HomeMy WebLinkAboutSDP 03-13; Keystone Carlsbad 28 LLC; 2006-0152195; EasementDOC# 2006-0152195
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
1200 Carlsbad Village Drive
Carlsbad, California 92008
MAR 03, 2006 4:38 PM
OFFICIAL RECORDS
SAN DiEGG COUNTY RECORDER'S OFFICE
GREGORY j. SMITH, COUNTY RECORDER
FEES. 0.00
OC: NA
PAGES: 39
The undersigned grantor(s) declarers):
Documentary transfer tax is $0.00 w/\
( ) computed on full value of property conveyed, or
( ) computed on full value les value of liens and
encumbrances remaining at time of sale.
( ) Unincorporated area: (x) City of Carlsbad and
THIS SPACE ABOVE FOR RECORDER'S USE
Assessor's Parcel No. 215-083-09
Project No. and Name: SDP 03-13; Morning Ridge
CONSERVATION EASEMENT
THIS CONSERVATION EASEMENT is made this
2006, by KEYSTONE CARLSBAD 28 LLC, a California limited liability cdfnpany
("Grantor"), in favor of THE CITY OF CARLSBAD, a California municipal corporation
("Grantee").
RECITALS
A. Grantor is the sole owner in fee simple of real property in the City of Carlsbad,
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 16.946 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. hi accordance with the Habitat Management Plan, the Property is and will remain
in a Natural Condition as defined herein and is intended to be 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 contains natural habitat identified in the City of Carlsbad's Habitat
Management Plan;
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E. Grantor intends to transfer fee title to the Property to MORNING RIDGE
HOMEOWNERS ASSOCIATION, a California nonprofit mutual benefit corporation
("Homeowners Association''), subject to an irrevocable offer of dedication ("IOD") of fee title
to the City of Carlsbad. Upon transfer to the Homeowners Association and for so long as the
Homeowners Association owns the Property, the Homeowners Association 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. The City of Carlsbad may, in the future, accept the IOD and thereafter transfer fee
title to the Property to a designated conservator ("Conservation Entity"). Upon such acceptance
by the City or Conservation Entity, the City or the Conservation Entity (as applicable) 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;
G. Grantee is authorized to hold conservation easements pursuant to Civil Code
Section 815.3. 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 California Department of Fish and Game ("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;
I. The United States Fish and Wildlife Service ("LJSFWS") 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 U.S.C.. Sections 661-666c and
other applicable federal laws;
L The California Coastal Commission ("CCC") has jurisdiction over the Property
pursuant to the California Coastal Act of 1976, California Public Resources Code Section 30000
et seq.
K. Grantor hereby informs Grantee and third party beneficiaries that Grantor intends
to convey the Property to the Homeowners Association and that the Homeowners Association
will assume Grantor's duties hereunder, and
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1,. 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 815,
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 (the "Purpose"). 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 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) In-perpetuity long-term maintenance obligations ("Long-Term
Maintenance"), that occur on the Property as described in Section 6(i) herein, or
(2) Activities described in Section 4 herein.
(c) Grantor certifies to the best of its knowledge that there are no structures or
improvements existing on the Property at the time this grant is executed. 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 "C". Grantor and Grantee acknowledge that the Property is or
will be subject to the IOD. The current Natural Condition is evidenced in part by the depiction of
the Property attached on Exhibit "D", showing all relevant and plottable property lines,
easements, dedications, improvements, boundaries and major, distinct natural features. Grantor
has delivered further evidence of the Property's Natural Condition to Grantee consisting of (I) 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, including
a baseline biological conditions and assessment report with GIS mapping; (5) the certified
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Mitigated Negative Declaration approved by the Carlsbad City of Council on May 11, 1999 by
Resolution No. 99-161; and (5) Final Map No. 14636 recorded on July 23, 2003, as Document
No. 2003-0877757 in the Office of the County Recorder of San Diego County, California.
(d) If a controversy arises with respect to the Natural Condition of the
Property, Grantor, Grantee, USFWS, CDFG, and CCC 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.
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, and any easements and reservations of rights recorded in the chain of
title to the Property at the time this Conservation Easement is recorded:
(a) Supplemental watering except for habitat enhancement activities
described in Section 4:
(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;
(d) Use of off-road vehicles and use of any other motorized vehicles except in
the execution of management duties or as permitted by any easement identified on Exhibit "C";
(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) Depositing, dumping, or accumulating soil, trash, ashes, refuse, waste,
bio-solids or any other material;
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(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;
(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 4,
(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, or (5) activities described in
Section 4 and Section 6: and
(o) 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.
3. Grantee's Rights. To accomplish the Purpose of this Conservation Easement,
Grantor hereby grants and conveys the following rights to Grantee, its successors and assigns.
These rights are also granted to the USFWS, CDFG and CCC as third party beneficiaries of this
Conservation Easement.
(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) or reserved in Section 4, the right to all future development rights
allocated, implied or inherent in the Property are hereby terminated and extinguished.
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(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:
(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 12(c):
(b) The right of the Homeowners Association to use the property for access to
perform slope maintenance and brush management on land other than the Conservation
Easement, so long as the use is consistent with the Purpose of this Conservation Easement.
(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;
(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 Project, and are consistent with the Purpose of this
Conservation Easement; and
(e) The right to install and maintain fences on the Property to the extent such
installation and maintenance of fences is consistent with the Purpose of this Conservation
Easement.
(f) Reasonable access through the Property to adjacent land to perform
obligations or other activities permitted by this Conservation Easement.
(g) 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 any real property not constituting the Property, (2) installing and/or
maintaining subsurface infrastructure improvements, utility lines, landscaping (including
irrigation and runoff), landscape mitigation, and/or similar non-structural improvements within
the Property, 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:
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(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 , USFWS, CDFG
and/or CCC 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
(c) Comply with the terms of this Conservation Easement and cooperate with
Grantee in the protection of the Conservation Values; and
(d) Repair and restore damage to the Conservation Easement directly caused
by Grantor, Grantor's representatives, employees, agents, invitees and third parties; and
(e) 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
(f) 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.
(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.
Investment by the Grantor or the HOA in government-backed securities or insured
certificate(s) of deposit shall be considered a prudent investment.
(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.
