EAST 122.05 FEET TO A POINT ON THE LOT LINE OF SAID LOT 12, SAID POINT BEING DESIGNATED AS POINT '0' ; THENCE, ALONG SAID LOT 34115 FEBRUARY 1, 2005 J.N. 961005 PAGE 3 OF 4 LINE, SOUTH 44’08‘29’‘ EAST 55.15 FEET TO THE TRUE POINT OF BEGINNING. PARCEL ’C-5‘ BEGINNING AT POINT ‘0’ AS DESCRIBED IN PARCEL ‘C-4‘, SAID POINT BEING ON THE LOT LINE OF SAID LOT 12; THENCE, ALONG THE LOT LINE OF SAID LOT 12, NORTH 44’08’29” WEST 25.15 FEET; THENCE NORTH 19’31‘ 49” WEST 131.99 FEET; THENCE NORTH 05’21‘05’’ EAST 57.20 FEET; THENCE NORTH 34’27’58” EAST 197.57 FEET; THENCE NORTH 59’57’ 40” EAST 70.09 FEET; THENCE SOUTH 79’15‘22” EAST 175.81 FEET; THENCE SOUTH 51’37’ 17“ EAST 154.72 FEET TO THE BEGINNING OF A 183.02-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44’04’ 10” A DISTANCE OF 140.77 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID LOT LINE NON-TANGENT TO SAID CURVE, NORTH 01’12‘ 27” EAST 154.80 FEET; THENCE SOUTH 88’47’ 33” EAST 50.00 FEET; THENCE SOUTH 01’12’27’’ WEST 145.31 FEET TO A POINT ON THE LOT LINE OF SAID LOT 12, SAID POINT BEING ON A NON- TANGENT 171.06-FOOT RADIUS CURVE CONCAVE SOUTHERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 05’08‘33” WEST; THENCE, ALONG SAID LOT LINE, WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 8’31’33’’ A DISTANCE OF 25.45 FEET TO THE BEGINNING OF A REVERSE 183.02-FOOT RADIUS CURVE CONCAVE NORTHERLY, THE RADIAL LINE TO SAID POINT BEARS SOUTH 13’40‘06” EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7O58’ 39” A DISTANCE OF 25.48 FEET TO THE TRUE POINT OF BEGINNING. 34116 EXHIBIT “B” Legal Depiction of Property 34117 APPLICANT: EXHIBIT ,"B" I EASEMENT TABLE SHT. 1 OF 7 SHT. DESCRIPTION I ~~~m~, Lp. !O. &?X a6 wAf€m, a 921s nMoTHyt2 mm H (619) 223-16U L.S. 7700 txp.i2/3r/o1 BASIS OF B€ARINGS A.P.N. 209-050-04 209-050-21-24 ?HE BAS'S OF BEARINGS FOR ?HIS SUREY IS ?HE CAUF2RNlA COORDINAE SEEM - 198J ZONE S, (NAD83) GRID BEARINGS BEMEN P7: NO 78 AND PI: NO. 71 AS SAID COORDINA AS ARf PUBLISHED IN THE CIN OF CARLSBAD SURKY CONTROL NEMRK ESTABLISED BY RECORD OF SUREY NO. 17271, IZED IN WE Oi77E OF WE SAN DIEGO COUNTY RECORDER ON EBRUARY S: 2002; Lf. N262820"z REFERENCED BEARINGS FROM OTHER DOCUMENEBEEDS MA Y OR MA Y NOT BE IN ERMS OF SAID SEE, ?HE COMBINED SCALE FACTOR AT P7: NO. 78 IS 0999948990. GRID DISTANCE = GROUND DISTANCE X COMBlNfD GRID FACTOR 1991.35 EPOCH, NORTH AMERICAN DATUM W 1983 LEGAL D€SCRl.UON - CONSULT NTS I J!Immw NO SCALE 34118 I 0' 200' 400' 800' loo' SCALE: 1' = 400' &q CONSULT NTS WlOlnkuAwwW avlmurhg sdb 100 fce mo-m-asar -odDparton- cayodcdmnb~ E3no 760-m-TIP0 SJMm SHT. 2 OF 7 SHT. APPLICANT: EXHIBIT "B" wxs%o am m PW., Lp. ?a mxm A.P.N. W (619) 223-16fl LS 77cNI Eyp.?2/3?/Gll 209-O50-2? 4 W A!.€m, C4 92139 nM7wo. ClwROu 209-m-a \961005\9605ROAKS dwg Feb 01, 2005 11 14am efs. 9605osmop, 9605AMAP 34119 APPLICANT: WskW Gw(smPTNRs, LE ?O. r4PDXBm6 W M?m, C4 9213 'H. (619) 223-16a3 0' 200' 400' 800' - SHT. 3 OF 7 SHT. A.P.N. EXHIBIT ."B" ?7M?wo. c4RRou 209-om-04 L.S. 7700 cyp. rz/~r/c~ zo9-650-2ru24 1 00' SCALE: 1* = 400' 34120 I OPEN SPACE ei # r------ 8 0' 800' 1 00' APPLICANT= M (619)-225-?6U \961005 9605ROAKSdwg Feb 01, 2005 ll:16am refs: 960\55osmop; 9605AMAP I I 0' [ 1 00' SCALE: 1' = 400' * CONSULT NTS APPLICANT: ~~~PTNRS, LE ?a mx86633 A.P.N. Wm, LA 921.H nMo7Hyo. CIQRROU 209-050-04 209-050-2 1-24 YL (619) 223-1663 L.S. 7700 LKE12/31/04 \961005\9605ROAKS.drg Feb 01, 2005 11: 16om refs: 9605osmop; 9605AMAP / / / / / / / / / / / APPLICANT= EXHIBIT ,"B" xRuwD aws mm PJWK, Lp. ?a mBda3a W "Em, C4 92133 'H. (6r.q) ZJ-I~~V L.S. 7700 mp.rz/wii APPROVED BY nMOTHy0. c;QRRou / / SHT. 6 OF 7 SHT. A.P.N. 209-m-04 z09-050-2r~z~ 50' SCALE: 1" = 200' 0 \ 34123 i\ \ \ \ \ \ \ \ \ \ \ \ 0' 100' 200' 400' 50' SCALE: 1" = 200' 34124 EXHIBIT “C” Mitigation Plan Excerpts 34125 WETLAND MITIGATION PLAN FARADAY AVENUE EXTENSION, SOUTH AGUA HEDIONDA SEWER INTERCEPTOR, AND CARLSBAD OAKS NORTH BUSINESS PARK Prepared for: City of Carlsbad 1635 Faraday Carlsbad, California 92008 and Techbilt, Inc. 3575 Kenyon Street San Diego, CA 92 1 10 Prepared by: Merkel & Associates, Inc. 5434 Ruffin Road San Diego, California 92 107 Phone: (858) 560-5465 Fax: (858) 560-7779 May 2004 2&d&d Keith W. Merkel, Principal Consultant Faraday Avenue . Conceptual Mitigation Plan May 2004 TABLE OF CONTENTS 34126 INTRODUCTION ....................................................................................................................................................... 1 LOCATION .................................................................................................................................................................. 1 SITE CHARACTERISTICS .............................................................................................................................................. 1 RESTORATION DESIGN ......................................................................................................................................... 4 GRADNG .................................................................................................................................................................... 4 IRRIGATION ................................................................................................................................................................ 6 PLANTING PROGRAM .................................................................................................................................................. 6 MAINTENANCE ...................................................................................................................................................... 10 SELECTIVE WEED ABATEMENT ................................................................................................................................ 10 REPLACEMENT PLANTWG ........................................................................................................................................ 10 CONTROL OF VANDALISM ........................................................................................................................................ IO MONITORING AND SUCCESS ASSESSMENT .................................................................................................. 11 REFERENCES ......................................................................................................................................................... -12 LIST OF TABLES TABLE 1 . IMPACT ACREAGE AND PROPOSED MITIGATION .................................................................... 4 TABLE 2 . RESTORATION PLANT MATERIALS ............................................................................................... 6 TABLE 3 . RESTORATION SEED MIX FOR CISMONTANE ALKALI MARSH AREAS ............................. 9 TABLE 4 . RESTORATION SEED MIX FOR DIEGAN COASTAL SAGE SCRUB AREAS ........................... 9 TABLE 5 . HABITAT SUCCESS MILESTONES ................................................................................................. 11 LIST OF FIGURES FIGURE 1 . PROJECT VICINITY MAP ................................................................................................................. 2 FIGURE 2 . PROPOSED MITIGATION SITE ........................................................................................................ 3 FIGURE 3 . PRELIMINARY GRADING PLAN FOR THE WETLAND MITIGATION SITE ........................ 5 FIGURE 4 . HABITAT RESTORATION ZONES .................................................................................................. 7 FIGURE 5 . TYPICAL PLANTING LAYOUT ........................................................................................................ 8 Merkel &Associates. Inc . # 97-104-08 i EXHIBIT “D” Title Report 34127 Order Number: 1742516 (11) Page Number: 1 3 4 12 8 Updated 1-14-2005 First American Title Company 411 Ivy Street San Diego, CA 92101 Ted Tchang Tech bi I t Companies 3575 Kenyon Street San Diego, CA 92110-5333 Phone: Fax: Customer Reference: Order Number: Title Officer: Phone: Fax No.: E-Mail: Open Space Oaks North 1742516 (11) Roy Provence (619) 231-4652 (619) 231-4647 rprovence@firstam.com PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepad to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policyforms. The printed Exceptions and Exclusions from the coverage of said 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 report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Fint American 77tle Order Number: 1742516 (11) Page Number: 2 34129 Dated as of January 13, 2005 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To be determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Techbilt Construction Corp., a California corporation The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 2. An easement for sewer pipelines and incidental purposes, recorded December 21, 1965 as instrument no. 229636 of Official Records. In Favor of: Affects: Lot 11. Buena Sanitation District, a County Sanitation District 3. An easement for public utilities and incidental purposes, recorded September 12, 1973 as instrument no. 73-256727 of Official Records. In Favor of: Affects: Lot 11. San Diego Gas and Electric Company 4. An easement for drainage and incidental purposes, recorded June 4, 1982 as instrument no. 82- 171547 of Official Records. In Favor of: Affects: Lots 10 and 11. The City of Carlsbad, a Municipal corporation Fint American Ticle 5. 6. 7. 8. 9. 10. 11. 12. Order Number: 1742516 (11) Page Number: 3 An easement to construct, erect or maintain any aboveground building or covered structure and incidental purposes, recorded March 8, 1991 as instrument no. 91-0103885 of Official Records. In Favor of: Affects: Lot 11. Carlsbad Partners, a California General Partnership The fact that said land lies within the proposed Boundaries of Community Facilities District no. 3 Carlsbad Unified School District, as disclosed by instrument recorded February 9, 1994 as file no. 1994-0090630 and recorded May 16, 1995 as file no. 1995-0205176 both of Official Records. The fact that said land lies within the Boundary Map Annexation #95/96-1 Community Facilities District #1 City of Carlsbad, as disclosed by instrument recorded January 16, 1996 as file no. 1996-0020168 of Official Records. An Amendment to the Notice of Special Tax Lien recorded June 29,2004 as instrument no. 04-0606773 of Official Records. An easement for the previlege and rigth to extend and access drainage structures, excavation and embankment slopes beyond the limits of the herein described right-of-way and incidental purposes, recorded February 11, 2004 as instrument no. 04-0109582 of Official Records. In Favor of: Affects: Lots 11 and 12. The City of Carlbad, a Municipal corporation Said document further recites: The Grantor, for himself, his successors and assigns, hereby waives any claims for any and all damages to Grantor's ramaining property contiguous to the right-of-way hereby conveyed by reason of the location, construction, landscaping or maintenance of said street and utilities. A lien for the cost of weed abatement in favor of the City of Carlsbad as evidenced by the document recorded August 5, 2004 as instrument no. 04-0740745 of Official Records. Against : Amount: Carlsbad Oaks North, LP $1,547.40, and any other amounts due thereunder. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded November 9,2004 as instrument no. 04-1066056 of Official Records. The terms and provisions contained in the document entitled "Notice and Waiver Concerning Proximity of the Planned or Existing Palomar Airport Road and Melrose Drive Transportation Corridors Case No. CT-97-13" recorded November 9, 2004 as instrument no. 04-1066058 of Official Records. An easement shown or dedicated on the Map as referred to in the legal description For: Drainage and incidental purposes. Affects Lots 11 and 12. Fist American ntie Order Number: 1742516 (11) Page Number: 4 3413i 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. An easement shown or dedicated on the Map as referred to in the legal description For: Open space and incidental purposes. Affects all of Lots 10, 11 and 12. Abutter's rights of ingress and egress to or from Lots 11 and 12 in and to Faraday Avenue, adjacent thereto have been dedicated or relinquished on the filed Map. Abutter's rights of ingress and egress to or from Lots 10 and 11 in and to El Fuerte Street adjacent thereto have been dedicated or relinquished on the filed Map. An easement shown or dedicated on the Map as referred to in the legal description For: Public Park and access and incidental purposes. Affects Lot 12. An easement shown or dedicated on the Map as referred to in the legal description For: Sewer and public trail and incidental purposes. Affects Lot 11. An easement shown or dedicated on the Map as referred to in the legal description For: Sight distance Corrido and incidental purposes. Affects Lot 11. Any and all offers of dedication, conditions, restrictions, easements, notes and/or provisions shown or disclosed by the filed or recorded map referred to in the legal description. An easement for conservation and incidental purposes, recorded December 15, 2004 as instrument no. 04-1180066 of Official Records. In Favor of: The City of Carlsbad, a California Municipal corporation Affects: Lots 10, 11 and 12. