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Home My WebLink AboutCT 04-08; ; 2012-0167450; CovenantHI? llllll DOCtt 2012-01G7450 illllilliillliiiilllllliiii lllllllllll MAR 22, 2012 9:51 AM RECORDING REQUESTED BY AND) OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE Ernest J. Dronenburg, Jr., COUNTY RECORDER FEES: 153.00 WHEN RECORDED MAIL TO: ) PAGES; City Clerk ) IIIIIII lllliillllill lllll lllll 11^ CITY OF CARLSBAD ) 1 mill lllll lllll lllll mil lllll lllll lllll lllll lllll lllll lllll lllll lllll 1 1200 Carlsbad Village Drive ) Carlsbad, Califomia 92008-1989 ) Space above this line for Recorder's use Assessor's Parcel Number Project Number and Name 215-050-73 CT 04-08/CP 04-03/SDP 04- 05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES 47 DECLARATION OF RESTRICTIVE COVENANTS This DECLARATION OF RESTRICTIVE COVENANTS ("Restrictive Covenant") is made this 23rd dav of Febmary, 2012 by Citv Ventures Homebuilding, LLC, a Califomia corporation (hereinafter "Declarant"). RECITALS A. Declarant is the developer of that certain real property in Carlsbad, County of San Diego, State of Califomia, commonly referred to as CT 04-08/CP 04-03/SDP 04-05/CDP 04- 17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Tovmhomes (the "Project"). B. Declarant is the sole owner in fee simple of those portions of the Project located in Carlsbad, CA and as further described in legal descriptions attached hereto as Exhibit "A" and depicted on Exhibit "B" and attached hereto and incorporated by this reference (the "Restricted Property"), which consists of approximately 8.3 acres. C. This Restrictive Covenant provides mitigation for certain impacts of the Project, pursuant to requirements of Condition No. 13.d of City of Carlsbad Planning Commission Resolution No. 6058, dated April 5. 2006 for the Tentative Tract Map CT 04-08 for the Project. This Restrictive Covenant is intended and shall be deemed to satisfy such requirement as to the Restricted Property. The amount of Coastal Sage Scmb, Coyote Bmsh Scmb, Southem Maritime Chaparral and unvegetated Waters of the U.S. to be preserved within the Restricted Property is 5 acres CSS, 2.3 acres CBS, 0.7 acre SMC, and 0.37 acre Waters of the U.S. following onsite restoration efforts for mitigation purposes. D. Compensatory mitigation for certain impacts of the Project by Declarant pursuant to requirements of the United States Army Corps of Engineers' ("ACOE") Section 404 Permit No. File No. SPL-2011-00807-RJV and amendments thereto ("Section 404 Permit"). Special City Attorney Approved 12/07/n Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes Condition 8 of the Section 404 Permit requires Declarant to record a Restrictive Covenant on all compensatory mitigation sites, which includes the Restricted Property. This Restrictive Covenant is intended and shall be deemed to satisfy that requirement. E. The Restricted Property possesses wildlife and habitat values of great importance to the People of the State of Califomia and currently is and will remain in a Natural Condition as defmed herein and is intended to be preserved in its natural, scenic, open condition to maintain its ecological, historical, visual and educational values (collectively, "Conservation Values"). F. Declarant desires to preserve and protect the Restricted Property pursuant to the La Costa Collection Townhomes Preserve Management Plan dated November, 2011 ("Management Plan"), an adaptive habitat management plan which may be revised from time to time and which is incorporated herein by this reference. G. The United States Army Corps of Engineers ("ACOE") is the federal agency charged with the primary responsibility for regulating activities in waters of the United States, including wetlands, with regulatory authority over discharges of dredged and fill material into such waters pursuant to Section 404 of the Clean Water Act. H. 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 661-666c and other applicable federal laws. I. Califomia Department of Fish and Game ("CDFG") has jurisdiction, pursuant to 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 the Department of Fish and Game is authorized to hold easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of Califomia law. J. The City of Carlsbad ("City") is a municipal corporation with a Habitat Management Plan for Natural Communities in the City of Carlsbad ("HMP") adopted by its City Council in November 2004, with the overall goal of contributing to regional biodiversity and the viability of rare, unique or sensitive biological resources throughout the City and the larger region while allowing public and private development to occur consistent with the Carlsbad General Plan and Growth Management Plan. COVENANTS. TERMS. CONDITIONS AND RESTRICTIONS NOW THEREFORE, Declarant hereby declares the Restricted Property shall be held, transferred, conveyed, leased, occupied or otherwise disposed of and used subject to the following restrictive covenants, which shall mn with the land and be binding on Declarant's heirs, successors in interest, administrators, assigns, lessees, or other occupiers and users of the Restricted Property or any portion of it. City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 ' Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes 1. Purpose. (a) The purpose of this Restrictive Covenant is to ensure the Restricted Property will be retained in perpetuity in a Natural Condition, defined below, and to prevent any use of the Restricted Property that will impair or interfere with the Conservation Values of the Restricted Property (the "Purpose"). Declarant intends that this Restrictive Covenant will confine the use of the Restricted Property to such activities, including without limitation, those involving the preservation and enhancement of native species and their habitat in a manner consistent with the habitat conservation purposes of this Restrictive Covenant. (b) The term "Natural Condition," as referenced in the preceding paragraph and other portions of this Restrictive Covenant, shall mean the condition of the Restricted Property as it exists at the time this Restrictive Covenant is executed, as well as future enhancements or changes to the Restricted Property that occur directly as a result of the following activities: (1) Habitat creation or restoration, including implementation, maintenance and monitoring activities, required by City of Carlsbad Planning Commission Resolution No. 6058, dated April 5, 2006 for the Project. (2) Compensatory mitigation measures, including implementation, maintenance and monitoring activities, required by the Section 404 Permit, and as described in the "La Costa Collection Tovmhomes Preserve Management Plan," prepared by J. Whalen Associates dated November 2011 ("Mitigation Plan"), the cover page and Introduction of which are attached as Exhibit "C" (collectively, "Compensatory Mitigation"); (3) In-perpetuity maintenance ("Long-Term Maintenance, Management, and Monitoring"), that occurs on the Restricted Property as described in the Management Plan and Section 6 herein; or (4) Activities described in Section 4 herein. (c) Declarant