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(5) No portion of the principle amount of the endowment fund shall be
expended without prior authorization from Grantee.
(6) Grantor shall have an annual audit of the endowment performed by
a licensed CPA. Grantor shall submit the auditor's written report to Grantee upon
completion.
(g) 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
(h) Perform or cause to be performed the following initial work on the
Property:
(1) Install signs and other notification features saying "Natural Area
Open Space," "Protected Natural Area," or similar descriptions that inform persons of the
nature and restrictions on the Property; and
(2) Install approximately 550 linear feet of Five-foot-high black vinyl
coated chain link fencing along the boundary of the Property that is parallel to Poinsettia
Lane;
(3) Remove any accumulated trash or inorganic debris;
(4) Remove those non-native plants identified for removal by a
qualified biological monitor; and
(5) Survey and stake the Property boundaries.
(i) Perform Long-Term Maintenance of the Property. Grantor, its successors
and assigns, shall retain a qualified biological monitor to oversee/monitor maintenance activities
performed under subsection (2) below. 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 on an annual basis, and to USFWS, CDFG,
and CCC upon request. When activities are performed pursuant to subsection (2) below, the
monitoring and maintenance report shall be signed by Grantor, its successors or assigns and the
biological monitor. Said report shall document the monitor's name and affiliation, dates monitor
was present on-site, activities observed and their location, monitor's observations regarding the
adequacy of maintenance performance by the Grantor, its successors or assigns, or its contractor,
corrections recommended and implemented by the Grantor, its successors or assigns. Such Long-
Term Maintenance shall consist of the following activities:
(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;
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(3) Vegetation mapping and surveys of sensitive plants, birds, reptiles,
amphibians and insects at such intervals as are customary for conserved habitat lands
similar to the Property; and
(4) Annual maintenance of signage set forth in this Section 6(h).
7. Enforcement.
(a) Third Party Beneficiaries. USFWS, CDFG and CCC, 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, its successors or assigns 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 (15)
days of receipt of said written notice from Grantee or third party beneficiary. If said cure
reasonably requires more than fifteen (15) days, Grantor shall, within the fifteen (15) 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 (15) 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)(2X 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, ex parte if necessary, by temporary or
permanent injunction without the necessity of proving either actual damages or the
inadequacy of otherwise available legal remedies.
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(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.
(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 (15) days
of receipt of said written notice from Grantee. If said cure reasonably requires more than
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fifteen (15) days, Grantor shall, within the fifteen (15) 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 (15) 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(g), failure
to cure within said time periods shall entitle Grantee to the remedies described in Section
7(dX
(3) 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 Section 7(c) and Section 7(fK 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
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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 815, et seq., inclusive.
(h) Violation After Transfer of Fee Title by Grantor. Following the valid
transfer of the underlying fee title interest in the Property to a subsequent fee title owner, if a
court of competent jurisdiction determines that the subsequent owner, 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 Homeowners
Association or the Conservation Entity, the Homeowners Association or the Conservation
Entity (as applicable) 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. However, if at any time City accepts fee title
with intent to thereafter transfer the property to a Conservation Entity, City may reserve
the Conservation Easement for itself upon transfer of the fee title to the Conservation
Entity.
(5) This Section shall only be applicable to the Homeowners
Association and Conservation Entity.
(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
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(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 6(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. Grantor and its successors in ownership of the Property shall, during
its, his, her or their ownership of any portion of the Property, establish and 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 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 such successor under this Conservation
Easement paid after judgment or settlement, covered by the policy.
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
2/8/06 -13- 037225-0117 273443 7
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 and 9;
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.
11. 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
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. 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 815.3 (or any successor provision then applicable) . Grantee shall require the
assignee to record the assignment in the county where the Property is located.
(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 transfer the endowment funds with the
fee title to the Property. Grantor agrees to give written notice to Grantee and to all third
party beneficiaries of the intent to transfer any interest in the Property at least forty-five
(45) days prior to the date of such transfer. Except for a transfer to a Homeowner's
Association, Grantee shall have the right to prevent any other subsequent transfers in
2/8/06 -14- 037225-0117 273443 7
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 government entity, or a tax-
exempt nonprofit organization qualified under Section 501(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, except the transferee shall have no obligation under Section
17(b) with respect to Hazardous Materials placed, disposed or released on the property
before the transferee acquired title to the property, (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.
(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.
(c) Easements. Other than as shown in the IOD or on Exhibit "C" and
except for a management and maintenance easement in favor of the Homeowners Association
that is consistent with the Purpose of this Conservation Easement, Grantor, its successors and
assigns shall not grant additional easements or other interests in the Property without the prior
written authorization of Grantee, which consent shall not be unreasonably withheld. It shall be
reasonable for Grantee to withhold consent for the grant of additional easements or other interest
in the Property that are in material direct or potential conflict with the preservation of the Natural
Condition of the Property as defined in Section Kb) 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.
13. 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:
2/8/06 -15- 037225-01172734437
To Grantor: Keystone Carlsbad 28, LLC
5333 Mission Center Road, Suite 360
San Diego, CA 92108
Attn: Mr. Ross Felber
FAX 619-299-4845
To Grantee: City of Carlsbad
Carlsbad City Clerk's Office
1200 Carlsbad Village Drive
Carlsbad, CA 92008
FAX 760-720-6917
With a copy to:
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, 12th Floor
Sacramento, CA 95814-2090
FAX: 916-654-3805
U.S. Fish and Wildlife Service
6010 Hidden Valley Road
Carlsbad, CA 92009
FAX: 760-431-5902
District Manager
California Coastal Commission
San Diego Coast District
7575 Metropolitan Drive, Suite 103
San Diego, CA 92108-4402
FAX: (619)767-2384
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. 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
2/8/06 -16- 037225-0117 273443 7
recorded in the official records of San Diego County, State of California. 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 conformed copy of the recorded easement.
16. Estoppel Certificates. Upon request, Grantee shall within fifteen (15) 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, 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 10) 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 for services of the California Attorney General 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,
2/8/06 -17- 0372254)1172734437
construed such that it creates in or gives to Grantee or the 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 el 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 &
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 and CDFG 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 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 Grantee.
(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
2/8/06 -18- 0372254)117 273443 7
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.
(f) 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.
(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.