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded December 15, 2004 as instrument no. 04-1180067 of Official Records. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded December 15, 2004 as instrument no. 04-1180068 of Official Records. The terms and provisions contained in the document entitled "Waiver and Consent to Creation of a Community Facilities District and Agreement to Pay Fair Share Cost of CT 97-13" recorded December 15, 2004 as instrument no. 04-1180069 of Official Records. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded December 15, 2004 as instrument no. 04-1180071 of Official Records. Fkt American Title .- . .. , .. .. Affects Lot 11. Order Number: 1742516 (11) Page Number: 5 34132 25. The terms and provisions contained in the document entitled "Agreement between Developer/Owner and the City of Carlsbad for the Payment of a Local Drainage Area Fee" recorded December 21, 2004 as instrument no. 04-1201221 of Official Records. Prior to the issuance of any policy of title insurance, the Company will require: 26. With respect to Techbilt Construction Corp., a corporation: a. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. b. A certified copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. c. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require. fikst American 77tle Order Number: 1742516 (11) Page Number: 6 34133 1. Taxes for proration purposes only for the fiscal year 2004-2005. First Installment: $924.16, Paid Second Installment: $924.16, Paid Tax Rate Area: 09013 APN: 209-050-04-00 Taxes for proration purposes only for the fiscal year 2004-2005. First Installment: $10,950.97, Paid Second Installment: $10,950.97, Paid Tax Rate Area: 09013 APN: 209-050-21-00 Affects a portion of said land with other land. Taxes for proration purposes only for the fiscal year 2004-2005. First Installment: $13,225.94, Paid Second Installment: $13,225.94, Paid Tax Rate Area: 09013 APN: 209-050-22-00 Affects a portion of said land with other land. Taxes for proration purposes only for the fiscal year 2004-2005. First Installment: $11,990.40, Paid Second Installment: $11,990.40, Paid Tax Rate Area: 09013 APN: 209-050-23-00 Affects a portion of said land with other land. Taxes for proration purposes only for the fiscal year 2004-2005. First Installment: $13,156.90, Paid Second Installment: $13,156.90, Paid Tax Rate Area: 09013 APN: 209-050-24-00 Affects a portion of said land with other land. Fist American ?Me Order Number: 1742516 (11) Page Number: 7 3 4 1 3 4 The map attached, if any, may or may not be a survey of the land depicted hereon. First American 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. kit American Title 34135 Order Number: 1742516 (11) Page Number: 8 LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: Lots 10, 11 and 12 of Carlsbad Tract No. 97-13-01 Carlsbad Oaks North Phase I, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 14926, filed in the Office of the County recorder of San Diego County, December 15, 2004. first American Ticle Order Number: 1742516 (11) Page Number: 9 34136 NOl7CE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the Same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your local First American Office for more details. First American Title Order Number: 1742516 (11) Page Number: 10 34.137 EXHIBn A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) 1. CALIFORNIA LAND T'ITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990 SCHEDULE 6 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notice of nrch proceedings, whether or not shown by the records of such agency or by the public records. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. Easements, liens or encumbrances, or claims thereof, 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 dkclose, and which are not shown by the public records. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records. 2. 3. 4. 5. EXCLUSIONS FROM COVERAGE 1. 2. 3. 4. 5. 6. 1. 2. 3. The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, cosk, attorneys' fees or expenses which arise by reason of: (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, dimemions 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 aiy violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the publicrecords at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding From coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for vahe without knowledge. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 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. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by their policy or the trmsaction 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 POLICY FORM B - 1970 SCHEDULE OF EXCLUSIONS FROM COVERAGE 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, cr the effect of any violation of any such law, ordinance or governmental regulation. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the putlic records at Date of Policy. 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 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 daimant; (d) attachng or fist American Title Order Number: 1742516 (11) Page Number: 11 34138 created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured cldmant had paid value for the estate or interest insured by this policy. 3. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 WITH REGIONAL EXCEWIONS When the American Land Title Assodation policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 2 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 1. 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 inspection 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 Ly the public records. 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WITH A.L.T.A. ENDORSEMENT FORM 1 COVERAGE SCHEDULE OF EXCLUSIONS FROM COVERAGE 1. 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 or area of the land, cr the effect of any violation of any such law ordinance or governmental regulation. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 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 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 or acquired the insured mortgage 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 damageto the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent insurance is afforded herein as b any statutory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements under conrnction or completed at Date of Policy). Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of any subsequent wner of the indebtedness to comply with applicable "doing business" laws of the state in which the land is situated. 2. 3. 4. 5. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WrlH REGIONAL EXCEPTIONS When the American Land Title Association Lenders Policy is used as a Standard Coverage Policy and not as an Extended Coverage Blicy, 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 inspection 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 theretofore or hereafter furnished, imposed by law and not shown by the public records. First American ntle Order Number: 1742516 (11) Page Number: 12 34139' 6. AMERICAN LAND lTllE 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' fees or expenses which arise by reason of I. 2. 3. 4. 5. 6. I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regultions) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimemions or location of any improvement now or hereaiter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy; (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the publicrecords at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but mt excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 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 d 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. 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. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 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. 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 docb-ine of equitable subordination; 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 TITLE 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 arise by reason of 1. 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 inspection 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 theretofore or hereafter furnished, imposed by law and not shown by the public records. 8. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY - 1992 Hmt American 7itle 34140 Order Number: 1742516 (11) Page Number: 13 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, cosk, 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, dimemions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a ndice 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. 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 vahe without knowledge. 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; 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. 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 Vansfer; 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. 2. 3. 4. 9. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY - 1992 WrlH 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: 1. 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 inspection 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 theretofore or hereafter furnished, imposed by law and not shown by the public records. 10. AMERICAN LAND TlTLE ASSOCIAnON RESIDENTIAL lTll.E INSURANCE POLICY - 1987 EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees and expenses resulting bm: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zonirg ordinances and also laws and regulations concerning: * land use * improvements on the land * land division * 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. Order Number: 1742516 (11) Page Number: 14 34141 2. The right to take the land by condemning it, unless: * a notice of exercising the right appears in the public records on the Policy Date * the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. * that are created, allowed, or agreed to by you * that are known to you, but not to us, on the Policy Date - unless they appeared in the public records * that result in no loss to you * that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in Item 8 of Cwered Title Risks Failure to pay value for your title. * to any land outside the area specifically described and referred to in Item 3 of Schedule A, or * in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 3. Title Risks: 4. 5. Lack of a right: 11. EAGLE PROTECIION OWNER'S POLICY CLTA HOMEOWNER'S 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 EXCLUSIONS In addition to the Exceptions in Schedule 6, 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 ordinances, laws ad regulations concerning: a. building c. land use e. land division b. zoning d. improvements on the land 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 dexribed 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. This 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. 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. a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This exclusion does not limit the coverage described in Covered Risk 11 or 18. 2. 3. 4. Risks: 5. 6. Lack of a right: 12. SECOND GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, cos&, 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 regultions) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimemions 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 violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This exclusion fist American Title .. Order Number: 1742516 (11) Page Number: 15 34142. 2. 3. 4. 5. 6. 7. 8. 9. does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this 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. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this policy. 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 value without Knowledge. 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 (this paragraph does not limit the coverage provided under Covered Risks 8, 16, 18, 19, 20, 21, 22, 23, 24, 25 and 26); or (e) resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Momage. 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. Invalidity or unenforceability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth in lending law. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7,8 (e) and 26. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and all interest harged thereon, over liens, encumbrances and other matters affecting title, the existence of which are Known to the Insured at: (a) The time of the advance; or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which aris by reason of: 1. The following existing statutes, reference to which are made part of the ALTA 8.1 Environmental Protection Lien Endorsement inoorporated into this Policy following item 28 of Covered Risks: NONE. 13. SECOND GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) WITH REGIONAL EXCEPTIONS When the American Land Title Association loan policy with EAGLE Protection Added is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 12 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 ark by reason of: Part One: I. 2. 