certifies to City, CDFG, USFWS, and ACOE that, to Declarant's actual knowledge, there are no stmctures or other man-made improvements existing on the Restricted Property. Declarant further certifies to City, CDFG, USFWS, and ACOE that, to Declarant's actual knowledge, there are no previously granted easements existing on the Restricted Property that interfere or conflict with the Purpose of this Restrictive Covenant as evidenced by the Title Report attached at Exhibit "D". The current Natural Condition is evidenced in part by the depiction of the Restricted Property attached on Exhibits "A" and "B", showing all relevant and plottable property lines, easements, dedications, improvements, boundaries and major, distinct natural features such as waters of the United States. Declarant has delivered further evidence of the Natural Condition to City, CDFG, USFWS, and ACOE (1) a color aerial photograph ofthe Restricted Property at an appropriate scale taken as close in time as possible to the date this Restrictive Covenant is executed; (2) an overlay of the Restricted Property boundaries on that aerial photograph; and (3) on-site color photographs showing all natural features of the Restricted Property. City Attomey Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes (d) If a controversy arises with respect to the Natural Condition of the Restricted Property, City, CDFG, USFWS, and/or ACOE 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 upland and aquatic resources in the San Diego County area and expertise in the field of biology. 2. Declarant^s Duties. Declarant, its successors and assigns shall: (a) Undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities would be inconsistent with the Conservation Values and would violate the permitted uses of the Restricted Property set forth in this Restrictive Covenant; and (b) Post and maintain signage in or adjacent to the boundary areas of the Restricted Property as described in Section 4(d); and (c) Comply with the terms of this Restrictive Covenant and cooperate with City, CDFG, USFWS, and ACOE in the protection ofthe Conservation Values; and (d) Repair and restore damage to the Restrictive Property directly or indirectly caused by Declarant, Declarant's guests, representatives or agents and third parties; provided, however. Declarant, its successors or assigns shall not engage in any repair or restoration work in the Restricted Property without first consulting with City, CDFG, USFWS, and ACOE pursuant to Section 6; and (e) Undertake constmction, maintenance and monitoring of mitigated areas pursuant to the Mitigation Plan until receipt of final approval of the success of the mitigation from City, CDFG, USFWS, and ACOE (" City/CDFG/USFWS/ACOE Final Approval"); and (f) Obtain any applicable govemmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, mles, regulations, orders or requirements; (g) Perform in-perpetuity Long-Term Maintenance, Management, and Monitoring set forth in Section 6 below; and (h) Perform an annual compliance inspection of the Restricted Property, prepare an inspection report and shall make reports available to City, CDFG, USFWS, and ACOE and the City upon request. 3. Prohibited Uses. Any activity on or use of the Restricted Property inconsistent with the Purpose of this Restrictive Covenant and not reserved as set forth in Section 4 hereof is prohibited. Without City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes limiting the generality of the foregoing, the following uses by Declarant, and its respective guests, agents, assigns, employees, representatives, successors and third parties, are expressly prohibited, except as otherwise provided herein or unless specifically provided for in the. Mitigation Plan, Management Plan, Section 404 Permit, Streambed Alteration Agreement and any easements and reservations of rights recorded in the chain of title to the Restricted Property at the time of this conveyance (as set forth in Exhibit D hereto): (a) Supplemental watering except for habitat enhancement activities described in Section 4(b); (b) Use of herbicides, pesticides, rodenticides, biocides, fertilizers, or other agricultural chemicals or weed abatement activities, except weed abatement activities necessary to control or remove invasive, exotic plant species conducted by a herbicide applicator licensed to work within habitat preserve areas; (c) Incompatible fire protection activities, except the fire prevention activities set forth in Section 4(f); (d) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways and as necessary to restore native plant communities consistent with Section 4. (e) Livestock grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing, except as allowed in the Management Plan; (g) Residential, commercial, retail, institutional, or industrial uses; (h) Any legal or de facto division, subdivision or portioning of the Restricted Property, except transfers in accordance with Section 17 below; (i) Constmction, reconstmctlon or placement of any building or other improvement, billboard, or signs except signs permitted in Section 2(b) and Section 4(d); (j) Depositing, dumping or accumulating 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 Restricted Property; (m) Altering the general topography of the Restricted Property, including but not limited to building of roads, trails, and flood control work; (n) Removing, destroying, or cutting of trees, shmbs or other vegetation, except as necessary for (1) emergency fire protection as required by fire safety officials as set forth in City Attorney Approved 12/07/11 ^ Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes Section 4(f), (2) controlling invasive, exotic plants which threaten the integrity of the habitat, (3) preventing or treating disease, (4) completing the Mitigation Plan, or (5) activities described in Section 2, Section 4 and Section 13; (o) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Restricted Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters; and (p) Fuel modification zones (defined as a strip of mowed land or the planting of vegetation possessing low combustibility for purposes of fire suppression). 