(i) Severabilitv. 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.
(j) 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 815, 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) Captions. The captions in this instrument have been inserted solely for
convenience of reference and are not a part of this instrument and shall have no effect upon
construction or interpretation.
(1) Exhibits. All Exhibits referred to in this Conservation 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.
2/8/06 -19- 037225-0117 273443 7
(n) 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.
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.
GRANTOR
KEYSTONE CARLSBAD 28 LLC,
a California limited liability company
BY: KEYSTONE COMMUNITIES, INC.,
a California cojqpopition, Manager
**Rw S
(sign here)sgnT C&
(print name/title)
APPROVED AS TO FORM:
RONALD Rj BAJfL, City Attorney
By:_
istant City Attorney
2/8/06 -20- 037225-0117 273443 7
STATE OF CALIFORNIA
COUNTY OF 5AM PUO I SS.
On fcffljjWi 15. 1QO\0 _ before me,
flPLffl, /Mf/fly PfJlftUfs . personally appeared
_
personally known to me (or proved to me on the basis of satisfactory evidence) to the person^
whose name^) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(4es-), and that by his/her/their
signatured) on the instrument the person^), or the entity upon behalf of which the person($)
acted, executed the instrument.T1SHACOLPO
WITNESS my hand and official seal. ffe^fi^ Notary Public - CaWomta
Signature
STATE OF CALIFORNIA
COUNTY OF } SS.
On before me,
, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to the person(s)
whose name(s) is/are 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.
Signature
2/8/06 -21- 037225-0117 273443 7
EXHIBIT "A"
LEGAL DESCRIPTION
BEING A PORTION OF LOT 29 OF CITY OF CARLSBAD TRACT NO. 98-05, DEJONG
PROPERTY, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14636, FILE IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY ON JULY 23, 2003, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 29; THENCE ALONG THE
EASTERLY, SOUTHERLY AND SOUTHWESTERLY LINE OF SAID LOT 29 THE
FOLLOWING: SOUTH 1°21'12" EAST, 964.12 FEET; THENCE NORTH 87°29I27" WEST,
449.14 FEET; THENCE NORTH 43"11'32" WEST, 20.76 FEET TO A POINT ON THE
EASTERLY LINE OF THE FIRE HAZARD REDUCTION ZONE PER SECTION 142-0412 OF
THE LAND DEVELOPMENT CODE AS SHOWN AND DESCRIBED ON SHEET NO. 8 OF
SAID MAP 14636; THENCE LEAVING SAID SOUTHWESTERLY LINE ALONG SAID
EASTERLY LINE THE FOLLOWING: NORTH 35°36'54" WEST, 144.39 FEET; THENCE
NORTH 41°08'4r WEST, 66.16 FEET; THENCE NORTH 42008'30" WEST, 69.67 FEET;
THENCE NORTH 40°32'32" WEST, 50.06 FEET; THENCE NORTH 39°51'29" WEST, 172.52
FEET; THENCE NORTH 41°09'34" WEST, 35.54 FEET; THENCE NORTH 53°28'47" WEST,
55.14 FEET; THENCE SOUTH 82°24'25" WEST, 72.77 FEET; THENCE SOUTH 68°45'09"
WEST, 45.44 FEET; THENCE SOUTH 59°37'22" WEST, 47.59 FEET; THENCE SOUTH
4r09'13" WEST, 66.19 FEET;THENCE SOUTH 51°09'36" WEST, 14.33 FEET; THENCE
SOUTH 57°10'20" WEST, 37.24 FEET; THENCE SOUTH 77°55'04" WEST, 18.66 FEET;
THENCE NORTH 58°33'05" WEST, 26.78 FEET; THENCE NORTH 40°D6'15H WEST, 57.28
FEET; THENCE NORTH 8°57'56" WEST, 3.80 FEET; THENCE NORTH 32'28'05" WEST,
43.50 FEET; THENCE NORTH 25°26>09B WEST, 13.64 FEET; THENCE NORTH 9°02'33"
WEST, 45.69 FEET; THENCE NORTH 2"02'04" WEST, 23.74 FEET; THENCE NORTH
51°16W WEST, 5.04 FEET; THENCE NORTH 50°57'51" WEST, 4.96 FEET; THENCE
SOUTH 85°19'33" WEST, 10.00 FEET; THENCE NORTH 72°33'ir WEST, 6.44 FEET;
THENCE NORTH 84°13'15" WEST, 5.40 FEET; THENCE SOUTH 79*58'42" WEST, 12.86
PAGE 1 OF 3
M.\2419\legal DescriptionsVAOt LOT 29 Conservation Esmt.doc
WO 2419-3 1Q/13W
FEET; THENCE NORTH 9"44'45" WEST, 5.58 FEET; THENCE NORTH 16°00*03" EAST.
19,06 FEET; THENCE NORTH 20a20'08" EAST, 17,98 FEET; THENCE NORTH <\9*Q2'Q8"
EAST. 12.54 FEET; THENCE NORTH 28013119" EAST, 13.06 FEET; THENCE NORTH
38°12'59" EAST, 13.36 FEET; THENCE NORTH 43°31'24" EAST, 16,12 FEET; THENCE
NORTH 43°53'53" EAST. 16.33 FEET; THENCE NORTH 37038'43" EAST, 17.27 FEET;
THENCE NORTH 13*36'28" EAST, 21.35 FEET; THENCE NORTH 17°42'35" EAST, 33.93
FEET; THENCE NORTH 18°24'06I< EAST, 17.39 FEET; THENCE NORTH 24°58111M EAST,
49.51 FEET; THENCE NORTH 24°25'43" WEST. 82.05 FEET; THENCE NORTH 3°04'17"
WEST, 47.95 FEET; THENCE NORTH 43°03'55" WEST, 46.85 FEET; THENCE LEAVING THE
EASTERLY LINE OF SAID FIRE HAZARD REDUCTION ZONE ALONG A LINE THE IS 5.00
FEET SOUTHERLY OF AND PARALLEL WITH THE SOUTHERLY LINE OF LOT 27 OF SAID
MAP NO. 14636, NORTH 89659'33" EAST, 14.16 FEET TO A POINT ON THE EASTERLY
LINE OF SAID FIRE HAZARD REDUCTION ZONE; THENCE LEAVING SAID PARALLEL
LINE, ALONG THE EASTERLY LINE OF SAID FIRE HAZARD REDUCTION ZONE THE
FOLLOWING: SOUTH 54°48'55" EAST, 98.52 FEET; THENCE SOUTH 29°39'19" EAST, 15.89
FEET; THENCE SOUTH 31°58'50" WEST. 35.28 FEET; THENCE SOUTH 72°33'24" EAST.