3. 4. 5. 6. Part Two: 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 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 dtlose, 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, clams or title to water. Any lien, or right to a lien, for services, labor or material theretofore or hereaffer furnished, imposed by law and not shown by the public records. First American ntle 34143 Order Number: 1742516 (11) Page Number: 16 1. The following exisfing statutes, reference to which are made part of the ALTA 8.1 Environmental Protection Lien Endorsement inoorporated into this Policy following item 28 of Covered Risks: None. Fint American ?itle .. . .. ,. 34144 EXHIBIT “E” Depiction of structures, improvements, easements, dedications and major, distinct natural features on the Property 34145 - - - - - - - L€G€ND SUBDI MSION BOUNDARY. ........... NON- KR ANDs WA ERS OF WE US. ............. KTLAND WES PROPOSED SLWE .................. - -Y-Y-- ___ __ -------- PROPOSED BROW DITCH. ......... m m EMS?" EXCESS EmUENT. ------- PROPOSED EXCESS EmUENT. EMSUNG SEKR FORCE MAIN. ------- .... ... SOUWERN MiLOW SCRUB. Iswsl m FRESHWA ER MARSH. ... .......... .. ............ fMS?ZNG SUBDRAIN - - ... F??ESHWA ER SEEP. lIiEl ............... ... - - - OPEN WAER PROPOSED SUBDRAIN. ............ v - ... ---a . - EMS?7NG STORM DRAIN. ........... I------- ..................... m CISMONMNE ALKALI MARSH., 71 DISWRBED KRAND. .......... m PROPOSED STORM DRAIN ......... womr 0. URROLL 1.S 7700 EXR 12/31/06 BASIS Of BEARINGS A.P.N. 209-050-04 209-050-2 1-24 THE BASIS OF BEARINGS FOR THIS SURMY IS THE CALIFOkNA COOkDINAIE (NAD83) GRID BEARINGS BEWEN P7; NO. 78 AND PI: NO 71 AS SAID COORDINAES ARE PUBLISHED IN THE CITY OF CARLSBAD SURMY CONTROL OF THE SAN DIEGO COUNTY RECORDER ON EBRUARY S: 2002 LE N2628207 REERENCED BEARINGS FROM 0 THER DOCUMEN EBEEDS SEEM - 1984 ZONE s, 1991.35 EPOCH, NORTH AMERICAN DATUM of 1983 NETWORK ESMBLISHED BY RECORD OF suRw NO. rmr, HE- IN WE O~CE MAY OR MAY NOT BE IN ERMS OF SAID SEEM THE COMBINED SCALE FACTOR AT PI: NO. 78 IS 0.999948990. GRID DISTANCE = GROUND DISMNCE X COMBINED GRID FACTOR LEGAL DESCRIPTIOM I C 0 N S U L T A" T S 2710 Laker Avenue West Civil Engineering Suite 100 Planning Carisbod. California 92008 Processing 760-931-7700 Surveying Fox: 760-931-8680 APPLICANT: ARLSMD OAKS NORTH PWRS, i.f ?O. BOX 80036 YN DIEGi2 04 92138 H (619). 223- 1663 \961005\Exhibils\Conservation Wetlands\9605ROAKS efs: 9605osrnap; 9605AMAP; \ZWotersVS NO SCALE SHT. I OF 13 SHT. EXHIBIT "E" I 1 34146 \ \ \ \ -- -- --- NO SCALE I C 0 N S U L T A" T S 2710 Loker Avenue West Civil Engineering Suite 100 Plonning Carlsbod. California 92008 Processing 760-931-7700 Surveying Fox: 760-931-8680 . 0 0 0 0 0 0 i SHT. 2 OF 13 SHT. APPLICANT: EXHIBIT "E" XRLSBID OAKS NORW PTNRS, L.P. ;10. BOX 80036 A.P.N. YN DIEGQ a 92138 VMOWY 0. CLWROLL 209-050-04 H (619) 223-1663 L.S. 7700 EXP, 12/31/06 209-050-21-24 ~961OO5\Exh1b1ts\Conservation\Wetlands\9605ROAKS2 dwg Mar 25. 2005 9 12am efs 9605osrnap. 9605AMAP. ZWatersUS 34147 EXHIBIT "E" woiiiy 0. MROLL !.S 7700 EXR 12/31/06 6 NO SCALE SHT. 3 OF 13 SHT. A.P.N. 209-050-04 209-050-2 1-24 2710 Loker Avenue West Civil Engineering Suite 100 Planning Carlsbad. California 92008 Processing 760-931-7700 Surveying Fox: 760-931-8680 www.oda~onsultonts.c~m APPLICANT: WLSMD OAKS NORTH P17vRS, L.P 10. BOX 80036 4N DfEGQ 92138 H (619) zz3-rm ,961 OOS\Exh ibits\Conservotion\Wetlonds\9605ROAKS: Xrefs: 9605osmop; 9605AMAP; ZWatersUS I I I i I I \ SE SHE7 ffo. 2 2710 Loker Avenue West Civil Engineering Suite 100 Planning Corlsbod. Caltfom D 92008 Process~ng 760-931-7700 Surveying Fox 760-931-8680 www odoyconsultants corn SHT. 4 OF 13 SHT. APPLICANT: EXHIBIT "E" 4RLSmD OAKS NORW P?NRS, L.P. -0. BOX 80036 A.P.N. 41 DIEGQ a 92138 miorw 0. ~RROLL 209-050-04 H. (619) 223-r663 L.S. 7700 EXP rz/~r/o6 209-0so-zr-z4 ,961OO5\Exh1bits\Conservat1on\Wetlands\9605ROAKS2 dwg Mor 25. 2005 9 19am :fs 9605osmop. 9605AMAP. ZWatersUS i 34149 NO SCALE \' \ \ \ \ \ \ \ \ \\ w sff sffm No. 3 2710 Loker Avenue West Civil Engineering Suite 100 Planning Carlsbad. California 92008 Processing 760-931-7700 Surveying Fox: 760-931-8680 wvw.odayconsultontJ.com APPLl CANT: \961005\Exh ibits\Conservation\Wetlands\9605ROAKS efs: 9605osrnop; 9605AMAP: ZWatersUS I I \ \ NO. 7'700 SHT. 5 OF 13 SHT. r "E" I I A.P.N. TbfOTHY 0. CARROii 209-050-04 1.S 7700 EXP. 12/31/06 209-050-21 44 wg Mar 25. 2005 9:20om 34150 YRLSMD MS tVOR7H PTNRS, L.P. ?O. BGX 80036 YN Dt'fGQ c;4 92138 28 (6rg) 223-1663 0 / 0 / A.P.N. ?MOTHY 0. C4RROLL 209-050-04 L.S. 7700 EXR rz/~r/o6 209-050-21 -24 0- CONSULT 2710 Lokcr Avenue Wnt Sultc 100 Planning 760-931-7700 Surveying Carlsbad. Callfornla 92008 Processing Fax: 760-931-6680 2710 Lokcr Avenue Wnt Civil Engineering Sultc 100 Planning Carlsbad. Callfornla 92008 Processing 760-931-7700 Surveying Fax: 760-931-6680 www.cdayeonsultanb.cm I SHT. 6 OF 13 SHT. 6 NO SCALE C 0 N S U L T A'N T S 2710 Loker Amuc West Civil Engineering Suite 100 Planning Carlsbod. California 92008 Processing 760-931-7700 Surveying Fax: 780-951-8680 www.Ddoyco"s"lt~nl,.com APPLICANT: EXHIBIT "E" NO. 7700 SHT. 7 OF 13 SHT. WLSW a46 NORTH P?NR' L.P. :O. BOX 80036 A.P.N. 4V D/€''O, c;4 921B ?MOTHY 0. URROLL 209-050-04 N (619) ZZJ-1663 L.S. 7700 EXE 12/31/06 209-050-2 7-24 ,961005\Exhibits\Conserwtion Slopes\9605P-SlopeErowUtil.dwg Mar 25, 2005 9: 25am efs: 9605AGRD; 9605FGRD; 9i05EGRD; 9605AMAP; TM-Slope: 9605MGRD; BrowExOnly; 7Un-Exonly; EUn-ExOniy 34152 0 OPEN SPACE NO SCALE PARCm C 2710 Loker Avnue Wnt Civil Engineering Sultc 1W Planning Carlabad. Cdlfomia 92008 Processing 760-951-7700 Surveyng Fox: 760-931-8680 www.odovccns"lt~"t..cm WLSW OAKS NORTH PmRS, L.P. !O. BOX 80036 A.P.N. H (619) 223-1663 L.S. 7700 EXP. r2/3r/o6 209-050-2 r -24 AN DIEGO, c4 9zra TIMOTHY 0. URROLL 209-050-04 ~961005\Exhibits\Conservotion\Slopes\9605P-SlopeErowUtil.dwg Mar 25, 2005 9: 26am efs: 9605AGRD; 9605FGRD; 9605EGRD; 9605AMAP; TM-Slope; 9605MGRO; BrowExOnlF 7Un-ExOnly, Eun-ExOnly 34153' -- - ---------_--------R-__-__-__ C/lY OF USTA PARm C C/lY UF CARLSBAD SE SHE7 Mo. 7 2710 lokcr Avenue West Ciwl Engineering suite 100 Plonnlng Cnrlsbnd. Cnl1fwnio 92008 Processing 760-931-7700 Surveynq Fax 760-931-8680 WYW Ddayconsultnnls corn SHT. 9 OF 13 SHT. APPLICANT: EXHIBIT "E" WiSW OAKS WR?H PWRS L.P. ?Os BOX 80036 A.P.N. W DEGQ C4 92138 ?7MOWY 0. C4RROLL 209-050-0+ 'A (619) 223-1663 L.S. 7700 EXP. 12~~06 209-050-2 r -24 \961005 Exhibits Conserwtion Slopes\9605P-SlopeBrowUtil dwg Mar 25, 2005 9 26om efs 960\55AGRD, \9605FGRD, 9>05EGRD, 9605AMAP. TM-Slope. 9605MGRO. BrowExOnly: 7UR-ExOnly. EUn-ExOnly I vO- WLSEMD OAKS NORW L.P. H (619) zz~-r663 10. BOX 80036 rq~ DIEGQ OI 9zr.w \ \ \ \ TIMOWY 0. OIRROLL L.S. 7700 EXR r2/3r/o6 \ \ \ \ SHT. roo^ 13 SHT. 34155 i / / / / NO SCALE OPEN SPACE PARQZ PRWO5W SmM DRAIN I C 0 N S U L T MN T S 2710 Lnker Awnue West Civil Engineering Suite 100 Planning Carlabod. Cnllfwnio 92008 Prmcessing 760-931 - 7700 Surveyio 9 Fax: 760-951-8bBO APPLICANT: e ,T I (' I I i I i I i I i I I I A.P.N. 209-050-04 7~07~ 0. OIRROLL .S 7700 EXR 12/31/06 209-050-21 -24 R.dwg Mor 25, 2005 9: 29am .Slope; 9605MGRD; Subdrains; 7SDR: ASDR: ESDR; FSDR; TM-SDR ' 34156 APPLICANT: EXHIBIT "E" WLSB4D OAXS NORJH P?NRS, L.P. ?O. BOX 80036 AN DI€GO, C4 92138 ?Jl4OJHY 0. CllRROLL H (619) 223-1663 L.S. 7700 €XR 12/31/06 c - U c + 2 6 c 2 2 F E 'c U C SHT. 12OF 13 SHT. A.P.N. 209-050-04 209-050-2 1-24 P I i ----- I------------ I - C 0 N S U L T MN T S 2710 Loker Awue West Civil Engineering Sulte 100 Planning Carlsbbod. Celifcrnia 92008 Processino 760-931-7700 Survegog Fax: 760-951-8680 www.odayconlultm ts.cwn 34157 / / / / / i NO SCALE OPEN SPACE RECORDED RE(2UEST OF First American Title RECORDING REQUESTED B?:. SUBDIVISION MAPPING DEPT and Center for Natural Lands Management-SO22 425 E. Alvarado Street, Suite H ( h*-\\d > Fallbrook, CA 92028 \-I\-+ .. .. 'L'"Yp( 0.f AND WHEN RECORDED MAIL 'TO! ' Carlsbad City Clerk's Office 1200 Carlsbad Village Drive Carlsbad, California92008 Department of Fish and Game 14 16 Ninth Street, 12th Floor (kd, \eA - 11 - 05) 1 Sacramento, CA 95 8 14 DOC # 2004-1 180066 I1111111 Ill1 Ill11 IIIII 111llllll11111111lll Ill11 11111 11111 11111 Ill1 1111 DEC 15,2004 352 PM OFFICIAL RECORDS SAN DIEGO CUUNTY RECORDER'S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 0.00 O C: NA RECITALS A. Grantor is the sole owner in fee simple of the real property in the County of San Diego, State of California, as described in Exhibit "A" attached hereto and incorporated herein by this reference (the B Grantee has adopted a Habitat Management Plan, for the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of certain species thereof, and is authorized to hold easements for these purposes pursuant to the provisions of California law; C. The Property possesses wildlife and habitat values, collectively, Tonservation Values", which should be conserved, managed and protected. D. The Property provides a high quality linkage to habitat corridors identified in the City of Carlsbad's Habitat Management Plan; E Grantor intends to transfer title to a designated conservator. Upon transfer, the designated conservator will take on all of the obligations and duties of the Grantor related to the conservation, protection, monitoring and management of the Conservation Values of the December 2,2004, City of Carlsbad -1- 17337 Property, including the fiduciary duty to manage endowment funds that have been set aside to preserve the Conservation Values of the property under this conservation easement. F. Grantor voluntarily grants this Conservation Easement as a way of providing mitigation for certain impacts of the Carlsbad Oaks North Specific Plan located in the City of Carlsbad, County of San Diego, State of California, pursuant to the Final Program Environmental Impact Report and associated Mitigation Monitoring and Reporting Program certified by the City of Carlsbad for the Carlsbad Oaks North Specific Plan project area, by City Council Resolution No. 2002-298, dated October 8,2002 and Planning Commission Resolution No. 5249, dated August 21,2002. This Conservation Easement is intended to implement and is accepted in connection with said City Council Resolution and as required by: 1. The United States Fish and Wildlife Service non-jeopardy Biological Opinion and associated habitat mitigation requirements issued December 4, 2003 (FWS Log No. 1-6-01-F2874); 2. The United States Army Corps of Engineers (“ACOE”) Section 404 Permit No. 200200641 -JMB and amendments thereto (“Section 404 Permit”) dated November 1, 2004; and 3. The California Department of Fish and Game (“CDFG”), Section 1603 Streambed Alteration Agreement R-5-2002-02 18, dated April 5,2004. All of the foregoing shall hereafter be collectively referred to as the “Approved Mitigation Plans”. G. Grantee is authorized to hold conservation easements pursuant to Civil Code Section 8 15.3. Specifically, Grantee is a governmental entity identified in Civil Code Section 815.3(b) and otherwise authorized to acquire and hold title to real property; and H. The CDFG has jurisdiction, pursuant to the California Fish and Game Code, Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species and also has jurisdiction pursuant to the Fish and Game Code, Section 1603 with respect to any activity which may substantially adversely affect an existing fish and wildlife resource. I. The United States Fish and Wildlife Service (“USFWS”) has jurisdiction over the conservation, protection, restoration, enhancement and management of fish, wildlife and native plants and the habitats on which they depend under the Endangered Species Act, 16 U.S.C. Section 1531 et. seq., the Fish and Wildlife Coordination Act, 16 USC, Section 66 1-666c and other applicable federal laws. The USFWS issued a non-jeopardy biological opinion FWS Log No. 1-6-01- F2874regarding effects to federally listed species as a result of the development of the Carlsbad Oaks North Specific Plan, and December 2,2004, City of Carlsbad -2- J. The ACOE is the federal agency charged with regulatory authority over discharges of dredged and fill material in waters of the United States pursuant to Section 404 of the Clean Water Act. COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS In consideration of the above recitals and the mutual covenants, terms, conditions, and restrictions contained herein, and pursuant to California law, including Civil Code Section 8 15, et seq., Grantor hereby voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Property of the nature and character and to the extent hereinafter set forth (“Conservation Easement”). This Conservation Easement shall run with the land and be binding on Grantor’s heirs, successors, administrators, assigns, lessees, and