4. Reserved Rights. Declarant reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accming from its ovmership of the Restricted Property, including the right to engage in or to permit or invite others to engage in all uses of the Restricted Property that are consistent with the Purpose of this Restrictive Covenant, including the following uses: (a) Access. Reasonable access through the Restricted Property to adjacent land over existing roads, or to perform obligations or other activities permitted by this Restrictive Covenant or that are required under the Section 404 Permit or Streambed Alteration Agreement. In addition, police and other public safety organizations and their personnel may enter the Restricted Property to address any legitimate public health or safety matter. (b) Habitat Enhancement Activities. Enhancement of native plant communities, including the right to plant trees and shmbs of the same type as currently existing on the Restricted Property, so long as such activities do not harm the habitat types identified in the Section 404 Permit or Streambed Alteration Agreement Permit. For purposes of preventing erosion and reestablishing native vegetation, the Declarant shall have the right to revegetate areas that may be damaged by the permitted activities under this Section 4, naturally occurring events or by the acts of persons wrongfully damaging the Natural Condition of the Restricted Property. Prior to any habitat enhancement activities, Declarant shall have its Biological Monitor submit detailed plans to City, CDFG, USFWS, and ACOE for review and approval. Habitat enhancement activities shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements and Management Plan. (c) Vegetation, Debris, and Exotic Species Removal. Removal or trimming of vegetation dovmed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species. Vegetation, debris, and exotic plant species removal shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements, and Management Plan. (d) Erection and Maintenance of Informative Signage. Erection and maintenance of signage and other notification features saying "Natural Area Open Space," "Protected Natural City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes Area," or similar descriptions that inform persons of the nature and restrictions on the Restricted Property. Prior to erection of such signage, the Declarant shall submit detailed plans showing the location of such signs to City, CDFG, USFWS, and ACOE for review and approval. The erection and maintenance of informative signage shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, and permitting requirements. (e) No Interference with Development of Adioining Property. Notwithstanding anything set forth herein to the contrary, nothing in this Restrictive Covenant is intended nor shall be applied to in any way limit Declarant or any of Declarant's successors and assigns from (1) constmcting, placing, installing, and/or erecting any improvements upon the portions ofthe Project not constituting the Restricted Property, (2) installing and/or maintaining the subsurface infrastmcture improvements, utility lines, landscaping (including irrigation and mnoff), landscape mitigation, and/or similar non-stmctural improvements within the Restricted 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 Restricted Property, or has an impact upon the Restricted Property, that is prohibited bv Section 3 above. (f) Fire Protection. The right, in an emergency situation only, to maintain firebreaks (defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove bmsh, otherwise perform preventative measures required by the fire department to protect stmctures and other improvements from encroaching fire. All other bmsh management activities shall be limited to areas outside the Restricted Property. 5. Access. This Restrictive Covenant does not convey a general right of access to the public or a general right of access to the Restricted Property. In accordance with Section 4(d), Declarant shall install signage at all likely points of entry informing persons of the nature and restrictions on the Restricted Property. This Restrictive Covenant will allow for access to the Restricted Property by City, CDFG, USFWS, and ACOE, City and third-party easement holders of record at the time of this conveyance at locations designated in easements and reservations of rights recorded in the chain of title to the Restricted Property at the time of this conveyance 6. Long-Term Maintenance. Management, and Monitoring. In addition to the other terms contained herein. Declarant, its successor or assign shall be responsible for the maintenance/repair of the Restricted Property in perpetuity. Such long-term maintenance shall consist of the following activities: (a) annual removal, by hand, of trash or man-made debris, (b) annual maintenance of signage and other notification features or similar descriptions that inform persons of the nature and restrictions on the Restricted Property pursuant to Section 2(b), (c) implement its responsibilities under the Management Plan and any amendments thereto, and (d) annual restoration of the Restricted Property damaged by any activities prohibited by Section 3 herein. Declarant, its successors and assigns shall prepare a monitoring and maintenance report documenting activities performed under subsections (a) City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 • Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes through (c) above, and shall make reports available to City/CDFG/USFWS/ACOE upon request. When activities are performed pursuant to subsection (d) above, Declarant shall retain a qualified Biological Monitor to prepare a Restoration Plan and to oversee/monitor such restoration activities. Declarant shall have its Biological Monitor submit a draft Restoration Plan to City/CDFG/USFWS/ACOE for review and approval prior to its implementation. Upon completion of restoration as specified in the City/CDFG/USFWS/ACOE -approved Restoration Plan, Declarant shall have its Biological Monitor prepare a detailed monitoring report, and Declarant shall make the report available to City/CDFG/USFWS/ACOE within thirty (30) days of completion of restoration activities. Declarant, its successors or assigns and the Biological Monitor shall sign the monitoring report, and the report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on-site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance by the Declarant, its successors or assigns, or its contractor in accordance with the City/CDFG/USFWS/ACOE -approved Restoration Plan, corrections recommended and implemented. 7. Endowment Declarant shall establish an endowment fund to be held in tmst, invested and the interest disbursed therefrom to provide sufficient ftinds for the perpetual management, maintenance, and monitoring of the Property as required under this Restrictive Covenant. City, CDFG, USFWS, and ACOE shall have the right to review and approve the terms of the endovmient agreement, and shall be a third party beneficiary of that agreement with the right to review and approve any amendments. (a) agreement: Include the following principles of fiduciary duty in the endovmient fund (1) The endovmient holder shall have a fiduciary duty to hold the endovmient funds in tmst for the Property. (2) The endovmient holder shall not commingle the endowment funds with other funds. Funds may be pooled for investment management purposes only. (3) The endovmient holder shall have a duty of loyalty and shall not use the endovmient funds for its ovm personal benefit. (4) The endovmient holder shall act as a pmdent investor of the endowment funds. (5) The endovmient holder shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Declarant's oversight. The endovmient holder shall act with pmdence when delegating authority and in the selection of agents. (6) The endovmient holder shall have annual audit of the endovmient performed by a licensed CPA, and shall submit the auditor's vsritten report to City, CDFG, USFWS, and ACOE upon completion. City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes (7) Endovmient funds set aside for the management of the Property shall not be used to pay any damages for liability due to acts or omissions of the endowment holder or any other party. 