22.27 FEET; THENCE SOUTH 87°02'02" EAST, 20.52 FEET; THENCE NORTH 90°OQW
EAST. 4.86 FEET; THENCE NORTH 89°04'47" EAST. 9.41 FEET; THENCE NORTH 86e28'46"
EAST, 15.27 FEET; THENCE NORTH 86°08'04" EAST, 3.82 FEET; THENCE SOUTH
87°16'35" EAST, 5.19 FEET; THENCE SOUTH 77°40'38" EAST, 8.58 FEET; THENCE SOUTH
56W37" EAST, 7.81 FEET; THENCE LEAVING SAID FIRE HAZARD REDUCTION ZONE
SOUTH 42°54'00" EAST, 18.40 FEET; THENCE SOUTH 53"04'00" EAST. 15.68 FEET;
THENCE SOUTH 67°09'00" EAST, 34.17 FEET; THENCE SOUTH 46°21'00" EAST, 5.58
FEET; THENCE NORTH 60°38'00" EAST. 14.28 FEET; THENCE NORTH 71*42'00" EAST.
25.20 FEET; THENCE NORTH 75°32'00" EAST, 25.61 FEET; THENCE NORTH 53°40*00"
EAST, 28.62 FEET; THENCE NORTH 20°20'00" EAST, 29.68 FEET; THENCE NORTH
00°5rOOB EAST, 26.61 FEET; THENCE NORTH 26M2W WEST, 115.92 FEET; THENCE
NORTH 0°00'27" WEST, 2.13 FEET TO THE NORTHERLY LINE OF SAID LOT 29; THENCE
ALONG SAID NORTHERLY LINE, NORTH 89e59'33" EAST. 906.95 FEET TO THE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT LAND DESCRIBED IN THE FOLLOWING EASEMENTS:
EASEMENT GRANT DEED TO SAN DIEGO GAS & ELECTRIC COMPANY RECORDED
JULY 21, 1954 IN BOOK 5307, PAGE 311 OF OFFICIAL RECORDS OF SAID SAN DIEGO
PAGE 2 OF 3
M:\2419\Lega! Deseripl»ons\AD1 LOT 29 Conservation Esmtdoc
WO 2419-3 1W13/05
COUNTY, DRAINAGE EASEMENT GRANTED TO THE CITY OF CARLSBAD PER SAID MAP
NO. 14636, AND DRAINAGE EASEMENT GRANTED TO THE CITY OF CARLSBAD PER
DEED RECORDED DECEMBER 3, 2001 AS FILE NO. 2001-0879699 OF OFFICIAL
RECORDS OF SAID SAN DIEGO COUNTY.
THE HEREINABOVE DESCRIBED PARCEL OF LAND CONTAINS 16.897 ACRES, MORE OR
LESS.
DAVID W. AMBLER ' L£. 7322
HUNSAKER & ASSOCIATES SAN DIEGO, INC.
PAGE 3 OF 3
M:\2419VLegaJ DescripttonsVAOt LOT 29 ConservaBon Esmldoc
WO 2419-3 W13AJ5
EXHIBIT 0
P.O.R-
\
FIRE HAZARD REDUCTION ZONE PER
SECTION 142-0412 OF THE LAND
DEVELOPMENT CODE AS SHOWN AND
DESCRIBED ON SHEET 8 OF MAP NO.
14636
INDICATES CONSERVATION
EASEMENT,
AREA - 16.897 ACRES
HUNSAKER
& ASSOCIATES
SAN DlfCO, I H C
Wm Hutnntkm 5t Suce MO
ENQNEBUNG Sw Oiefq. Ca ntn
SUKVEYMC
\0006\IrtttP\EP CONSERVATION EASEMENT SHT 01.D*G[ 2167]Oct-13-20C»: 10: 37
EXHIBIT "C"
Title Report
1. Chicago Title Company's Preliminary Report for Order No.
53040766, dated as of September 26, 2005 (attached); and
2. Chicago Title Company's Supplemental Report for Order
No. 53040766, dated as of October 31, 2005 (attached).
10/28/05 -1- 037225-0117 273443 6
CHICAGO TITLE COMPANY
PRELIMINARY REPORT
SECOND AMENDED Dated as of: September 26,2005 at 7:30 AM
Reference: CONSERVATION LAND Order No.: 53040766 - U50
CHICAGO TITLE COMPANY hereby reports that it is prepared to issue, or cause to be issued, as
of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter
set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or
referred to as an Exception in Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in the attached list.
Copies of the Policy forms are available upon request.