other occupiers or users of the Property or any portion of it. 1. Purpose. (a) The purpose of this Conservation Easement is to ensure that the Property will be preserved in a natural condition in perpetuity and to prevent, subject to the rights retained by the Grantor hereunder, any use of the Property that will materially impair or interfere with the Conservation Values of the Property. Grantor intends that this Conservation Easement will confine the use of the Property to activities involving the preservation and enhancement of native species and their habitat in a manner consistent with the habitat conservation purposes of this Conservation Easement. (b) The term “natural condition,” as referenced in paragraph (a) and other portions of this Conservation Easement, shall mean the condition of the Property, as it exists at the time this Conservation Easement is executed, as well as future enhancements or changes to the Property that occur directly as a result of the following activities: (1) (2) (c) Compensatory mitigation measures required by the Section 404 Permit In-perpetuity long-term maintenance obligations that occur on the Grantor certifies that the only structures or improvements existing on the Property at the time this grant is executed consist of utilities, roads and trails Evidence of the “natural condition” to Grantor, Grantee and any third party beneficiary consists of (1) an aerial photograph of the Property at an appropriate scale taken as close in time as possible to the date this Conservation Easement is executed; (2) on-site photographs showing all man-made improvements or structures (if any); (3) all biological reports and wetlands delineation studies; (4) the certified Final Environmental Impact Report; and (5) the Approved Mitigation Plans. and as described in the Final Habitat Mitigation and Monitoring Plan, or Property as described in Section 6, herein. (d) If a controversy arises with respect to the natural condition of the Property, Grantor, Grantee, any third party beneficiary, or their designees or agents, shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy. December 2,2004, City of Carlsbad -3- 2. Prohibited Uses. Any activity on or use of the Property inconsistent with the habitat conservation values and purposes of the Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following are expressly prohibited except as otherwise provided herein, or unless specifically provided for in the City Habitat Management Plan, its implementing documents, the Approved Mitigation Plans and any easements, reservation of rights recorded in the chain of title to the Property at the time this Conservation Easement is recorded. : (4 Unseasonal watering; (b) Use of herbicides, pesticides, biocides, fertilizers, or other agricultural chemicals or weed abatement activities, except activities necessary to control or remove invasive or exotic species; (c) Incompatible fire protection activities except fire prevention activities expressly reserved herein; (d) Use of off-road vehicles and use of any other motorized vehicles except in the execution of management duties; (e) Livestock grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing; (g) Residential, commercial or industrial uses; (h) Any legal or de facto division, subdivision or portioning of the Property, except transfers in accordance with Section 11 below; (i) Construction, reconstruction or placement of any building or other improvement, billboard, or sign except in furtherance of the duties specified herein; (i) Depositing or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other material; (k) Planting, introduction or dispersal of non-native or exotic plant or animal species; (1) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Property; (m) Altering the general topography of the Property, including but not limited to building of roads and flood control work, except as reflected in the Approved Mitigation Plans and the Carlsbad Oaks North Specific Plan; December 2,2004, City of Carlsbad -4- (n) Removing, destroying, or cutting of native trees, shrubs or other native vegetation, except for: (1) fire breaks as required by fire safety officials as set forth in Section 6, (2) maintenance of existing foot trails or roads, (3) prevention or treatment of disease, (4) control of invasive species which threaten the integrity of the habitat, (5) such activities required by Approved Mitigation Plans, or (6) activities described in Section 6; and (0) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters, except as provided in the Approved Mitigation Plans and the Carlsbad Oaks North Specific Plan. 3. Grantee’s Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee. (a) To preserve and protect the Conservation Values of the Property; (b) To enter upon the Property at reasonable times: (i) in order to monitor the condition of the Property and to enforce the terms of this Conservation Easement, (ii) to conduct scientific research and for interpretive purposes (which entry may be made by Grantee or its designees), provided, however, that Grantee’s exercise of such rights shall not unreasonably interfere with the Grantor’s exercise of the rights retained by Grantor hereunder; (c) To prevent any activity on or use of the Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Property that may be damaged by any act, failure to act, or any use that is inconsistent with the purposes of this Conservation Easement; (d) All mineral, air and water rights necessary to protect and to sustain the biological resources of the Property; and (e) All present and future development rights. All rights given to Grantee under this easement, are also granted to ACOE, USFWS and CDFG as third party beneficiaries of this Conservation Easement. The ACOE, shall maintain third party beneficiary rights with respect to mitigation under the 404 Permit No. 200200641-JMB. CDFG shall maintain third party beneficiary rights with respect to the Section 1603 Streambed Alteration Agreement No. R-5-2002-0218, April 5,2004. The USFWS and CDFG shall maintain third party beneficiary rights with respect to the USFWS non-jeopardy Biological Opinion (FWS Log. No. 1-6-01-F2874). 4. Reserved Rights. Grantor reserves to itself, its successors and assigns, all rights accruing from its ownership of the Property, including the following rights, but only to the extent that such uses are consistent with the purposes of this Conservation Easement and the uses authorized by the Approved Mitigation Plans and the Carlsbad Oaks Specific Plan : December 2,2004, City of Carlsbad -5- (a) The right to grant easements to any utility company for facilities, so long as such easements are consistent with the purpose of this Conservation Easement and are in accordance with Section 1 1; (b) The right to maintain firebreaks, trim or remove brush, otherwise perform preventive measures required by the fue department to protect structures and other improvements from potential fires, and perform any other brush management activities in compliance with applicable brush management programs and consistent with the terms and conditions of the permits, entitlements and approvals issued for development of the Carlsbad Oaks North Specific Plan project area; (c) The right to perform restoration and management activities which are necessary to maintain the Property as open space and preserve and protect the Conservation Values thereon in accordance with the terms of the Section 404 permit or Approved Mitigation Plans, in conjunction with the issuance of permits, entitlements and approvals for the development of the Carlsbad Oaks North Specific Plan project; (d) The right to plant and maintain native trees, shrubs and other native landscaping elements, including, without limitation, the installation and maintenance of underground pipe systems, sprinklers, and appurtenances necessary to maintain the landscaping placed thereon to the extent such landscaping elements are required pursuant to the permits, entitlements and approvals issued for the Carlsbad Oaks North Specific Plan project area, and are consistent with the purposes of this Conservation Easement; and (e) The right to install and maintain: (1) Fences on the Property to the extent such installation and maintenance of fences is consistent with the purposes of this Conservation Easement. (2) Any slopes or other structures, improvements or facilities required or necessary for the construction of the Carlsbad Oaks North Specific Plan as approved by the City, and consistent with the Approved Mitigation Plans. 5. Grantee’s Duties. (a) Grantee shall not reduce the Conservation Values of the Property by performing any activity contrary to the purposes of this Conservation Easement, and (b) Grantee will perform compliance inspections of the Property to the extent it determines that staff and funding are available. 6. Grantor’s Duties. To accomplish the purposes of this Conservation Easement as described in Section 1, Grantor shall: (a) Preserve and retain the Property for its Conservation Values; and December 2,2004, City of Carlsbad -6- (b) Undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the Conservation Values of the Property. In addition, Grantor shall undertake all necessary actions to perfect Grantee’s rights under Section 3 of this Conservation Easement, including but not limited to Grantee’s water rights; and (c) Comply with the terms of this Conservation Easement and cooperate with Grantee in the protection of the Conservation Values; and (d) Maintain the Property and signage, and conduct any other activities necessary for the maintenance and protection of this Conservation Easement in order to retain and enhance the Conservation Values in perpetuity; and (e) Repair and restore damage to the Conservation Easement directly caused by Grantor, Grantor’s representatives, employees, agents, invitees and third parties. (f) Set aside, hold, invest and disburse adequate endowment funds in trust solely for the purposes of protecting Grantee’s rights and preserving the Conservation Values of the Property under this Conservation Easement in perpetuity. Grantee shall have the right to review and approve the terms of the endowment agreement, and shall be a third party beneficiary of that agreement with the right to review and approve any amendments. Have a fiduciary duty to ensure that the endowment funds held in trust for the Property are properly managed. The following principles of fiduciary duty shall apply: (1) There shall be no commingling of the endowment funds with other funds. Funds may be pooled for investment management purposes only. (2) Grantor shall have a duty of loyalty and shall not use the endowment funds for it’s own personal benefit. (3) Grantor shall act as a prudent investor of the endowment funds. (4) Grantor shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Grantor’s oversight. Grantor shall act with prudence when delegating authority and in the selection of agents. (5) licensed CPA. Grantor shall submit the auditor’s written report to Grantee upon completion. Obtain any applicable governmental permits and approvals for any activity or use permitted by this Conservation Easement, and undertake any activity or use in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements, and (g) Grantor shall have annual audit of the endowment performed by a (h) (i) Take responsibility in perpetuity for the ongoing, long-term maintenance of the Property. Such long-term maintenance shall consist of the following activities: (1) Annual removal of trash or inorganic debris; December 2,2004, City of Carlsbad -7- (2) Repair, remediation and restoration of damage to the natural condition and Conservation Values of the Property, including damage from man-made causes, non-natural parasites and non-native or exotic species; and (3) Annual maintenance of signage and other notification features saying “404 Mitigation Area,” “Protected Natural Area,” or similar descriptions that inform persons of the nature and restrictions on the Property. 