8. Citv. CDFG. USFWS. and ACOE Rights. To accomplish the Purpose of this Restrictive Covenant, Declarant hereby grants and conveys the following rights to City, CDFG, USFWS, and ACOE (but without obligation of the City, CDFG, USFWS, and ACOE): (a) A non-exclusive easement on and over the Restricted Property to preserve and protect the Conservation Values of the Restricted Property; and (b) A non-exclusive easement on and over the Restricted Property to enter upon the Restricted Property to monitor Declarant's compliance with and to otherwise enforce the terms of this Restrictive Covenant; and (c) A non-exclusive easement on and over the Restricted Property to prevent any activity on or use of the Restricted Property that is inconsistent with the Purpose of this Restrictive Covenant and to require the restoration of such areas or features of the Restricted Property that may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Restrictive Covenant; and (d) 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 (e) The right to enforce by means, including, without limitation, injunctive relief, the terms and conditions of this Restrictive Covenant. 9. Enforcement. (a) Right to Enforce. Declarant, its successors and assigns, grant to City, CDFG, USFWS, ACOE , Department of Justice, and the State Attomey General, as well as the City, a discretionary right to enforce these restrictive covenants in a judicial or administrative action against any person(s) or other entity(ies) violating or attempting to violate these restrictive covenants; provided, however, that no violation of these restrictive covenants shall result in a forfeiture or reversion of title. The U.S. Department of Justice, CDFG, State Attomey General and City shall have the same rights, remedies and limitations as ACOE under this Section 9. The rights under this Section are in addition to, and do not limit rights conferred in Section 8 above, the rights of enforcement against Declarant, its successor or assigns under the Section 404 Permit, or any rights of the various documents created thereunder or referred to therein. (b) Notice. (1) If City, CDFG, USFWS, and/or ACOE determines Declarant is in violation of the terms of this Restrictive Covenant or that a violation is threatened. City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes City/CDFG/USFWS/ACOE may demand the cure of such violation. In such a case, City/CDFG/USFWS/ACOE shall issue a written notice to Declarant (hereinafter "notice of violation") informing Declarant of the violation and demanding cure of such violation. (2) Declarant shall cure the noticed violation within fifteen (15) days of receipt of said written notice from City, CDFG, USFWS, and/or ACOE. If said cure reasonably requires more than fifteen (15) days. Declarant shall, within the fifteen (15) day period submit to City/CDFG/USFWS/ACOE for review and approval a plan and time schedule to diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. If Declarant disputes the notice of violation, it shall issue a written notice of such dispute (hereinafter "notice of dispute") to the City/CDFG/USFWS/ACOE within fifteen (15) days of receipt of written notice of violation. (3) If Declarant fails to cure the noticed violation(s) within the time period(s) described in Section 9(b)(2) above, or Section 9(c) below, City/CDFG/USFWS/ACOE may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Declarant with the terms of this Restrictive Covenant. In such action, the City/CDFG/USFWS/ACOE may (i) recover any damages to which they may be entitled for violation by Declarant of the terms of this Restrictive Covenant, (ii) 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, or (iii) pursue other equitable relief, including, but not limited to, the restoration of the Restricted Property to the condition in which it existed prior to any such violation or injury. City/CDFG/USFWS/ACOE may apply any damages recovered to the cost of undertaking any corrective action on the Restricted Property. (4) If Declarant provides City/CDFG/USFWS/ACOE with a notice of dispute, as provided herein, City/CDFG/USFWS/ACOE shall meet and confer with Declarant at a mutually agreeable place and time, not to exceed thirty (30) days from the date that City/CDFG/USFWS/ACOE receives the notice of dispute. City/CDFG/USFWS/ACOE shall consider all relevant information conceming the disputed violation provided by Declarant and shall determine whether a violation has in fact occurred and, if so, whether the notice of violation and demand for cure issued by City/CDFG/USFWS/ACOE is appropriate in light of the violation. (5) If, after reviewing Declarant's notice of dispute, conferring with Declarant, and considering all relevant information related to the violation, City/CDFG/USFWS/and/or ACOE determines that a violation has occurred, City/CDFG/USFWS/ACOE shall give Declarant notice of such determination in writing. Upon receipt of such determination, Declarant shall have fifteen (15) days to cure the violation. If said cure reasonably requires more than fifteen (15) days, Declarant shall, within the fifteen (15) day period submit to City/CDFG,^SFWS/ACOE for review and approval a plan and time schedule to 10 City Attomey Approved 12/07/1: Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. (c) Immediate Action. If City/CDFG/USFWS/ACOE, in its reasonable discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Restricted Property, City/CDFG/USFWS/ACOE may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Restrictive Covenant and state and federal law after giving Declarant at least twenty four (24) hours' written notice before pursuing such remedies. So long as such twenty four (24) hours' notice is given, City/CDFG/USFWS/ACOE 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 9(b)(2). The written notice pursuant to this paragraph may be transmitted to Declarant by facsimile. The rights of City/CDFG/USFWS/ACOE under this paragraph apply equally to actual or threatened violations of the terms of this Restrictive Covenant. Declarant agrees that the remedies at law for City/CDFG/USFWS/ACOE for any violation of the terms of this Restrictive Covenant are inadequate and that City/CDFG/USFWS/ACOE shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which City/CDFG/USFWS/ACOE may be entitled, including specific performance of the terms of this Restrictive Covenant, without the necessity of proving either actual damages or the inadequacy of otherwise«available legal remedies. The remedies described in this Section 9(c) shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. (d) Costs of Enforcement. Any costs incurred by City/CDFG/USFWS/ACOE in enforcing the terms of this Restrictive Covenant against Declarant including, but not limited to, costs of suit and, any costs of restoration necessitated by Declarant's violation or negligence under the terms of this Restrictive Covenant shall be bome by Declarant, subject to Califomia Civil Code