Please read the exceptions shown or referred to in Schedule B and the exceptions and exclusions set forth In the
attached list 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 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 POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS
DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF POLICY OF TITLE INSURANCE, A BINDER OR
COMMITMENT SHOULD BE REQUESTED
The form of policy of title insurance contemplated by this report is:
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY
Vfset Us On The Web: westerndivision.cn.com
Title Department:
CHICAGO TITLE COMPANY
2365 NORTHSIDE DR. #500
SAN DIEGO, CA 92108
(619)521-3673 fax:(619)521-3608
Tom Vote) / Ken Cyr
TITLE OFFICER
PFP -<38/05/9ebk
SCHEDULE A
Order No: 53040766 U50 Your Ref: CONSERVATION LAND
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
AN EASEMENT
2. Title to said estate or interest at the date hereof is vested in:
KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
3. The land referred to in this report is situated in the State of California, County of SAN DIEGO
and is described as follows:
SEE ATTACHED DESCRIPTION
PREA -lO/SI/STWi
Page i DESCRIPTION
Order No. 5304Q7S6
A CONSERVATION EASEMENT OVER AND ACROSS A PORTION OF LOT 29 OF CITY OF CARLSBAD
TRACT NO. 98-05, DEJONG PROPERTY, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14636, FILED IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY ON JULY 23, 2003, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 29; THENCE ALONG THE EASTERLY,
SOUTHERLY AND SOUTHWESTERLY LINE OF SAID LOT 29 THE FOLLOWING: SOUTH 1°21'I2"
EAST, 964.12 FEET; THENCE NORTH 89°29'27" WEST, 449.14 FEET; THENCE NORTH
43°11'32" WEST, 20.76 FEET TO A POINT ON THE EASTERLY LINE OF THE FIRE HAZARD
REDUCTION ZONE PER SECTION 142-0412 OF THE LAND DEVELOPMENT CODE AS SHOWN AND
DESCRIBED ON SHEET NO. 8 OF SAID MAP 14636; THENCE LEAVING SAID SOUTHWESTERLY
LINE ALONG SAID EASTERLY LINE THE FOLLOWING: NORTH 35°36'S4" WEST, 144.39 FEET;
THENCE NORTH 41°08'41" WEST, 66.16 FEET; THENCE NORTH 42°Q8'30" WEST, 69.67 FEET;
50.06 FEET; THENCE NORTH 39°51'29n WEST, 172 . 52
35.54 FEET; THENCE NORTH S3°28'47" WEST
72.77 FEET
THENCE NORTH 40°32'32" WEST,
FEET; THENCE NORTH 41°09'34" WEST,
FEET; THENCE SOUTH 82°24'25" WEST,
FEET; THENCE SOUTH 5 9 ° 3 7'2 2" WEST,
FEET; THENCE SOUTH 51°09'36" WEST,
FEET; THENCE SOUTH 77°55'04" WEST,
FEET; THENCE NORTH 40°06'15" WEST,
FEET; THENCE NORTH 32°28'05" WEST,
FEET; THENCE NORTH 09°02'33" WEST,
FEET; THENCE NORTH 51°16'04" WEST,
FEET; THENCE SOUTH 85°19'33" WEST,
FEET; THENCE NORTH 84°13'15" WEST,
FEET; THENCE NORTH 09°44'45" WEST,
FEET; THENCE NORTH 20°20'08" EAST,
FEET; THENCE NORTH 2 8 ° 13 ' 19 " EAS T,
FEET; THENCE NORTH 43°31'24" EAST,
FEET; THENCE NORTH 37°38'43" EAST,
THENCE NORTH 17°42'35" EAST,
THENCE NORTH 24e58'll" EAST,
THENCE NORTH 03°04'17" WEST,
FEET;
FEET ;
FEET;
FEET;
THENCE SOUTH 68°45'09" WEST,
47.59 FEET; THENCE SOUTH 41°09'13" WEST,
14.33 FEET; THENCE SOUTH 57°10'20" WEST,
18.66 FEET; THENCE NORTH 58°33'05" WEST,
57.28 FEET; THENCE NORTH 08°57'56" WEST,
43.50 FEET; THENCE NORTH 2 5 °26'0 9
45.69 FEET; THENCE NORTH 02002'04
5.04 FEET; THENCE NORTH 50°S7'S1" WEST,
10.00 FEET; THENCE NORTH 72°33'11" WEST
S.40 FEET; THENCE SOUTH 79°58'42" WEST,
5.58 FEET; THENCE NORTH 16°00'03" EAST,
17.98 FEET; THENCE NORTH 19°02'08" EAST
13.06 FEET; THENCE NORTH 33°12'59" EAST
16.12 FEET; THENCE NORTH 43"53'53" EAST
17.27 FEET; THENCE NORTH 13°36'28" EAST
33.93 FEET; THENCE NORTH 18°24'06" EAST
49.51 FEET; THENCE NORTH 24°25'43" WEST
55. 14
45.44
66. 19
37 .24
26.78
3 .80
13 .64WEST,
WEST, 23.74
4 . 96
6.44
12.86
19.06
12.54
13.36
16.33
21 . 35
17 .39
82 .05
46.8547.95 FEET; THENCE NORTH 43°03'55" WEST
THENCE LEAVING THE EASTERLY LINE OF SAID FIRE HAZARD REDUCTION ZONE ALONG
A LINE THE IS 5.00 FEET SOUTHERLY OF AND PARALLEL WITH THE SOUTHERLY LINE OF LOT
27 OF SAID MAP NO. 14636, NORTH 89°59'33" EAST, 14.16 FEET TO A POINT ON THE
EASTERLY LINE OF SAID FIRE HAZARD REDUCTION ZONE; THENCE LEAVING SAID PARALLEL
LINE, ALONG THE EASTERLY LINE OF SAID FIRE HAZARD REDUCTION ZONE THE FOLLOWING:
SOUTH 54°48'55" EAST, 98.52 FEET; THENCE SOUTH 29°39'19" EAST, 15.89 FEET; THENCE
WEST, 35.28 FEET; THENCE SOUTH 72°33'24" EAST
EAST, 20.52 FEET; THENCE NORTH 90aOO'00» EAST
9.41 FEET; THENCE NORTH 86°28'46
SOUTH 31°58'50'
SOUTH 87°02'02'
NORTH 89°04'47" EAST,
NORTH 86°08'04" EAST,
SOUTH 77°40'38
EAST,
3.82 FEET; THENCE SOUTH 87°16'35" EAST,
EAST, 8.58 FEET; THENCE SOUTH 56°00'37" EAST,
LEAVING SAID FIRE HAZARD REDUCTION ZONE SOUTH 42°54'00"
SOUTH 53°04'00" EAST,
SOUTH 46°21'00" EAST,
NORTH 71°42'00" EAST,
NORTH S3040'00" EAST,
NORTH 00°51'00" EAST,
THENCE NORTH 00°00'27'
EAST,
5T,15.68 FEET; THENCE SOUTH 67°09'00" EA<
5.58 FEET; THENCE NORTH 6Q°38'00" EAST,
25,20 FEET; THENCE NORTH 75°32'00" EAST,
28.62 FEET; THENCE NORTH 20°20'00" EAST,
26.61 FEET; THENCE NORTH 26°42'00" WEST,
22.27 FEET; THENCE
4.86 FEET; THENCE
15.27 FEET; THENCE
5.19 FEET; THENCE
7.81 FEET; THENCE
18.40 FEET; THENCE
34,17 FEET; THENCE
14.28 FEET; THENCE
25.61 FEET; THENCE
29.68 FEET; THENCE
115,92 FEET;
WEST, 2.13 FEET TO THE NORTHERLY LINE OF SAID LOT 29;
THENCE ALONG SAID
OP BEGINNING.