7. Enforcement (a) Third Party Beneficiaries. ACOE and CDFG, as third party beneficiaries of this Conservation Easement, shall have the same rights, remedies and limitations as Grantee under this Section. The third party beneficiary rights under this Section are in addition to, and do not limit rights conferred to any third party beneficiary under any other laws or regulations. The ACOE, shall maintain third party beneficiary rights with respect to mitigation under the 404 Permit No. 200200641-JMB. CDFG shall maintain third party beneficiary rights with respect to the Section 1603 Streambed Alteration Agreement No. R-5-2002-0218. USFWS and CDFG shall maintain third party beneficiary rights with respect to the USFWS non-jeopardy Biological Opinion (FWS Log. No. 1-6-01-F2874). Grantor, Grantee and any third party beneficiary, when implementing any remedies under this easement, shall provide timely written notice to each other of any actions taken under this section, including, but not limited to: copies of all notices of violation and related correspondence. (b) Notice of Violation. If Grantee determines that Grantor is in violation of the terms of this Conservation Easement or that a violation is threatened, Grantee may demand the cure of such violation. In such a case, Grantee shall issue a written notice to Grantor (hereinafter “notice of violation”) informing the Grantor of the actual or threatened violations and demanding cure of such violations. Grantee and third party beneficiaries shall make a good faith effort to notify each other prior to issuing a notice of violation. (c) Time to Cure. Grantor shall cure the noticed violations within fifteen (1 5) days of receipt of said written notice from Grantee. If said cure reasonably requires more than fifteen ( 15) days, Grantor shall, within the fifteen (1 5) day period submit to Grantee for review and approval a plan and time schedule to diligently complete a cure. Grantor shall complete such cure in accordance with the approved plan. If Grantor disputes the notice of violation, it shall issue a written notice of such dispute to Grantee within fifteen (1 5) days of receipt of written notice of violation. (d) Failure to Cure. If Grantor fails to cure the noticed violations within the time period described in Section 7(c), above, or Section 7(e)(2), below, Grantee may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Grantor with the terms of this Conservation Easement. In such action, the Grantee may: 1. Recover any damages to which Grantee may be entitled for violation by Grantor of the terms of this Conservation Easement, subject to the limitations in Sections 7(h) and 7(i) below. Grantee shall first apply any damages recovered to the cost of undertaking any corrective action on the Property. December 2,2004, City of Carlsbad -8- 2. Enjoin the violation, exparte if necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or 3. Obtain other equitable relief, including, but not limited to, the restoration of the Property to the condition in which it existed prior to any such violation or injury. (e) Notice of Dispute. If Grantor provides Grantee with a notice of dispute, as provided herein, Grantee shall meet and confer with Grantor at a mutually agreeable place and time, not to exceed thirty (30) days from the date that Grantee receives the notice of dispute. Grantee shall consider all relevant information concerning the disputed violation provided by Grantor and shall determine whether a violation has in fact occurred and, if so, determine whether the notice of violation and demand for cure issued by Grantee is appropriate in light of the violation. (1) Grantee shall use the following principles in making a determination: a. Management activities shall be chosen for their long-term benefits to the Property’s Conservation Values rather than for short-term benefits; b. Management activities that benefit habitat protection shall be chosen in favor of management activities designed to benefit individual species, except where State or federally listed species are at issue; c. Habitat maintenance is of primary importance in protecting the long-term Conservation Values of the Property; d. Management activities shall be chosen according to the following order of preference: i. Preventative actions shall be taken to avoid additional impact; ii. Natural restoration shall be used if appropriate, based on the magnitude of the impact, the impacts on listed or sensitive species, and the estimated time for recovery to occur; iii. Active restoration shall be required only where there are potential severe, long-term impacts to the Property’s Conservation Values, or where highly sensitive species are impacted; e. If, and for so long as, Grantor is a non-profit entity organized for conservation purposes, Grantee shall consider the cost of management activities and the resources available to Grantor or its successors. December 2,2004, City of Carlsbad -9- (2) If, after reviewing Grantor's notice of dispute, conferring with Grantor, and considering all relevant information related to the violation, Grantee determines that a violation has occurred, Grantee shall give Grantor notice of such determination in writing. . Grantor shall cure the noticed violations within fifteen (1 5) days of receipt of said written notice from Grantee. If said cure reasonably requires more than fifteen (1 5) days, Grantor shall, within the fifteen (1 5) day period submit to Grantee for review and approval a plan and time schedule to diligently complete a cure. Grantor shall complete such cure in accordance with the approved plan. (f) Conflicting Notices of Violation (1) If Grantor receives a notice of violation from Grantee and/or any third party beneficiary that is in material conflict with one or more prior written notices of violation that have not yet been cured by Grantor, such that the conflict makes it impossible for Grantor to carry out a cure consistent with all prior active notices of violation, Grantor shall give written notice to all agencies issuing conflicting notices of violation within fifteen (1 5) days of the receipt of each such conflicting notice of violation. A valid notice of conflict shall describe the conflict with specificity, including a description of how the conflict makes compliance with all active notices of violation impossible. (2) Upon issuing a valid notice of conflict to the appropriate agency, as described above, Grantor shall not be required to carry out the cure described in the conflicting notices of violation until such time as the agency or agencies responsible for said conflicting notices of violation issue a revised notice of violation making all active notices of violation consistent. Upon receipt of a revised, consistent notice of violation, Grantor shall carry out the cure recommended in such notice within the time periods described in Section 7(c), above. Notwithstanding Section 7(g), failure to cure within said time periods shall entitle Grantee to the remedies described in this Section 7(d). (3) If after 30 days, there is an unresolved material conflict between Grantee and any third party beneficiary regarding notices of violation, Grantor shall comply with the notice of violation issued by the Grantee, until there is mutual agreement or a court order. (4) This Section 7(f) shall not apply to Section 7(g), below. (g) Immediate Action If Grantee determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Property, Grantee may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Conservation Easement and state and federal law after giving Grantor at least twenty-four (24) hours written notice before pursuing such remedies. So long as such twenty four (24) hour notice is given, Grantee may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or notice of dispute as described in Sections 7(c) and 7(f), above. The written notice pursuant to this paragraph may be transmitted to Grantor by facsimile and shall be copied to all other parties listed in Section 12 of this Conservation Easement. The rights of Grantee under this paragraph apply equally to actual or threatened December 2,2004, City of Carlsbad -10- violations of the terms of this Conservation Easement. Grantor agrees that the remedies at law for Grantee for any violation of the terms of this Conservation Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Conservation Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity, including but not limited to, the remedies set forth in Civil Code Section 8 15, et seq., inclusive. (h) Grantor Violation If a court of competent jurisdiction determines that the Grantor has violated any term of this easement, Grantor and Grantee agree that: (1) Liability to Grantee for damages is limited to acts or omissions covered by the Insurance Policy described in Section 8 below to the coverage limits of the policy, except as described in Section 7(h)(3) below. (2) Endowment funds set aside for the management of the Property shall not be used to pay any damages to any third party so long as the Endowment is held for the specific purposes set forth in this Conservation Easement. (3) If a violation arises from an intentional act by Grantor, Grantor shall be liable for the full extent of damages resulting from the violation; even if beyond the limits of any insurance policy, and (4) Endowment funds for the management of the Property may only be used to restore the Property to the condition in which it existed prior to the violation; and (5) In lieu of monetary damages, Grantee may agree to accept fee title to and management responsibility of the Property, or may direct fee title and management responsibility to a new Grantor, which shall be a public agency or non-profit corporation eligible to hold conservation Easements under Civil Code Section 815.3. Prior to accepting fee title and management responsibility, Grantee may offer to assign this Conservation Easement to a willing third party beneficiary to this agreement pursuant to the terms of Section 11 of this Conservation Easement. If Grantee or an eligible replacement Grantor takes fee title to the Property pursuant to this paragraph, Grantee or replacement Grantor shall receive any funds which remain in the endowment and any other funds specified for the Property. (i) Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle Grantee to bring any action against Grantor or make any claim on Grantor's insurance policy for any injury to or change in the Conservation Easement Property resulting from: (1) Any cause beyond Grantor's control, including without limitation, fire, flood, storm, and earth movement; or December 2,2004, City of Carlsbad -1 1- (2) Any prudent action taken by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to persons and/or the Conservation Easement Property resulting from such causes; (3) Acts by Grantee, any third party beneficiary, or their employees, directors, officers, agents, contractors, or representatives; or (4) Acts of third parties (including any governmental agencies) that are beyond Grantor’s control, so long as Grantor takes reasonable steps to prevent prohibited uses of the Property. (i) Enforcement Discretion. Enforcement of the terms of this Conservation Easement shall be at the discretion of Grantee. Any forbearance by Grantee to exercise rights under this easement in the event of any breach of any term of this easement by Grantor shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Conservation Easement or of any of the rights of Grantee under this Grant. No delay or omission by Grantee in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. 8. Insurance. Grantor shall maintain a policy of Commercial General Liability Insurance, in a form reasonably approved by Grantee, with a minimum coverage of $2 million per incident . The insurance shall be for legal liability arising out of bodily injury and tangible property damage, including tangible property damage to the conservation easement. The policy shall include an endorsement naming Grantee as an additional insured, which policy shall provide primary coverage for Grantee in the event of any claim naming Grantee that is covered by the policy. The policy shall be the source of payment for any liability claims under this Conservation Easementpaid after judgment or settlement, covered by the policy. 