section 815. (e) Enforcement Discretion. Enforcement of the terms of this Restrictive Covenant shall be at the discretion of City/CDFG/USFWS/ACOE. Any forbearance by City/CDFG/USFWS/ACOE to exercise rights under this Restrictive Covenant in the event of any breach of any term of this Restrictive Covenant by Declarant shall not be deemed or constmed to be a waiver by City/CDFG/USFWS/ACOE of such term or of any subsequent breach of the same or any other term of this Restrictive Covenant or of any of the rights of City/CDFG/USFWS/ACOE under this Restrictive Covenant. No delay or omission by City/CDFG/USFWS/ACOE in the exercise of any right or remedy upon any breach by Declarant shall impair such right or remedy or be constmed as a waiver. (f) Acts Bevond Declarant's Control. Nothing contained in this Restrictive Covenant shall be constmed to entitle City/CDFG/USFWS/ACOE to bring any action against Declarant for any injury to or change in the Restricted Property resulting from: (1) Any natural cause beyond Declarant's control, including without limitation, fire, flood, storm, and earth movement; or 11 City Attomey Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes (2) Any pmdent action taken by Declarant under emergency conditions to prevent, abate, or mitigate significant injury to persons and/or the Restricted Property resulting from such causes. (g) Notwithstanding the foregoing, even actions undertaken during emergency conditions must receive prior authorization from the City and Department of Army (through expedited procedures, if appropriate) if the action involves a discharge of dredged or fill material into jurisdictional waters of the United States and before any ground-disturbing activities occur in the Restricted Property. 10. Costs and Liabilities. Declarant, or its successor or assign retains all responsibilities and shall bear all costs and liabilities of any kind related to the ovmership, operation, upkeep, and maintenance of the Restricted Property. Declarant agrees City, CDFG, USFWS, and ACOE shall not have any duty or responsibility for the operation, upkeep, or maintenance of the Restricted Property, the monitoring of hazardous conditions thereon, or the protection of Declarant, the public or any third parties from risks relating to conditions on the Restricted Property. Declarant, its successor or assign remains solely responsible for obtaining any applicable govemmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, mles, regulations, orders and requirements. 11. Taxes. Declarant, its successors or assigns shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Restricted Property by competent authority, including any taxes imposed upon, or incurred as a result of, this Restrictive Covenant, and agrees to fumish City, CDFG, USFWS, and ACOE with satisfactory evidence of payment upon request. 12. No Hazardous Materials Liability. (a) Declarant 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 Restricted Property. (b) Despite any contrary provision of this Restrictive Covenant, the parties do not intend this Restrictive Covenant to be, and this Restrictive Covenant shall not be, constmed such that it creates in or gives City, CDFG, USFWS, and ACOE 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 12 City Attorney Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes (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 Restricted Property; or (5) Any control over Declarant's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Restricted Property. (c) 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 Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.); the Hazardous Waste Control Law (Califomia Health & Safety Code Section 25100 et seq.); the Hazardous Substance Account Act (Califomia 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, mles, regulations or orders now in effect or enacted after the date of this Restrictive Covenant. (d) The term "Environmental Laws" includes, without limitation, any federal, state, local or administrative agency statute, ordinance, mle, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Declarant represents, warrants and covenants to City, CDFG, USFWS, and ACOE that activities upon and use of the Restricted Property by Declarant, its agents, employees, invitees and contractors will comply with all Environmental Laws. 13. Additional Easements. Declarant shall not grant any additional easements, rights of way or other interests in the surface or subsurface of the Restricted Property (other than a security interest that is subordinate to this Restrictive Covenant), or grant or otherwise abandon or relinquish any water rights relating to the Restricted Property, without first obtaining the written consent of City, CDFG, USFWS, and ACOE. City, CDFG, USFWS, and/or ACOE may withhold such consent if it determines that the proposed interest or transfer is inconsistent with the Purpose of this Restrictive Covenant or will impair or interfere with the Conservation Values of the Restricted Property. This Section shall not prohibit transfer of a fee or leasehold interest in the Restricted Property that is subject to this Restrictive Covenant and complies with Section 17 below. Declarant, its successors and assigns shall record any additional easements or other interests in the Restricted Property approved by the City, CDFG, USFWS, and ACOE in the official records of San Diego County, (Califomia and provide a copy of the recorded document to the City, CDFG, USFWS, and ACOE. 14. Hold Harmless. Declarant shall hold harmless, protect and indemnify City and its officials, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and 13 City Attomey Approved 12/07/1 , Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes assigns of each of them (each a "Citv Indemnified Partv" and, collectively, "Citv's Indemnified Parties") and CDFG, USFWS, and ACOE and its directors, officers, employees, agents, contractors, and representatives and the heirs, personal representatives, successors and assigns of each of them (each an "Indemnified Partv" and, collectively, CDFG, USFWS, and ACOE "Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation, reasonable attomeys' 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 Restricted Property, regardless of cause, except that (a) this indemnification shall be inapplicable to City's Indemnified Parties with respect to any Claim due solely to the negligence of City or any of its employees and (b) this indemnification shall be inapplicable to CDFG, USFWS, and ACOE Indemnified Parties with respect to any Claim due solely to the negligence of CDFG, USFWS, and ACOE or any of their employees; (2) the Declarant's^obligations specified in Sections 2, 3 and 6; and (3) the existence or administration of these Restrictive Covenants. If any action or proceeding is brought against any of the CDFG, USFWS, and ACOE Indemnified Parties by reason of any such Claim, Declarant shall, at the election of and upon written notice from CDFG, USFWS, and ACOE, defend such action or proceeding by counsel reasonably acceptable to the Indemnified Party or reimburse the party for all charges incurred for services of the Attomey General or other counsel in defending the action or proceeding. 