NORTHERLY LINE, NORTH 89°59'33" EAST, 906.95 FEET TO THE POINT
Page 2 DESCRIPTION
Order No. 53040766
EXCEPTING THEREFROM THAT 1AND DESCRIBED IN EASEMENT GRANT DEED TO SAN DIEGO GAS
& ELECTRIC COMPANY RECORDED JULY 21, 1954 IN BOOK 5307, PAGE 311 OF OFFICIAL
RECORDS OF SAID SAN DIEGO COUNTY.
APN: 215-083-09
SCHEDULE B
Page 1
Order No: 53040766 U50 Your Ref: CONSERVATION LAND
At the dale hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy
form designated on the face page of this Report would be as follows:
A 1. PROPERTY TAXES, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE
LEVIED FOR THE FISCAL YEAR 2005-2006 THAT ARE A LIEN NOT YET DUE.
a 2. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE
PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND
TAXATION CODE OF THE STATE OF CALIFORNIA.
c 3. AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SET FORTH IN A DOCUMENT
GRANTED TO:
PURPOSE:
RECORDED:
AFFECTS:
SAN DIEGO GAS AND ELECTRIC COMPANY
THE RIGHT OF INGRESS AND EGRESS TOGETHER WITH THE
RIGHT TO TRIM AND TOP TREES
JULY 21, 1954 IN BOOK 5307, PAGE 311 OF OFFICIAL
RECORDS
AS SHOWN ON MAP 14636
SAID EASEMENT IS ALSO SHOWN AND DESCRIBED AS "138 KV LINE ENCINO TO
OLIVENHAIN" OF RECORD OF SURVEY NO. 6269.
4. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE
ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL
BECOME A LIEN ON SAID LAND.
DISTRICT:
DISCLOSED BY:
RECORDED:
COMMUNITIY FACILITIES DISTRICT NO. 1
ASSESSMENT DISTRICT DIAGRAM
DECEMBER 19, 1990 AS DOCUMENT NO. 90-674118
OFFICIAL RECORDS
NOTICE OF ASSESSMENT RECORDED MAY 20, 1991 AS FILE NO. 1991-0236959 OF
OFFICIAL RECORDS
5. A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE
ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL
BECOME A LIEN ON SAID LAND.
DISTRICT:
DISCLOSED BY;
RECORDED:
THE AMENDED ANNEXATION MAP NO. 1 TO BOUNDARIES OF
COMMUNITY FACILITIES DISTRICT NO. 3
INSTRUMENT
JUNE IS, 1995 AS FILE NO. 1995-0254037 OF OFFICIAL
RECORDS
c; 6. A DOCUMENT ENTITLED "CERTIFIED COPY OF RESOLUTION NO. 97-528 OVERRULING
AND DENYING PROTESTS AND ESTABLISHING BRIDGE AND THOROUGHFARE DISTRICT
PRE8 -10/31/97b»
SCHEDULE BPase 2 (continued)
Order No: 53040766 U50 Your Rcf: CONSERVATION LAND
NO. 2 (AVIARA PARKWAY-POINSETTIA LANE) TO FINANCE THE COSTS OF MAJOR PUBLIC
IMPROVEMENTS IN SAID CITY", EXECUTED BY CITY OF CARLSBAD, SUBJECT TO ALL
THE TERMS, PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 22,
1.997 AS FILE NO. 1997-0349124 OF OFFICIAL RECORDS.
7, A PENDING ASSESSMENT FOR THE DISTRICT SHOWN BELOW. WHEN NOTICE OF THE
ASSESSMENT IS RECORDED WITH THE COUNTY RECORDER THE ASSESSMENT SHALL BECOME
A LIEN ON SAID LAND.
DISTRICT: AMENDED ANNEXATION MAP NO. 3 TO BOUNDARIES OF
COMMUNITY FACILITIES DISTRICT NO. 3
DISCLOSED BY: ASSESSMENT DISTRICT BOUNDARY
RECORDED: MARCH 11, 1999 AS FILE NO, 1999-0157103 OF OFFICIAL
RECORDS
AMENDMENT TO NOTICE OF SPECIAL TAX LIEN, RECORDED MARCH 16, 1999 AS FILE
NO. 1999-0169086 OF OFFICIAL RECORDS.
8, AN AGREEMENT, AND THE TERMS AND CONDITIONS AS CONTAINED THEREIN
DATED: JUNE 2, 2000
BY AND BETWEEN: ARIE DE JONG, JR., FAMILY TRUST AND THE CITY OF
CARLSBAD
RECORDED: SEPTEMBER 22, 2000 AS FILE NO. 2000-0509413 OF
OFFICIAL RECORDS
REGARDING: AGREEMENT BETWEEN OWNER, DEVELOPER AND THE CITY OF
CARLSBAD FOR AN UNCONTROLLED STOCKPILE (COASTAL ZONE)
REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
9, INTENTIONALLY OMITTED
10. A DOCUMENT ENTITLED "NOTICE OF WAIVER CONCERNING PROXIMITY OF THE PLANNED
OR EXISTING POINSETTIA LANE TRANSPORTATION CORRIDOR", DATED MARCH 12, 2003
EXECUTED BY KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED LIABILITY
COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND CONDITIONS THEREIN
CONTAINED, RECORDED APRIL 1, 2003 AS FILE NO. 2003-362102, OFFICIAL
RECORDS.
11. A DOCUMENT ENTITLED "NOTICE CONCERNING AIRCRAFT ENVIRONMENTAL IMPACTS",
DATED MARCH 12, 2003 EXECUTED BY KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY, SUBJECT TO ALL THE TERMS, PROVISIONS AND
CONDITIONS THEREIN CONTAINED, RECORDED APRIL 1, 2003 AS FILE NO.
2003-362103, OFFICIAL RECORDS.