9. Indemnification. (a) Grantor and its successors and assigns retain all responsibilities and shall bear all costs and liabilities of any kind relating to the ownership, operation, upkeep, and maintenance of the Property. Grantor shall hold harmless, indemnify, and defend Grantee and its directors, officers, employees, agents, contractors, and representatives, (“Indemnified Parties”) from and against all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgment, including without limitation, reasonable attorneys’ fees, arising from or in any way connected with: injury to or the death of any person, or physical damages to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property unless due to negligent or intentional acts or omissions of any of the indemnified parties. (b) Hazardous Materials Grantor represents and warrants that it has no knowledge of any release or threatened release of Hazardous Materials as defined below in, on, under, about or affecting the Property. Without limiting the obligations of Grantor in Section 8, Grantor agrees to indemnify, protect and hold harmless the Indemnified Parties (defined in Section (a)) against any and all claims arising from or connected with any Hazardous Materials present, alleged to be present, or otherwise associated with the Property at any time, including December 2,2004, City of Carlsbad -12- allegations of Hazardous Material introduced to the property following subsequent transfers by Grantor, except any Hazardous Materials placed, disposed or released by Grantee, its employees, directors, officers, contractors, representatives or agents. If any action or proceeding is brought against any of the Indemnified Parties by reason of any such Claim, Grantor shall, at the election of and upon written notice from Grantee, defend such action or proceeding by counsel reasonably acceptable to the Indemnified Party or reimburse Grantee for all charges it incurs in defending the action or proceeding. Despite any contrary provision of this Conservation Easement Deed, the parties do not intend this Conservation Easement to be, and this Conservation Easement shall not be, construed such that it creates in or gives to Grantee any of the following: (1) The obligations or liabilities of an "owner" or "Operator," as those terms are defined and used in Environmental Laws (defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or (4) The right to investigate and remediate any Hazardous Materials associated with the Property; or (5) Any control over Grantor's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Property. The term "Hazardous Materials" includes, without limitation, (A) material that is flammable, explosive or radioactive (except such materials naturally occurring within the Property); (B) petroleum products, including by-products and fractions thereof; and (C) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. Section 6901 et seq.); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, rules, regulations or orders now in effect or enacted after the date of this Conservation Easement Deed. The term "Environmental Laws" includes, without limitation, any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Grantor represents, warrants and covenants to Grantee that Grantor's activities upon and use of the Property will comply with all Environmental Laws. December 2,2004, City of Carlsbad -13- 10. Access. This Conservation Easement does not convey a general right of access to the Property by the public. The Conservation Easement will allow for access to the Property for Grantee and its designees, third party beneficiaries and third-party easement holders as designated in the recorded easement. This Conservation Easement will allow for the Property to be available for approved scientific investigations. Trailhead signs will be placed strategically throughout any existing or future trail system to increase user awareness and appreciation and to inform persons of the nature of and restrictions on the Property. 1 1. Assignment and Subsequent Transfers. (a) BY Grantee. (1) This Conservation Easement is transferable by Grantee to an entity or organization authorized to acquire and hold conservation easements pursuant to Civil Code Section 8 15.3 (or any successor provision then applicable); and (2) Prior to making an assignment, Grantee shall give written notice of the proposed assignment, along with the name of the proposed assignee, to Grantor, and any third party beneficiary at the addresses listed in Section 12 (below). The Grantor and/or third party beneficiary may then submit written comments to Grantee regarding the suitability of the proposed assignee. Such comments must be submitted to the Grantee, at the address listed in 12 below, within 45 days of the date of the notice. Grantee shall consider all timely comments prior to making any final assignment; and (3) Grantee shall require the assignee to record the assignment in San Diego County. (b) BY Grantor. (1) The covenants, conditions, and restrictions contained in this Conservation Easement Deed are intended to run with the land and bind all future owners of any interest in the Property. Grantor agrees to incorporate by reference the terms of this Conservation Easement in any deed or other legal instrument by which Grantor divests itself of any interest in all or a portion of the Property, including, without limitation, a leasehold interest. Grantor agrees to give written notice to Grantee and to third party beneficiaries of the intent to transfer any interest at least forty-five (45) days prior to the date of such transfer. Grantee shall have the right to prevent subsequent transfers in which the prospective subsequent claimants or transferees are not given notice of the covenants, terms, conditions and restrictions of the Conservation Easement, or in which prospective subsequent claimants or transferees are not a tax-exempt nonprofit organization qualified under Section 50 1 (c)(3) of the Internal Revenue Code and qualified to do business in this state, which has as its primary purpose the preservation, protection, or enhancement of land in its natural, scenic, historical, agricultural, forested, or open-space condition or use, or the state or any city, county, city and county, district, or other state or local governmental entity. (2) Any subsequent transferee shall be deemed to have assumed the obligations of this Conservation Easement and to have accepted the restrictions contained herein. December 2,2004, City of Carlsbad -14- Upon conveyance, Grantor shall concurrently transfer the remaining endowment funds for the management of the Property to Grantor’s successor in interest or otherwise assure Grantee that Grantor’s successor in interest has adequate funds to perfect Grantee’s rights in perpetuity. (3) The failure of Grantor to perform any act provided in this section shall not impair the validity of this Conservation Easement or limit its enforceability in any way. (4) Grantor hereby informs Grantee that Grantor intends to convey the Property to the CENTER FOR NATURAL LANDS MANAGEMENT, INC. a California non- profit public benefit corporation (“Center”) and that the Center will assume Grantor’s duties hereunder, except for the indemnification provided in Section 9(b) above, as to the existing condition of the land as of the date that Grantor transfers the Property to the “Center” After Grantor transfers Property to the Center, both Grantor and Center agree to indemnify Grantee under Section 9(b) above for claims arising from Hazardous Materials placed, disposed of or released onto the Property after the date of transfer. (c) Easements. Other than as shown on Exhibit A, contained in the Approved Mitigation Plans or the Carlsbad Oaks North Specific Plan, or set forth in the Final Map for the project, Grantor, its successors and assigns shall not grant additional easements or other interests in the Property without the prior written authorization of Grantee and third party beneficiaries, which consent shall not be unreasonably withheld. The grant of additional easements or other interest in the Property shall not be in direct or potential conflict with the preservation of the “natural condition” of the Property as defined in Section 1 (b) of this Conservation Easement. 12. Notices. All notices, demands, requests, consents, approvals, or communications from one party to another shall be personally delivered or sent by facsimile to the persons set forth below or shall be deemed given five (5) days after deposit in the United States mail, certified and postage prepaid, return receipt requested, and addressed as follows, or at such other address as any Party may from time to time specifjr to the other parties in writing: To Grantor: Carlsbad Oaks North Partners Mail: P.O. Box 80036, San Diego, CA 92138 Street: 3575 Kenyon Street, San Diego, CA 921 10 Attn: Ted Chang FAX 619-223-2865 To Grantee: December 2,2004, City of Carlsbad City of Carlsbad Carlsbad City Clerk’s Office 1200 Carlsbad Village Drive Carlsbad, California 92008 FAX 760-720-6917 -1 5- With a copy to: Executive Director Center for Natural Lands Management 425 E. Alvarado Street, Suite H Fallbrook, CA 92028 FAX 760-73 1-7791 Regional Manager Department of Fish and Game 4949 Viewridge Avenue San Diego, CA 92123 FAX: 858-467-4299 General Counsel Department of Fish and Game Office of the General Counsel 1416 Ninth Street, 12'h Floor Sacramento, CA 95814-2090 FAX: 916-654-3805 District Counsel U.S. Army Corps of Engineers Los Angeles District 9 15 Wilshire Boulevard, Room 153 5 Los Angeles, CA 90017-3401 FAX: 213-452-4217 US Fish and Wildlife Service 60 10 Hidden Valley Road Carlsbad, CA 92009 FAX 760-43 1-5902 The parties agree to accept facsimile signed documents and agree to rely upon such documents as if they bore original signatures. Each party agrees to provide to the other parties, within seventy-two (72) hours after transmission of such a facsimile, the original documents that bear the original signatures. 13. Amendment. Grantor and Grantee may amend this Conservation Easement only by mutual written agreement and with the written consent of the third party beneficiaries, which consent shall not be unreasonably withheld. Any such amendment shall be consistent with the Purpose of this Conservation Easement and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of San Diego County, State of California 14. Recordation. Grantee shall promptly record this instrument in the official records of San Diego County, California and immediately notify the Grantor and third party beneficiaries through the mailing of a confirmed copy of the recorded easement. December 2,2004, City of Carlsbad -16- 15. Estoppel Certificates. Upon request by Grantor, Grantee shall within fifteen (1 5) days execute and deliver to Grantor any document, including an estoppel certificate, which certifies, to Grantee’s best knowledge, Grantor’s compliance with any obligation of Grantor contained in this Conservation Easement and otherwise evidences the status of this Conservation Easement, to the extent known by Grantee, as may be requested by Grantor. 16. General Provisions. (a) Taxes; No Liens. Grantor or subsequent transferees shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority, including any taxes imposed upon, or incurred as a result of, this Conservation Easement, and shall furnish Grantee with satisfactory evidence of payment upon request. Grantor shall keep Grantee’s interest in the Property free from any liens. (b) Warranty. Grantor represents and warrants that (1) there are no outstanding monetary liens or conservation easements senior in priority to this Conservation Easement Deed, and (2) the Property is not subject to any other encumbrances other than those of record. Upon the recording of this Conservation Easement, Grantor will obtain title insurance policies on the Property in an amount equal to the fair market value of the Property for each of Grantee and Center for Natural Lands Management. (c) No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor’s title in any respect. (d) Condemnation. The purposes of the Conservation Easement are presumed to be the best and most necessary public use as defined in Code of Civil Procedure Section 1240.680 notwithstanding Code of Civil Procedure Sections 1240.690 and 1240.700. Nevertheless, if the Property is taken, in whole or in part, by exercise of the power of eminent domain, Grantor and Grantee shall be entitled to compensation in accordance with applicable law. (e) Termination of Rights and Obligations. A party’s rights and obligations under this Conservation Easement shall terminate upon transfer of the party’s interest in the Conservation Easement or Property (respectively), except that liability for acts or omissions occurring prior to transfer shall survive transfer. (0 Successors. The covenants, terms, conditions, and restrictions of this Conservation Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Property. The covenants hereunder benefiting Grantee shall also benefit third party beneficiaries. (g) Controlling Law. The laws of the State of California shall govern the interpretation and performance of this Conservation Easement. Any subsequent amendment or repeal of state law or order that authorizes this Conservation Easement shall not affect the rights conveyed to the Grantee or its successors or assigns. December 2,2004, City of Carlsbad -17- -\ (h) Severability. If a court of competent jurisdiction voids or invalidates on its face any provision of this Conservation Easement, such action shall not affect the remainder of this Conservation Easement. If a court of competent jurisdiction voids or invalidates the application of any provision of this Conservation Easement to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. (9 Liberal Construction. Any general rule of construction to the contrary notwithstanding, this Conservation Easement shall be liberally construed in favor of the grant to effect the purposes of this Conservation Easement and the policy and purpose of Civil Code Section 8 15, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Conservation Easement that would render the provision valid shall be favored over any interpretation that would render it invalid. ti) convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. Captions. The captions in this instrument have been inserted solely for (k) Exhibits. All Exhibits referred to in this Easement are attached and incorporated herein by reference. (1) Entire Ameement. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Conservation Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment in accordance with Section 13. (m) Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by Grantor and Grantee; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. December 2,2004, City of Carlsbad -18- IN WITNESS WHEREOF, Grantor has caused this Conservation Easement Deed to be executed as of the day and year first above written. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Grantor each represent and warrant that they have the legal power, right and actual authority to bind Grantor to the terms and conditions of this Agreement. GRANTOR CARLSBAD OAKS NORTH PARTNERS L.P., A California Limited Partnership *By: SUN TECH INVESTMENTS COW, A California Corporation Its: General Partner * "By: d Paul K. Tchang, President & Its: General Partner ZLt- ent By : Theodore Tchang, Vice President APPROVED AS TO FORM: By: /h Assistant City Attorney RONP December 2,2004, City of Carlsbad -19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA 1 CoUNTYoF San Diego 1 December 3, 2004 On beforeme, Susan E. Eubank, Notary Public DATE NAME, TITLE OF OFFICER - E.G., “JANE DOE, NOTARY PUBLIC personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) OPTIONAL INFORMATION TITLE OR TYPE OF DOCUMENT Consexvat- EnnemPnt uii Carlsbad Oaks North Partners, LP and City of DATE OF DOCUMENT NUM~E~~~~FE~GES SIGNER(S) OTHER THAN NAMED ABOVE 17395 DECEMBER 2, 2004 J.N. 961005 PAGE 1 OF 3 EXHIBIT 'A' LEGAL DESCRIPTION PARCEL 'A' LOT 10 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. IqSZl, , IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON k- ISsL, , 2004 AS DOCUMENT NO. 4 - II%C=tf EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL 'A-1' BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 10, SAID CORNER BEING THE COMMON CORNER OF LOT 10, LOT 2 AND THE SOUTHWEST LINE OF EL FUERTE STREET, ALL OF SAID MAP, SAID CORNER ALSO BEING ON THE ARC OF A 712-FOOT RADIUS CURVE CONCAVE TO THE NORTHEAST, THE RADIAL TO SAID CORNER BEARS SOUTH 27O37'47" WEST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 3O38'25" A DISTANCE OF 45.24 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL TO SAID BEGINNING BEARS SOUTH 2 3 O 5 9 ' 2 2" WEST ; THENCE, CONTINUING ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1O16'59" A DISTANCE OF 15.94 FEET TO POINT CURVE, SOUTH 03O33'33" WEST 24.60 FEET; THENCE NORTH 86O26'27" WEST 15.00 FEET; THENCE NORTH 03O33'33" EAST 30.00 FEET TO THE TRUE POINT OF BEGINNING. 'A' ; THENCE, LEAVING SAID SOUTHWEST LINE NON-TANGENT TO SAID PARCEL 'A-2' BEGINNING AT POINT 'A' AS DESCRIBED IN PARCEL 'A-l', SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STEET, SAID POINT NORTHEAST, THE RADIAL TO SAID POINT BEARS SOUTH 22O42'23" WEST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF ALSO BEING ON THE ARC OF A 712-FOOT RADIUS CURVE CONCAVE TO THE DECEMBER 2, 2004 J.N. 961005 PAGE 2 OF 3 SAID CURVE THROUGH A CENTRAL ANGLE OF 10O34‘43” A DISTANCE OF 131.46 FEET; THENCE SOUTH 77O52‘20” EAST 159.20 FEET TO THE THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1O38’57“ A DISTANCE OF 18.08 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL TO SAID BEGINNING BEARS NORTH 13 O46‘ 37” EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1O27’54” A DISTANCE OF 16.06 FEET TO SAID CURVE, SOUTH 06O24’07’’ EAST 24.30 FEET; THENCE SOUTH 83O35’53“ WEST 15.00 FEET; THENCE NORTH 06O24’07” WEST 30.03 FEET TO THE TRUE POINT OF BEGINNING. BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST; POINT ’B’; THENCE, LEAVING SAID SOUTKWWEST LINE ON-TANGENT TO PARCEL ’A-3’ BEGINNING AT POINT ‘B’ DESCRIBED IN PARCEL ‘A-2, SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STREET, SAID POINT ALSO BEING ON THE ARC OF A 628-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL TO SAID POINT BEARS NORTH 15O14‘31” EAST; THENCE, ALONG SAID SOUTHWEST LINE, SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44’03‘56’’ A DISTANCE OF 482.98 FEET; THENCE SOUTH 30O41’33” EAST 4.28 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 30O41‘33” EAST 15.00 FEET TO POINT ‘C’; THENCE, LEAVING SAID SOUTHWEST LINE, SOUTH 59O18‘27’’ WEST 15.00 FEET; THENCE NORTH 30O41’33” WEST 15.00 FEET; THENCE NORTH 59O18’27’‘ EAST 15.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL ‘A-4‘ BEGINNING AT POINT ‘C’ AS DESCRIBED IN PARCEL ’A-3’, SAID POINT BEING ON THE SOUTHWEST LINE OF SAID EL FUERTE STREET; THENCE, ALONG SAID SOUTHWEST LINE, SOUTH 30O41’33” EAST 560.37 FEET TO NORTHEAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 3O14’16” A DISTANCE OF 40.24 FEET TO THE TRUE POINT OF BEGINNING, THE RADIAL LINE TO SAID BEGINNING BEARS SOUTH 56°04’11” WEST; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1O12‘25” A DISTANCE OF 15.00 FEET; THENCE, LEAVING SAID SOUTHWEST LINE NON-TANGENT TO SAID CURVE, SOUTH 55O27’58“ WEST 10.04 FEET; THENCE NORTH 34O32‘02” WEST THE BEGINNING OF A 712-FOOT RADIUS CURVE CONCAVE TO THE DECEMBER 2, 2004 J.N. 961005 PAGE 3 OF 3 15.00 FEET; THENCE NORTH 55O27'58" EAST 10.04 FEET TO THE TRUE POINT OF BEGINNING. O:~Legal~Descriptions\961005\Lot 10.lgl.doc DECEMBER 7, 2004 J.N. 961005 PAGE 1 OF 7 EXHIBIT ‘A’ LEGAL DESCRIPTION PARCEL ‘B’ LOT 11 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. IC).qZb , IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON XG. I5+k , 2004 AS DOCUMENT NO. 20&- 1\%0-6< . EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL ’B-1’ A PARCEL 20 FEET IN WIDTH, LYING 10 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 11, SAID CORNER BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID CORNER ALSO BEING ON A 842- FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST, THE RADIAL LINE TO SAID CORNER BEARS NORTH 74°04’46‘r EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 24O19’01“ A DISTANCE OF 357.35 FEET; THENCE RADIUS CURVE CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 9O32’42“ A DISTANCE OF 104.62 FEET; THENCE NORTH 30O41‘33” WEST 579.65 FEET TO THE BEGINNING OF A 712-FOOT RADIUS CURVE CONCAVE TO THE SOUTHWEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 21O46‘08” A DISTANCE OF 270.52 FEET TO POINT ‘E’, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE, NORTH 40°14‘15“ WEST 148.62 FEET TO THE BEGINNING OF A 628-FOOT LEAVING SAID NORTHEAST LINE NON-TANGENT TO SAID CURVE, NORTH 50O50’57” EAST 151.79 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 16O00’34” A DISTANCE OF 83.83 FEET; THENCE NORTH 66O51’31” EAST 33.09 FEET; THENCE SOUTH 84O33‘18” EAST 125.13 FEET; THENCE NORTH 51O07‘09” EAST 329.33 SOUTHEAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 23O49’37” A DISTANCE OF 124.76 FEET; THENCE NORTH 74O56‘46” EAST 18.73 FEET; THENCE NORTH 88O18’39” FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE TO THE EAST 127.94 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE 17399 DECEMBER 7, 2004 J.N. 961005 PAGE 2 OF 7 CONCAVE NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4O16’24” A DISTANCE OF 22.38 FEET; THENCE NORTH 84O02‘15‘’ EAST 271.43 FEET TO THE BEGINNING OF A SAID BEGINNING BEARS SOUTH 05O57‘45” EAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4O55’10” A DISTANCE OF 25.76 FEET; THENCE NORTH 79OO7’05’’ EAST 128.53 FEET TO THE BEGINNING OF A 300-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7O52’15” A DISTANCE OF 41.21 FEET; THENCE NORTH 86O59’20‘‘ EAST 134.87 FEET TO THE BEGINNING OF A THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4O52‘01“ A DISTANCE OF 25.48 FEET; THENCE NORTH 82OO7‘19’’ EAST 254.66 FEET TO POINT IF’, SAID POINT ALSO BEING THE POINT OF TERMINUS. 300-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, THE RADIAL LINE TO 300-FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG PARCEL ‘B-2’ A PARCEL 30 FEET IN WIDTH, LYING 15 FEET ON EACH SIDE OF THE FOLLOWING DECRIBED CENTERLINE: BEGINNING AT POINT ‘F’ DESCRIBED IN PARCEL ’B-1’; THENCE SOUTH 57’34’59“ EAST 77.88 FEET TO THE BEGINNING OF A 297-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4O26’19’’ A DISTANCE OF 23.01 FEET; THENCE SOUTH CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 15O35’32“ A DISTANCE OF 80.82 FEET; THENCE SOUTH 77O36‘50” EAST 103.85 FEET; THENCE SOUTH 55O41’43” EAST 237.30 FEET; THENCE SOUTH 38O20’27‘‘ EAST 126.74 FEET TO THE BEGINNING OF A NON-TANGENT 297-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, THE RADIAL LINE TO SAID BEGINNING BEARS SOUTH 51O39’34” WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12’55‘36” A DISTANCE OF 67.01 FEET; THENCE SOUTH 5l016’O1‘’ EAST 80.13 FEET TO POINT ‘G‘; THENCE RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 25OO3‘53’’ A DISTANCE OF 131.24 FEET; THENCE SOUTH 88O56’29‘’ EAST 57.85 FEET; THENCE NORTH 44O57’50” EAST 115.64 FEET; THENCE SOUTH 45O02’10“ EAST 34.32 FEET TO THE EAST LINE OF SAID LOT 11. 62O01‘18” EAST 50.14 FEET TO THE BEGINNING OF A 297-FOOT RADIUS NORTH 65’59‘38’’ EAST 30.71 FEET TO THE BEGINNING OF A 300-FOOT 17400 DECEMBER 7, 2004 J.N. 961005 PAGE 3 OF 7 PARCEL 'B-3' A PARCEL 12 FEET IN WIDTH, LYING 6 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT POINT 'G' DESCRIBED IN PARCEL 'B-2'; THENCE SOUTH 65O59'38" WEST 6.06 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 44O07'36" EAST 29.21 FEET WESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 51O15'37" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 84O39'00" A DISTANCE OF 84.42 FEET TO THE BEGINNING OF A COMPOUND 28.68 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 44O05'23" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29O45'41" A DISTANCE OF 14.90 FEET TO THE BEGINNING OF A NON-TANGENT 61.61 FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 27O49' 59" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 55O22'24" A DISTANCE OF 59.54 FEET TO THE BEGINNING OF A NON-TANGENT 195.78-FOOT RADIUS CURVE CONCAVE NORTHWESTERLY, A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 73O15'26" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 32O00'33" A DISTANCE OF 109.38 FEET TO EASTERLY, A RADIAL LINE TO SAID BEGINNING BEARS NORTH 28O46'35" WEST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 99O17'01" A DISTANCE OF 78.39 FEET; THENCE SOUTH 38O03'36" EAST 433.42 FEET; THENCE SOUTH 32O41'11" EAST 57.20 FEET TO THE BEGINNING OF A 80-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 29O38'26" A DISTANCE OF 41.39 FEET; THENCE SOUTH 62O19'37" EAST 56.92 FEET TO THE BEGINNING OF A 28.88-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 42O52'43" A DISTANCE OF 21.61 FEET TO THE BEGINNING OF A LINE TO SAID CURVE BEARS SOUTH 70O33'06" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 38O31'49" A DISTANCE OF 30.72 FEET; THENCE SOUTH 57O58'43" EAST 17.95 FEET TO THE BEGINNING OF A 19-FOOT RADIUS CURVE CONCAVE NORTHERLY; THENCE EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 49O31'06" A DISTANCE OF 16.42 FEET; THENCE NORTH 72O30'11" EAST 12.21 FEET TO THE BEGINNING OF A TO THE BEGINNING OF A NON-TANGENT 57.14-FOOT RADIUS CURVE CONCAVE THE BEGINNING OF A NON-TANGENT 45.24-FOOT RADIUS CURVE CONCAVE REVERSE 45.68-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL 49.07-FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE EASTERLY ALONG 17401 DECEMBER 7, 2004 J.N. 961005 PAGE 4 OF 7 THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 17O01'36" A DISTANCE OF 14.58 FEET TO THE EAST LINE OF SAID LOT 11. PARCEL 'B-4' A PARCEL 20 FEET IN WIDTH, LYING 10 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT POINT 'E' AS DESCRIBED IN PARCEL 'B-1', SAID POINT BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID POINT ALSO BEING ON A 712- FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 37O32'19" EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 10O31'44" A DISTANCE OF 130.84 FEET TO POINT 'H', SAID POINT BEING THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING A RADIAL LINE TO SAID POINT BEARS NORTH 03O55'11" WEST; THENCE, LEAVING SAID NORTHEAST LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 18O36'08" A DISTANCE OF 22.73 FEET TO POINT ON A NON-TANGENT 70-FOOT RADIUS CURVE CONCAVE SOUTHERLY, A THE BEGINNING OF A COMPOUND 490-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID CURVE BEARS NORTH 14'40'57'' EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12O21'38" AN ARC DISTANCE OF 105.71 FEET; THENCE SOUTH 62O57'25" EAST 18.14 FEET TO THE POINT OF TERMINUS. PARCEL 'B-5' BEGINNING AT POINT 'H' DESCRIBED IN PARCEL 'B-4', SAID POINT BEING ON THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP, SAID POINT ALSO BEING ON A 712-FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, THE RADIAL TO SAID POINT BEARS NORTH 27O00'35" EAST; THENCE, ALONG SAID NORTHEAST LINE, NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 14O52'55" A DISTANCE OF 184.93 FEET; THENCE NORTH 77O52'20" WEST 159.20 FEET TO THE BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13O35'36" A DISTANCE OF 148.99 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12O15'50" A DISTANCE OF 134.42 FEET TO THE SOUTH CORNER OF LOT 9 OF SAID MAP; THENCE, ALONG THE EAST LINE OF SAID LOT 9 LEAVING SAID NORTHEAST LINE NON-TANGENT TO SAID CURVE, NORTH 24O44'47" EAST 30.26 FEET; THENCE NORTH DECEMBER 7, 2004 J.N. 961005 PAGE 5 OF 7 13'31'35'' WEST 108.00 FEET; THENCE NORTH 29'33'47'' WEST 55.78 FEET; THENCE NORTH 45°01'35'' WEST 48.51 FEET; THENCE NORTH 53O30'41" WEST 22.64 FEET; THENCE, LEAVING THE EAST LINE OF SAID LOT 9, NORTH 36O29'19" EAST 134.64 FEET TO POINT '1'; THENCE SOUTH 53O30'41" EAST 64.33 FEET; THENCE