15. Amendment. Declarant may amend this Restrictive Covenant only after written concurrence by City, CDFG, USFWS, and ACOE. Any such amendment shall be consistent with the Purpose of this Restrictive Covenant and shall not affect its perpetual duration. Declarant shall record any amendments to this Restrictive Covenant approved by City, CDFG, USFWS, and ACOE in the official records of San Diego County, Califomia, and shall provide a copy of the recorded document to City, CDFG, USFWS, and ACOE 16. Recordation. Declarant, its successor or assign shall promptly record this instmment in the official records of San Diego County, Califomia, and provide a copy of the recorded document to City, CDFG, USFWS, and ACOE. 17. Assignment and Subsequent Transfers. (a) Declarant agrees to incorporate the terms of this Restrictive Covenant in any deed or other legal instmment by which Declarant divests itself of any interest in all or a portion ofthe Restricted Property. Declarant, its successor or assign agrees to (i) incorporate by reference to the title of and the recording information for this Restrictive Covenant in any deed or other legal instmment by which each divests itself of any interest in all or a portion of the Restricted Property, including, without limitation, a leasehold interest and (ii) give actual notice to any such transferee or lessee of the existence of this Restrictive Covenant. Declarant, its successor or assign agrees to give written notice to City, CDFG, USFWS, and ACOE ofthe intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Any subsequent transferee 14 City Attomey Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes shall be deemed to have assumed the obligations of this Restrictive Covenant and to have accepted the restrictions contained herein. The failure of Declarant, its successor or assign to perform any act provided in this Section shall not impair the validity of this Restrictive Covenant or limit its enforceability in any way. (b) From and after the date of any transfer of all or any portion of the Restricted Property by Declarant and each transfer thereafter, (i) the transferee shall be deemed to have assumed all of the obligations of Declarant as to the portion transferred, as set forth in this Restrictive Covenant, (ii) the traiisferee 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 the obligations set forth above in this paragraph and pursuant to Section 24, and (iv) all references to Declarant in this Restrictive Covenant shall thereafter be deemed to refer to such transferee. 18. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and be served personally or sent by first class mail, postage prepaid, addressed as follows: To Declarant: City Ventures Homebuilders, LLC. 2850 Redhill Avenue Suite 200 Santa Ana, CA 92750 To: CityofCarlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Department of Fish and Game, Region 5 4949 Viewridge Avenue San Diego, CA 92123 US Fish and Wildlife Service 6010 Hidden Valley Road Carlsbad, CA 92009 FAX 760-431-5902 District Counsel U.S. Army Corps of Engineers 915 Wilshire Blvd, Room 1535 LosAngeles,CA 90017-3401 or to such other address as either party shall designate by written notice to the other. Notice shall be deemed effective upon delivery in the case of personal delivery or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail. 15 City Attomey Approved 12/07/11 , Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes 19. Controlling Law. The laws of the United States and the State of Califomia shall govem the interpretation and performance of this Restrictive Covenant. 20. Liberal Construction. Any general mle of constmction to the contrary notwithstanding, this Restrictive Covenant shall be liberally constmed in favor of the deed to effect the purpose of this Restrictive Covenant and the policy and purpose Califomia Civil Code Section 815, seq. If any provision in this instmment is found to be ambiguous, an interpretation consistent with the purposes of this Restrictive Covenant that would render the provision valid shall be favored over any interpretation that would render it invalid. 21. Severabilitv. If a court of competent jurisdiction voids or invalidates on its face any provision of this Restrictive Covenant, such action shall not affect the remainder of this Restrictive Covenant. If a court of competent jurisdiction voids or invalidates the application of any provision of this Restrictive Covenant to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. 22. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Declarant's title in any respect. 23. Successors. The covenants, terms, conditions, and restrictions of this Restrictive Covenant 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 mnning in perpetuity with the Restricted Property. 24. Termination of Rights and Obligations. A party's rights and obligations under this Restrictive Covenant terminate upon transfer of the party's interest in the Restrictive Covenant or Restricted Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 25. Captions. The captions in this instmment have been inserted solely for convenience of reference and are not a part of this instmment and shall have no effect upon constmction or interpretation. 26. Citv. CDFG. USFWS. and ACOE Benefited Parties Except for Section 23, the terms of this Restrictive Covenant are for the benefit of the City, CDFG, USFWS, and ACOE only and are not for the benefit of any other parties. 16 City Attomey Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes year first above writteji \ 1 "DeclaranT /\ By: \ 1/ 'I/IA"- / Name: V Title: -/Icn^Vf^ Date: Name: Title: \J f ' O^veU^^^b Date: APPROVED AS TO FORM: RONALD R. BALL, City Attorney By: Assis City Attorney y/r-/2. 17 City Attomey Approved 12/07/11 • Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes STATE OF CALIFORNIA ) COUNTY OF CXZKW^ ) ss. On pg ^aA rAVV X 5-"^ 20(|Q^, before me, the undersigned, a Notary Public in and for said Stak, personally appeared: [ ]Personally known to me - OR - [ \y\ Proved to me oi^the basis of satisfactory evidence to be the person(s) whose name(s) j^*Sr^ subscribed to the within instmment and acknowledged to me that h^s^^f^ep executed the same in h/s/\^r^^^ authorized capacity(ies), and that by hi^/h^^mei^ signature(s) on the instmment the person(s) or the entity upon behalf of which the person(s5acted, executed the instrument. WITNESS my hand and official seal MICHELLE BOHANNON Commission # 1884092 Notary Public - California i Orange County I J Xjjggp' urange county z "V Comm. Rxpires Mar 26._pni4j Notary Public City Attomey Approved 12/07/11 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes EXHIBIT A 19 City Attomey Approved 12/07/11 EXHIBIT A THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 26. TOWNSHIP 12 SOUTH. RANGE 4 WEST. SAN BERNARDINO MERIDIAN. IN THE CITY OF CARLSBAD. COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE ALONG THE WEST LINE OF SAID NORTHEAST QUARTER, SOUTH 00''03'42" EAST 146.73 TO THE SOUTHERLY LINE OF POINSETTIA LANE ACCORDING TO THE