12. A COVENANT AND AGREEMENT UPON AND SUBJECT TO THE TERMS AND CONDITIONS
THEREIN
EXECUTED BY: KEYSTONE CARLSBAD 28, LLC
IN FAVOR OF: THE CITY OF CARLSBAD
PHEUMBC.B/23/K«<
SCHEDULE BPase 3 (continued)
Order No: 53040766 U50 Your Ref: CONSERVATION LAND
RECORDED; APRIL 1, 2003 AS FILE NO. 2003-0362112, OFFICIAL
RECORDS
REFERENCE IS MADE TO SAID DOCUMENT FOR FULL PARTICULARS.
13, EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS
SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW,
MAP OF: 14636
EASEMENT
PURPOSE: DRAINAGE
AFFECTS: LOT 29 AS SHOWN ON SAID MAP
EASEMENT
PURPOSE: OPEN SPACE
AFFECTS: LOTS 22 AND 29
EASEMENT
PURPOSE: FAILSAFE OVERFLOW AREA
AFFECTS: LOTS 11 AND 29
14. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT GEOLOGICAL FAILURE", DATED
APRIL 22, 2003 EXECUTED BY KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED
LIABILITY COMPANY AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS,
PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 8, 2003 AS
FILE NO. 2003-1095578 OF OFFICIAL RECORDS.
15. A DOCUMENT ENTITLED "HOLD HARMLESS AGREEMENT", DATED APRIL 22, 2003
EXECUTED BY KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED LIABILITY
COMPANY AND THE CITY OF CARLSBAD, SUBJECT TO ALL THE TERMS, PROVISIONS AND
CONDITIONS THEREIN CONTAINED, RECORDED SEPTEMBER 8, 2003 AS FILE NO.
2003-1095579 OF OFFICIAL RECORDS.
16. INTENTIONALLY OMITTED.
17, COVENANTS, CONDITIONS AND RESTRICTIONS (BUT OMITTING THEREFROM ANY COVENANT
OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL
STATUS OR NATIONAL ORIGIN, IF ANY, UNLESS AND ONLY TO THE EXTENT THAT SAID
COVENANT {A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE UNITED STATES
CODE OR (B) RELATES TO HANDICAP BUT DOES NOT DISCRIMINATE AGAINST
HANDICAPPED PERSONS) AS SET FORTH IN THE DOCUMENT.
RECORDED: FEBRUARY 13, 2004, AS DOCUMENT NO. 2004-0116749,
OFFICIAL RECORDS
PREUM8C.il/23/e3tiK
SCHEDULE B
* (continued)
Order No: 53040766 U50 YourRef: CONSERVATION LAND
NOTE: IF YOU SHOULD REQUEST A COPY OF THE DOCUMENT REFERRED TO ABOVE, THE
CALIFORNIA GOVERNMENT CODE SECTION 12956.1 REQUIRES THAT A COUNTY RECORDER,
TITLE INSURANCE COMPANY, ESCROW COMPANY, REAL ESTATE BROKER, REAL ESTATE
AGENT, OR ASSOCIATION THAT PROVIDES A COPY OF A DECLARATION, GOVERNING
DOCUMENT, OR DEED TO ANY PERSON SHALL PLACE A COVER PAGE OR STAMP ON THE
FIRST PAGE OF THE PREVIOUSLY RECORDED DOCUMENT OR DOCUMENTS STATING, IN AT
LEAST 14-POINT BOLDFACE TYPE, THE FOLLOWING:
IF THIS DOCUMENT CONTAINS ANY RESTRICTION BASED ON HACK, COLOR, RELIGION,
SEX, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, NATIONAL ORIGIN, OR
ANCESTRY, THAT RESTRICTION VIOLATES STATE AND FEDERAL FAIR HOUSING LAWS AND
IS VOID, AND MAY BE REMOVED PURSUANT TO SECTION 12956.1 OF THE GOVERNMENT
CODE. LAWFUL RESTRICTIONS UNDER STATE AND FEDERAL LAW ON THE AGE OF
OCCUPANTS IN SENIOR HOUSING OR HOUSING FOR OLDER PERSONS SHALL NOT BE
CONSTRUED AS RESTRICTIONS BASED ON FAMILIAL STATUS.
SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THAT A VIOLATION
THEREOF SHALL NOT DEFEAT THE LIEN OF ANY MORTGAGE OR DEED OF TRUST MADE IN
GOOD FAITH AND FOR VALUE.
SAID INSTRUMENT ALSO PROVIDES FOR THE LEVY OF ASSESSMENTS, THE LIEN OF
WHICH IS STATED TO BE SUBORDINATE TO THE LIEN OF CERTAIN MORTGAGES OR DEEDS
OF TRUST MADE IN GOOD FAITH AND FOR VALUE.
THE PROVISIONS OF SAID COVENANTS, CONDITIONS AND RESTRICTIONS WERE EXTENDED
TO INCLUDE THE HEREIN DESCRIBED LAND BY AN INSTRUMENT
RECORDED: MARCH 11, 2004, AS DOCUMENT NO. 2004-0202116, OFFICIAL
RECORDS
AFFECT LOTS 2 THROUGH 19, INCLUSIVE, 23, 24, 25, 29 AND 30
MODIFICATION^) OF SAID COVENANTS, CONDITIONS AND RESTRICTIONS
RECORDED: APRIL 28, 2005 AS FILE NO. 05-354600 OF OFFICIAL
RECORDS
18. AN IRREVOCABLE OFFER TO DEDICATE A PORTION OF SAID LAND FOR THE PURPOSES
STATED HEREIN
IN FAVOR OF: CITY OF CARLSBAD
FOR: CONSERVATION lAND
RECORDED: JUNE 20, 2005 AS FILE NO. 05-513388 OF OFFICIAL
RECORDS
AFFECTS: THE ROUTE THEREOF AFFECTS A PORTION OF SAID LAND AND
IS MORE FULLY DESCRIBED IN SAID DOCUMENT.
ifCl IMBC-»/23 /93b*
SCHEDULE BPase 5 (continued)
Order No: 53040766 U50 Your Rcf: CONSERVATION LAND
/ 19. A DOCUMENT ENTITLED "MEMORANDUM OP AGREEMENT", DATED JUNE 15, 2005 EXECUTED
BY KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND
CITY OF CARLSBAD, A MUNICIPAL CORPORATION, SUBJECT TO ALL THE TERMS,
PROVISIONS AND CONDITIONS THEREIN CONTAINED, RECORDED JULY 25, 2005 AS FILE
NO. 05-0624267 OF OFFICIAL RECORDS.