SOUTH 39'55'30'' EAST 126.60 FEET; THENCE SOUTH 1OO49'38'' EAST 132.35 FEET; THENCE SOUTH 48O58'45" EAST 27.33 FEET; THENCE SOUTH 22O38'00" WEST 134.92 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-6' BEGINNING AT POINT 'I' DESCRIBED IN PARCEL 'B-5'' SAID POINT BEING ON THE EAST LINE OF LOT 9 OF SAID MAP; THENCE, ALONG SAID EAST LINE, NORTH 53O30'41" WEST 38.99 FEET; THENCE NORTH 74O13'08" WEST 93.51 FEET; THENCE SOUTH 46O32'29" WEST 33.51 FEET TO THE NORTHEAST LINE OF EL FUERTE STREET OF SAID MAP; THENCE, LEAVING THE EAST LINE OF SAID LOT 9 ALONG SAID NORTHEAST LINE, NORTH 41°21'10" WEST 167.84 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 41'21' 10" WEST 9.10 FEET TO THE BEGINNING OF A 25- FOOT RADIUS CURVE CONCAVE EASTERLY; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 105°01'18" A DISTANCE OF 45.82 FEET TO THE BEGINNING OF A COMPOUND 1208-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 26O19'52" WEST, SAID BEGINNING BEING ON THE SOUTHRLY LINE OF FARADAY AVENUE OF SAID MAP; THENCE, ALONG SAID SOUTHERLY LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13°35'00" A DISTANCE OF 286.39 FEET TO POINT 'J'; SOUTH 35O56'10" EAST 100.31 FEET; THENCE NORTH 87O05'18" WEST 28.38 FEET; THENCE SOUTH 02O54'42" WEST 30.00 FEET; THENCE NORTH 87O05'18" WEST 51.29 FEET; THENCE SOUTH 73O45'17" WEST 19.80 FEET; THENCE NORTH 16°"'43'' WEST 38.39 FEET; THENCE SOUTH 80O35'41" WEST 180.47 FEET; THENCE SOUTH 48O38'50" WEST 54.51 FEET TO THE TRUE POINT OF BEGINNING. THENCE, LEAVING SAID SOUTHERLY LINE NON-TANGENT TO SAID CURVE, PARCEL 'B-7' BEGINNING AT POINT 'J' DESCRIBED IN PARCEL 'B-6', SAID POINT BEING ON THE SOUTHERLY LINE OF FARADAY AVENUE OF SAID MAP, SAID POINT ALSO BEING ON A 1208-FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 12O44'52" WEST; THENCE, ALONG SAID SOUTHERLY LINE, EASTERLY ALONG THE ARC OF SAID DECEMBER 7, 2004 J.N. 961005 PAGE 6 OF 7 CURVE THROUGH A CENTRAL ANGLE OF 1O11'21" A DISTANCE OF 25.07 FEET; THENCE NORTH 78O26'29" EAST 229.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 78O26'29" EAST 50.00 TO POINT 'K'; THENCE, LEAVING SAID SOUTHERLY LINE, SOUTH 11O33'31" EAST 85.00 FEET; THENCE SOUTH 78O26'29" WEST 50.00 FEET; THENCE NORTH 11O33'31" WEST 85.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-8' BEGINNING AT POINT 'K' DESCRIBED IN PARCEL 'B-7', SAID POINT BEING ON THE SOUTHERLY LINE OF FARADAY AVENUE OF SAID MAP; THENCE EASTERLY ALONG SAID SOUTHERLY LINE, NORTH 78O26 ' 29" EAST 430.54 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 78O26'29" EAST 124.35 FEET TO THE BEGINNING OF A 628-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1O34'59" A DISTANCE OF 17.35 FEET; THENCE, LEAVING SAID SOUTHERLY LINE NON-TANGENT TO SAID CURVE, SOUTH 09O58'32" EAST 15.02 FEET; THENCE SOUTH 52O50'16" EAST 225.08 FEET; THENCE SOUTH 23O48'14" WEST 181.30 FEET; THENCE NORTH 53O18'16" WEST 105.35 FEET; THENCE SOUTH 41O19'12" WEST 88.21 FEET; THENCE NORTH 48O40'48" WEST 20.00 FEET; THENCE NORTH 41O19'12" EAST 86.60 FEET; THENCE NORTH 53O18'16" WEST 212.27 FEET; THENCE NORTH 14O54'59" EAST 89.71 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'B-9' BEGINNING AT THE INTERSECTION OF WHIPTAIL LOOP AND FARADAY AVENUE CURVE CONCAVE TO THE SOUTH; THENCE RADIALLY TO SAID CURVE, SOUTH 15O29'59" EAST 42.00 FEET TO THE SOUTH LINE OF SAID FARADAY RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 15O29'59" WEST; THENCE, ALONG SAID SOUTH LINE, WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2O56'56" A DISTANCE OF 32.32 FEET TO THE TRUE POINT OF BEGINNING; THENCE, OF SAID MAP, SAID INTERSECTION POINT BEING ON A 670-FOOT RADIUS AVENUE, SAID POINT BEING ON THE ARC OF A NON-TANGENT 628.00 FOOT LEAVING SAID SOUTH LINE NON-TANGENT TO SAID CURVE, SOUTH 26O50'37" WEST 40.81 FEET TO THE BEGINNING OF A NON-TANGENT 600- FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 21O13'09" WEST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2O36'29" A DISTANCE OF 27.31 FEET; THENCE, NON-TANGENT TO SAID CURVE, NORTH 71O04'36" DECEMBER 7, 2004 J.N. 961005 PAGE 7 OF 7 WEST 26.81 FEET; THENCE SOUTH 82O12'51" WEST 28.97 FEET TO A POINT ON THE SOUTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING THE RADIAL TO SAID CURVE BEARS NORTH 28O10'03" WEST; THENCE, ALONG SAID SOUTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 9O43'08" A DISTANCE OF 106.53 FEET TO THE TRUE POINT OF BEGINNING. ON A NON-TANGENT 628.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTH, PARCEL 'B-10' BEGINNING AT NORTHWEST CORNER OF SAID LOT 11, THENCE, ALONG THE EAST LINE OF SAID LOT 11, SOUTH 02°40'01" EAST 124.02 FEET; THENCE, LEAVING SAID EAST LINE, SOUTH 66O09'50" WEST 264.42 FEET; THENCE SOUTH 11O53'56" WEST 75.57 FEET; THENCE NORTH 78O06'04" WEST 20.00 FEET; THENCE NORTH 11O53'56" EAST 75.57 FEET; THENCE NORTH 47O15'34" WEST 157.68 FEET TO A POINT ON THE SOUTH LINE OF FARADAY AVENUE OF SAID MAP, SAID POINT BEING ON A NON-TANGENT 628.00 FOOT RADIUS CURVE CONCAVE TO THE SOUTH, THE RADIAL TO SAID POINT BEARS NORTH 35O48'34" WEST; THENCE, ALONG SAID SOUTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 33O06'41" A DISTANCE OF 362.92 FEET, THENCE NORTH 87O18'07" 33.64 FEET TO THE POINT OF BEGINNING. O:\Legal-Descriptions\961005\Lot 1l.lgl.doc DECEMBER 7, 2004 J.N. 961005 PAGE 1 OF 3 EXHIBIT 'A' LEGAL DESCRIPTION PARCEL 'C' LOT 12 OF CARLSBAD TRACT NO. 97-13-01, ACCORDING TO MAP THEREOF NO. I94 ZL , IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIARECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON k. IStk , 2004 AS DOCUMENT NO. -9- ll%OO~< EXCEPTING THEREFROM THE PARCELS DESCRIBED AS FOLLOWS: PARCEL 'C-1' BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT 12, SAID CORNER BEING THE COMMON CORNER TO LOTS 1, 12 AND THE NORTH LINE OF FARADAY AVENUE ALL OF SAID MAP; THENCE, ALONG THE EAST LINE OF SAID LOT 1, NORTH 79O44'53" WEST 26.10 FEET; THENCE NORTH 40O48'32" WEST 62.79 FEET; THENCE NORTH 14O10'58" WEST 42.40 FEET; THENCE, LEAVING THE EAST LINE OF SAID LOT 1, NORTH 41O21'08" EAST 83.38 FEET; THENCE NORTH 84O07'41" EAST 110.67 FEET; THENCE SOUTH 28O26'17" EAST 87.46 FEET; THENCE SOUTH 76O07'56" EAST 44.01 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING DESIGNATED AS POINT 'M', SAID POINT ALSO BEING ON A NON-TANGENT 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 2 0 O 3 5 ' 5 1" WEST ; THENCE, ALONG SAID NORTH LINE, SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 8"25'59" A DISTANCE OF 190.16 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'C-2' BEGINNING AT POINT 'M' AS DESCRIBED IN PARCEL 'C-l', SAID POINT BEING ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT ALSO BEING ON A 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, THE RADIAL TO SAID POINT BEARS NORTH 20O35'51" WEST; THENCE, ALONG SAID NORTH LINE, NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 4O50'21" A DISTANCE OF 109.12 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID NORTH LINE NON- TANGENT TO SAID CURVE, NORTH 35" 56' 10" WEST 103.33 FEET; THENCE DECEMBER 7, 2004 J.N. 961005 PAGE 2 OF 3 NORTH 54'03'50" EAST 30.00 FEET; THENCE SOUTH 35'56'10" EAST 114.78 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT BEING DESIGNATED AS POINT 'N', SAID POINT ALSO BEING THE RADIAL LINE TO SAID POINT BEARS NORTH 14"20'03" WEST; THENCE, ALONG SAID NORTH LINE, SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 1'25' 27" A DISTANCE OF 32.11 FEET TO THE POINT OF BEGINNING. ON A NON-TANGENT 1292-FOOT RADIUS CURVE CONCAVE SOUTHEASTERLY, PARCEL 'C-3' BEGINNING AT POINT 'N' AS DESCRIBED IN PARCEL 'C-2', SAID POINT BEING ON THE NORTH LINE OF SAID FARADAY AVENUE, SAID POINT ALSO BEING ON A 1292 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST, THE RADIAL TO SAID POINT BEARS NORTH 14'20'03" WEST; THENCE, ALONG SAID NORTH LINE, EASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 2'46'32'' A DISTANCE OF 62.59 FEET; THENCE NORTH 78'26'29" EAST 229.52 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID NORTH LINE, NORTH 11'33'31" WEST 65.00 FEET; THENCE NORTH 78'26'29" EAST 50.00 FEET; THENCE SOUTH 11'33'31" WEST 65.00 FEET TO A POINT ON THE NORTH LINE OF SAID FARADAY AVENUE; THENCE, ALONG SAID NORTH LINE, SOUTH 78'26'29" WEST 50.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'C-4' BEGINNING AT THE NORTHWEST CORNER OF LOT 3 OF SAID MAP; THENCE, ALONG THE LOT LINE OF SAID LOT 12, SOUTH 85O29'23" WEST 251.74 FEET; THENCE SOUTH 82O04'13" WEST 213.60 FEET; THENCE SOUTH CURVE CONCAVE NORTHEASTERLY; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 45O47'04" A DISTANCE OF CURVE CONCAVE NORTHEASTERLY, THE RADIAL LINE TO SAID POINT BEARS SOUTH 45°30'07" WEST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44O15'12" A DISTANCE OF 203.87 FEET; THENCE NORTH OOO14'41" WEST 240.75 FEET; THENCE NORTH 44O08'29" WEST 64.43 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING SAID LOT LINE, SOUTH 20O53'25" WEST 98.77 FEET; THENCE NORTH 69'06'35" WEST 50.00 FEET; THENCE NORTH 20'53'25" EAST 122.05 FEET TO A POINT ON THE LOT LINE OF SAID LOT 12, SAID POINT 89O43'03" WEST 175.64 FEET TO THE BEGINNING OF A 365-FOOT RADIUS 291.67 FEET TO THE BEGINNING OF A COMPOUND 263.95-FOOT RADIUS DECEMBER 7, 2004 J.N. 961005 PAGE 3 OF 3 BEING DESIGNATED AS POINT '0'; THENCE, ALONG SAID LOT LINE, SOUTH 44'08'29'' EAST 55.15 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 'C-5' BEGINNING AT POINT '0' AS DESCRIBED IN PARCEL 'C-4', SAID POINT BEING ON THE LOT LINE OF SAID LOT 12; THENCE, ALONG THE LOT LINE OF SAID LOT 12, NORTH 44'08'29'' WEST 25.15 FEET; THENCE NORTH 19O31'49" WEST 131.99 FEET; THENCE NORTH 05O21'05" EAST 57.20 FEET; THENCE NORTH 34O27'58" EAST 197.57 FEET; THENCE NORTH 59O57'40" EAST 70.09 FEET; THENCE SOUTH 79O15'22" EAST 175.81 FEET; THENCE SOUTH 51O37'17" EAST 154.72 FEET TO THE BEGINNING OF A 183.02-FOOT RADIUS CURVE CONCAVE NORTHEASTERLY; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 44°04'10" A DISTANCE OF 140.77 FEET TO THE TRUE POINT OF CURVE, NORTH 01'12'27'' EAST 154.80 FEET; THENCE SOUTH 88'47'33'' EAST 50.00 FEET; THENCE SOUTH 01'12'27" WEST 145.31 FEET TO A POINT ON THE LOT LINE OF SAID LOT 12, SAID POINT BEING ON A NON- TANGENT 171.06-FOOT RADIUS CURVE CONCAVE SOUTHERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 05O08'33" WEST; THENCE, ALONG SAID LOT LINE, WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 8'31'33'' A DISTANCE OF 25.45 FEET TO THE BEGINNING OF A LINE TO SAID POINT BEARS SOUTH 13'40'06" EAST; THENCE WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 7O58'39" A DISTANCE OF 25.48 FEET TO THE TRUE POINT OF BEGINNING. BEGINNING; THENCE, LEAVING SAID LOT LINE NON-TANGENT TO SAID REVERSE 183.02-FOOT RADIUS CURVE CONCAVE NORTHERLY, THE RADIAL O:\Legal~Descriptions\961005\Lot 1O.lgl.doc EASEMENT TABLE A 6 €A.SWLNT - F')P 73-256727 EA.SW..T - BURVA HNlZ4J7OV DlSRlCT - FP 229636 c D LRAINAE FA.SW.EVT - ow CDC CARLSAD - FP 8z-r7r547 ms~ucm LASEMEW - CARLSAD PARAVERS - FP iggr-orom5 ~ € DRAINAE €ASW€NT - C/Ty bF CARLSAD - MAP XXXXX APPLICANT: YRLS&4D 046 NORTH PTNRS, L.P. ?O. BOX 8W6 iw m-m, a 92138 w (619) zz3-rtw 0.brtU CONSULT NTS SHT. r OF 7 SHT. EXHIBIT "B" A.P.N. nMOw 0. G;IIRROLL 209-050-04 L.S. 7700 mrz/3r/i z09-050-2r-z4 2710 Loku Amue West Clvl Enphurhp %It. loo Planning calabad, CdHmlo 92ooc) Rawwing 760-931 -7700 Sumvlnrr ._ Fax: 760-931-8680 m.oda@onultantm.am xxxm NO SCALE c C (I - 1 g c E i C E (5 17409 SESHELT No. 4 0' 200' 400' 800' 100' SCALE: 1" = 400' -. - ?O. BOX 80636 A.P.N. w DIEM# a 9zr38 nMo7Hyo. CARROU 209-050-04 H (619) zz-r663 L.S. 77m cwrz/~r/04 zog-mo-zr-z4 \961005\9605ROAKSdwg Dec 07, 2004 1 08pm efs 9605asmap. 9605AMAP 0' 200' 400' 800' 100' SCALE: 1" = 400' wm a4Ks NoR7H "RS, L.P. :O. BOX 80036 A.P.N. t4N DEW, a 921M nMoW O. c4RRou 209-050-04 1y. (619) 223-1663 LS 7700 €W.12/31/04 209-050-2 1-24 ,961005\9605ROAKS dwg Dec 07, 2004 1: OBpm ?fs. 9605osmap; 9605AMAP Xrefs: 9605osmap; 9605AhAP 17412 I I I I I I 1 I I 0' 200' 400' 800' 100' SCAUE: 1" = 400' Wm a4K5 NtWW PTNRS LE 10. BOX go036 A.P.N. w ME^, a 9213% nMOw0. CwW 209-050-04 N (619) 223-166~ LS no0 txp.rz/~~/i z09-050-2r~z4 ,961005\9605ROAKS dwg Dec 07, 2004 1 08pm ?fs 9605osmop. 9605AMAP 0' loo' 200' 400' 50' SCALE: 1" = 200' I C 0 N S U L T6 N T S No. 7700 APPLICANT: mw a4Ks NoRm P7NRs, LR !O. BOX 8W36 A.P.N. #v N€W, a 92138 7zMOTHYo. ClwROu 209-050-04 H (619) 223-16tu LS 7700 Lxp.12/31/04 209-050-21-24 APPROVED BY: \961005\9605ROAKSdwa Oec 07 2004 1 08om Xrefs: 960k1osmap; 9605AhAP \ \ \ .O. BOX 80056 & DEii C4 921.W nwwo. G4RM LS 77m mr2/31/04 \ \ A.P.N. 209-050-04 209-050-21~24 \ \ \ \ \ \ / / / 1 0' 100' 200' 400' 50' SCALE 1" = 200' CERTIFICATION FOR ACCEPTANCE OF DEED This is to certify that the interest in real property conveyed by the DEED OR GRANT dated December 2.2004, from Carlsbad Oaks North Partners L.P., to the City of Carlsbad, California, a municipal corporation, is hereby accepted by the City Council of the City of Carlsbad, California, pursuant to Resolution No. 2004-341, adopted on October 26,2004, and the grantee consents to the recordation thereof by its duly authorized officer. DATED: December 13,2004 ( KAMN KIJIkdZ , etant City Clerk