GRANT OF EASEMENT DEED RECORDED MARCH 16.2000 AS DOCUMENT NO. 2000-0135379 AND THE TRUE POINT OF BEGINNING: THENCE ALONG SAID SOUTHERLY LINE NORTH 58''30'08" EAST 76.19 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 18M8'26- EAST 28.45 FEET; THENCE SOUTH 10'34'57" WEST 22.71 FEET; THENCE SOUTH 4r22'04" EAST 23.60 FEET; THENCE SOUTH 55M0-17" EAST 79.89 FEET; THENCE SOUTH 33'01'51" EAST 215.28 FEET; THENCE SOUTH 15M0'34" EAST 46.93 FEET; THENCE SOUTH 33''01'51" EAST 55.11 FEET; THENCE SOUTH 53»12'11" EAST 40.60 FEET; THENCE SOUTH 33'0r51" EAST 190.85 FEET; THENCE SOUTH 39"'57'05* EAST 41.50 FEET; THENCE SOUTH 33'01'5r EAST 237.52 FEET; THENCE SOUTH 06"'05'32" WEST 7.92 FEET; THENCE SOUTH 33°01'51" EAST 3.70 FEET; THENCE SOUTH 43M3'51" WEST 89.11 FEET; THENCE SOUTH 58°34'37" WEST 22.29 FEET TO A POINT IN THE ARC OF A 132.00 FOOT RADIUS CURVE. CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 47'33'30" EAST; THENCE NORTHWESTERLY 88.92 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 38''35'46"; THENCE NORTH 8r02'16" WEST 21.37 FEET; TO THE BEGINNING OFA 146.50 FOOT RADIUS CURVE. CONCAVE SOUTHEASTERLY; THENCE WESTERLY, SOUTHERLY AND SOUTHEASTERLY 394.02 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 154''06'04"; THENCE SOUTH 55"08'20" EAST 9.99 FEET TO THE BEGINNING OF A 68.00 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY 77.65 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 65"'25'33"; THENCE NORTH 79°42'47" WEST 11.76 FEET; THENCE NORTH 36"33'56'' WEST 36.20 FEET; THENCE SOUTH 85"51'39" WEST 15.00 FEET; THENCE SOUTH 04»08'21" EAST 31.50 FEET TO THE NORTHERLY LINE OF DOVE LANE. ACCORDING TO THE GRANT DEED RECORDED FEBRUARY 11.1992 AS DOCUMENT NO. 1992-0072898 ; THENCE ALONG SAID NORTHERLY LINE NORTH 49'08'2r WEST 420.66 FEET TO THE MOST SOUTHERLY CORNER OF LOT 1 OF THE CITY OF CARLSBAD TRACT 97-15; THENCE ALONG THE WESTERLY LINE OF SAID TRACT 97-15 AND LEAVING SAID NORTHERLY LINE OF DOVE LANE NORTH 00°03'42" WEST 866.42 FEET TO THE POINT OF BEGINNING. CONTAINS 359,512 SQ. FT.. OR 8.25 ACRES, MORE OR LESS. AS PARTICULARLY SHOWN EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS DESCRIPTION WAS MADE BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS ACT. ENGINEER/SURVEYOR PREPARED UNDER THE SUPERVISION OF: \^ _. VINCENT W. SCARPATI R.CE. 33520 UCENSE EXP. 06/30/2012 DATE SHEET 1 OF 2 BY: M2 DATE: 8-22-11 SCALE: NONE C&V 3 CONSULTING, INC. CIVIL ENGINEERING LAND PLAWUNG & SURVEYING 18 TECHNOLOGY SUITE 154 IRVINE. CA 92618 T. 949.769.6600 F. 949.769,6605 WWW.CVC-INC.NET OPEN SPACE LEGAL DESCRIPTION Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes EXHIBIT B 20 City Attorney Approved 12/07/11 EXHIBIT B NW. CORNER OF THE NE. 1/4 SEC 26 T12S, R4W, (P.O.C.) BASIS OF BEARINGS THE BASIS BEARINGS FOR THIS SURVEY IS THE CALIFORNIA COORDINATE SYSTEM (CCS83). ZONE VI, (1991.35 EPOCH). SCALE: 1" = CURVE TABLE CURVE RADIUS LENGTH DELTA Cl 132.00' 88.92' 38-35'46'' C2 146.50' 394.02' 154*06*04'' C3 68.00* 77.65* 65*25'33" LINE TABLE LINE BEARING LENGTH Ll N58'30*08**E 76.19' L2 S18'48'26"E 28.45' L3 S10'34'57''E 22.71* L4 S4r22'04"E 23.60' L5 S55-40*17"E 79.89' L6 S15'40*34''E 46.93* L7 S33*01'5rE 55.11' LB S53^2•11•'E 40.60' L9 S39*57'05'*E 41.50' L10 S06*05*32"W 7.92' L11 533*01'51 "E 3.70' L12 S43'43'51"W 89.11' L13 S58'34'37"W 22.29' L14 N8r02'16'*W 21.37' L15 S55*08*20"E 9.99' L16 N79'42'47''W 11.76' L17 N36*33'56"W 36.20' L18 S85*51'39"W 15.00' L19 S04*08*2rE 31.50' SHEET 2 OF 2 BY:M2 DATE: 8-22-11 SCALE: AS SHOWN C&V 3 CONSULTING, INC. CIVIL ENGINEERING LAND PLANNING & SURVEYiNG 18 TECHNOLOGY SUITE 154 IRVINE. CA 92618 T. 949.769.6600 F. 949.769.6605 WWW.CVC-INC.NET OPEN SPACE SKETCH TO ACCOMPANY LEGAL DESCRIPTION Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes EXHIBIT C 21 City Attorney Approved 12/07/11 La Costa Collection Townhomes Preserve Preserve Management Plan Prepared by J. Whalen Associates 1660 Hotel Circle N. Suite 725 San Diego, CA 92108 Prepared for City Ventures Homebuilding, LLC. 2850 Redhill Avenue, Suite 200 Santa Ana, CA 92750 November 2011, Revised January 2012 Preserve Management Plan La Costa Collection Townhomes Preserve, Carlsbad, California Table of Contents 1.0 Introduction 3_ 1.1 Preserve Area Histoiy 3 1.2 Purpose of the Plan 3 2.0 Preserve Area Description 6_ 2.1 Ownership and Legal Description 6 2.2 Conservation Easement 6 2.3 Habitat and Species Description 6 2.4 Threats 8 3.0 Personnel and Responsibilities 8_ 4.0 Initial Onsite Maintenance 9_ 4.1 Initial Weed Control 9 4.2 Trash Removal 9 5.0 Management and Monitoring 10_ 5.1 Biological Goals 10 5.2 Biological Management and Monitoring 10 5.3 Adaptive Management 11 5.4 Monitoring 11 5.5 Public Use 12 5.6 Fire Management 13 5.7 Fencing, Signs, Gates and Lighting 13 6.0 Administration and Reporting 14_ 7.0 Perpetual Funding Mechanism and Budget Management 14 Preserve Management Plan La Costa Collection Townhomes Preserve, Carlsbad, California Figures Figure 1 - Regional Map Figure 2 - Vicinity Map Figure 3 - Biological Resources Map Appendices Exhibit A - Legal Description of Preserve Area Exhibit B - Plat Map of Preserve Area Exhibit C - Title Report Exhibit D - Restrictive Covenant Exhibit E - Biological Technical Report Exhibit F - Property Analysis Record Preserve Management Plan La Costa Collection Townhomes Preserve, Carlsbad, California LO Introduction This Preserve Management Plan (PMP) details the activities necessary to preserve existing Coastal Sage Scmb and Southem Maritime Chaparral habitat within the 8.3-acre open space lot on the La Costa Collection TovmJiomes project site (Project). Preservation of the preserve area is to be partial compensatory mitigation for the environmental impacts from the La Costa Collection residential development project. This PMP has been prepared in accordance with the requirements of the Mitigated Negative Declaration (MND) for the original project (i.e. the Moonstone Residential Development Project), and the Carlsbad Habitat Management Plan (HMP). The Carlsbad HMP is a subarea plan of the Multiple Habitat Conservation Program (MHCP), a landscape-level habitat conservation plan developed under the auspices of the State's Natural Community Conservation Planning (NCCP) program. Ll Preserve Location and Historical Land Use The preserve area comprises a significant portion of the 14.4-acre La Costa Collection site located at the northwest comer of the intersection of El Camino Real and Dove Lane, near the Dove Library (Figure 1 and Figure 2). The preserve area has never been developed; however, residential and commercial development have occurred adjacent to the property. Over time, unauthorized access to the site has resulted in a small number of unauthorized trails and patches of invasive species. L2 Purpose of the Plan This PMP guides the management and monitoring of biological resources in order to support the goal of protecting and enhancing the habitat and wildlife values of the preserve, as required by the MHCP, HMP, Implementing Agreement and conditions contained in the Project's MND. This PMP also functions as an inventory of the native species and habitats currently present on the