AA 20. RIGHTS OF PARTIES IN POSSESSION OF SAID LAND.
MATTERS AFFECTING THE RIGHTS OF SAID PARTIES ARE NOT SHOWN HEREIN.
AB 21. MATTERS WHICH MAY BE DISCLOSED BY AN INSPECTION OR SURVEY OF SAID LAND OR
BY INQUIRY OF THE PARTIES IN POSSESSION THEREOF.
AC END OF SCHEDULE B
AB NOTE NO. 1: YOUR OPEN ORDER REQUEST INDICATES THAT A LIMITED LIABILITY
COMPANY WILL BE ACQUIRING, ENCUMBERING OR CONVEYING REAL PROPERTY IN YOUR
TRANSACTION. UNDER THE PROVISIONS OF "THE CALIFORNIA LIMITED LIABILITY
ACT, EFFECTIVE SEPTEMBER 30, 1994" THE FOLLOWING WILL BE REQUIRED:
1. A COPY OF THE ARTICLES OF ORGANIZATION (AND ALL AMENDMENTS, IF ANY)
THAT HAS BEEN FILED WITH THE SECRETARY OP STATE.
2 . THE REQUIREMENT THAT THIS COMPANY BE PROVIDED WITH A COPY OF THE
OPERATING AGREEMENT. THE COPY PROVIDED MUST BE CERTIFIED BY THE
APPROPRIATE MANAGER OR MEMBER THAT IT IS A COPY OF THE CURRENT OPERATING
AGREEMENT.
3. IF THE LIMITED LIABILITY COMPANY IS MEMBER-MANAGED THEN THIS COMPANY
MUST BE PROVIDED WITH A CURRENT LIST OF THE MEMBER NAMES.
KEYSTONE CARLSBAD 28 LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
AE- NOTE NO. 2: INTENTIONALLY OMITTED
AF NOTE NO. 3: PROPERTY TAXES FOR THE FISCAL YEAR SHOWN BELOW ARE PAID. FOR
INFORMATION PURPOSES THE AMOUNTS ARE:
FISCAL YEAR: 2004-2005
1ST INSTALLMENT: $282.64
2ND INSTALLMENT: $282.64
EXEMPTION: $NONE
CODE AREA: 09158
ASSESSMENT NO: 215-083-09
GP
1AMEND/JRS
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Group of Companies' Privacy Statement
July 1,2001
We recognize and respect the privacy expectation of today's consumers and the requirements of applicable federal and
state privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal
Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public that we
serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy Statement from time
to time consistent with applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following sources:
* From applications or other forms we receive from you or your authorized representative;
* From your transactions with, or from the services being performed by, us, our affiliates, or others;
* From our internet web sites;
* From the public records maintained by governmental entities that we either obtain directly from
those entities, or from our affiliates or others; and
* From consumer or other reporting agencies.
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized
access or intrusion. We limit access to the Personal Information only to those employees who need such access in
connection with providing products or services to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
* to agents, brokers or representatives to provide you with services you have requested;
* to third-party contractors or service providers who provide services or perform marketing or other
functions on our behalf; and
* to others with whom we enter into joint marketing agreements for products or services that we
believe you may find of interest.
In addition, we will disclose your Personal Information when you direct or give us permission, when we are required by
law to do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when
otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights
arising out of any agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain.
Such documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to
whom your Personal Information has been disclosed. Also, certain states afford you the right to request correction,
amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to charge a
reasonable fee to cover the costs incurred in responding to such requests.
Alt requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more than one privacy notice from us.
We apologize for any inconvenience this may cause you.
PFWACYT- IQf
CHICAGO TITLE COMPANY
Supplemental Report
issuing Office:
2365 NORTHSIDE DR. 8500
SAN DIEGO, CA 92108
JOHNNA UNGER
KEYSTONE COMMUNITIES
5333 MISSION CENTER RD., STE. 360
SAN DIEGO, CALIFORNIA 92108
YourRef: CONSERVATION LAND Order No: 53040766 O50
Dated as of OCTOBER 31 ^f. 005 7:30 AM
Title Officer: Tom Votel / Ken Cyr
The above numbered report dated SEPTEMBER 26, 2005 (including any supplements or amendments thereto) is
hereby modified and/or supplemented in order to reflect the following:
PLEASE AMEND/MODIFY ITEM NO. 13 TO READ AS FOLLOWS:
EASEMENTS FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO AS SHOWN
OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW.
MAP OF:
EASEMENT
PURPOSE:
AFFECTS:
14636
OPEN SPACE
LOT 29
SUPPCS- 1O/2Z/83AA
EXHIBIT "D1
\
EXISTING 1.0.0. PER DOCUMENT
RECORDED JUNE 20. ZOOS AS FILE
NO. 2005-0513383. O.K.
LOT 29
EXISTING OPEN SPACE EASEMENT TO THE CfTT
or CARLSBAD OVER ALL OF LOT 29 PER MAP
NO. 14636
TREE 7WMWWC RIGHTS PER DOCUMENT
RECORDED 7-21-54 IN BOOK 5307, PASE
311. O.K.
I" " "" 1 INDICATES CONSERVATION
•L - - J" EASEMENT-
HUNSAKER& ASSOCIATES
SAN 0>!CO, IMC
FIANNINC WOT HunKktra SL Suit* }CO
ENONEEIUNC Sin 0«io. O 97121
SUKVWNC
Ft \OOQ6\iMAP\EP Exhibit D SHT 01.0KG[2167]Nov-17-2005: 12:00
l-i *
CERTIFICATION FOR ACCEPTANCE OF DEED
This is to certify that the interest in real property conveyed by the GRANT
DEED OF EASEMENT dated February 15. 2006. from Keystone Carlsbad 28
LLC. to the City of Carlsbad, California, a municipal corporation, is hereby
accepted by the City Council of the City of Carlsbad, California, pursuant to
Ordinance No. NS-422, adopted on September 16, 1997, and the grantee
consents to the recordation thereof by its duly authorized officer.
DATED: February 17. 2006