site. The Preserve Manager has been vetted and approved by the City as a Preserve Manager and has contracted with the Preserve Biologist to provide biological services for all their habitat management projects, including identifying specific areas where necessary work should be carried out. The Preserve Manager is an employee of a non-profit organization, the Urban Corps of San Diego with a revolving staff of qualified maintenance personnel working under a supervisor. The Preserve Biologist is under contract to provide biological services to the Urban Corps of San Diego. The Preserve Manager shall be: The Preserve Biologist shall be: Director of Operations Gretchen Cummings San Diego Urban Corps Habitat Services Cummings & Associates Urban Corps of San Diego County P.O. Box 1209 3127 Jefferson Street Ramona, CA 92065 San Diego, CA 92110 760-440-0349 619-235-6884 Assessor's Parcel Number: 215-050-73 Project Number and Name: CT 04-08/CP 04-03/SDP 04-05/CDP 04-17/HDP 04-04/SUP 04-07 - LA COSTA VILLAGE CENTER TOWNHOMES aka La Costa Collection Townhomes EXHIBIT D 22 City Attorney Approved 12/07/L CLTA Preliminary Report Form (Rev. 11/06) Order Number: NHSC-3689142 (29) Page Number: 1 Update 3 First American Title First American Title Company 10535 Foothill Blvd, Suite 282 Rancho Cucamonga, CA 91730 Tony Pauker City Ventures 2850 Redhill Avenue, Suite 200 Santa Ana, CA 92705 Customer Reference: Carlsbad 3 Order Number: NHSC-3689142 (29) Title Officer: Phone: Fax No.: E-Mail: Buyer: Owner: Property: Hugo Tello (909)257-3956 (866)782-3439 htello@flrstam.com City Ventures Homebuilding, LLC Vacant Land Carlsbad, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as ofthe 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 Policy forms. The printed Exceptions and Exclusions from the coverage and Umitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. Tfie policy to be Issued may contain an arbitration clause. Wtien ttie Amount of Insurance is iess tfian ttiat set fbrffi in the arbitration clause, aii arbitrable matters stiaii be arbitrated at ttie option of eitiier the Company or the Insured as the exclusive remedy ofthe parties. Umitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Umit of Uability for certain coverages are also set forth In Exhibit A. 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 beiow 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. First American Title Order Number: NHSC-3689142 (29) Page Number: 2 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. First American Title Order Number: NHSC-3689142 (29) Page Number: 3 Dated as of June 14, 2011 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: Subdivision Guarantee + DRE 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: City Ventures Homebuilding, LLC, a Delaware limited liability company 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. General and special taxes and assessments for the fiscal year 2011-2012, a lien not yet due or payable. 2. General and special taxes and assessments for the fiscal year 2010-2011. First Installment: $16,720.56, PAID Penalty: $0.00 Second Installment: $16,720.56, PAID Penalty: $0.00 Tax Rate Area: 09164 A. P. No.: 215-050-73 Tax Rate: 1.04320 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District 1, as disclosed by Notice of Special Tax Lien recorded October 25, 2006 as Instrument No. 2006-0757419 of Official Records. First American Titie Order Number: NHSC-3689142 (29) Page Number: 4 5. An easement for either or both pole lines, underground conduits and incidental purposes together with the right of ingress and egress, recorded February 16, 1920 in Book 798 of Deeds, Page 245. In Favor of: San Diego Consolidated Gas and Electric company, a Corporation Affects: The Northerly 4 feet 6. An easement for either or both pole lines, underground conduits and incidental purposes together with the right of ingress and egress, recorded December 9, 1953 in Book 5071, Page 317 of Official Records. In Favor of: San Diego Consolidated Gas and Electric Company, a Corporation Affects: The land 7. Intentionally Deleted 8. An easement for the privilege and right to extend drainage structures, excavation and embankment slopes beyond the limits of El Camino Real where required for the construction and maintenance of said road and incidental purposes, recorded July 10,1970 as Instrument No. 121184 of OfTicial Records. In Favor of: The County of San Diego Affects: The land The location of the easement cannot be determined from record information. 9. An easement and right of way for road purposes and for ingress and egress and water pipeline purposes and incidental purposes as granted by instrument recorded April 7, 1972 as Instrument No. 85873 of Official Records, and the right of others to use said easement as conveyed or reserved in various other instruments of record. The route of said easement is set out in said document and affects a portion of the herein described property. The route or location of said easement cannot be determined from the record. 10. Intentionally Deleted 11. Note: A Certificate of Compliance affecting the herein described property was recorded June 16, 1989 as Instrument No. 89-317343 of Official Records. 12. An easement and right of way for drainage, maintenance, ingress and egress and incidental purposes as granted by instrument recorded August 29, 1990 as Instrument No. 90-473189 of Official Records and the right of others to use said easement as conveyed or reserved in various other instruments of record. The route of said easement is set out in said document and affects a portion of the herein described property. 13. The effect of a map purporting to show the land and other property, filed 9900 and 12250 of Record of Surveys. First American Title Order Number: NHSC-3689142 (29) Page Number: 5 14. Resolution No. 97-528 overruling and denying protests and establishing Bridge and Thoroughfare District No. 2 (Aviara Parkway-Poinsettia Lane) to finance the costs of major public improvement in said City recorded July 22, 1997 as Instrument No. 1997-0349124 of Official Records. 15. An easement for public street and public utility and incidental purposes, recorded March 16, 2000 as Instrument No. 2000-0135379 of Official Records. In Favor of: City of Carlsbad, a Municipal Corporation Affects: The land The route of said easement is set out in said document and affects a portion of the herein described property. 16. An easement for the construction and maintenance of an embankment slope for roadway support and incidental purposes, recorded March 16, 2000 as Instrument No. 2000-0135381 of Official Records. In Favor of: City of Carlsbad, a Municipal Corporation Affects: The land The route of said easement is set out in said document and affects a portion of the herein described property. 17. The terms and provisions contained in the document entitled "Entry Permit" recorded August 4, 2005 as Instrument No. 2005-0665018 of Official Records. 18. The Terms, Provisions and Easement(s) contained in the document entitled "Easement and Cost Sharing Agreement" recorded August 4, 2005 as Instrument No. 2005-0665019 of Official Records. 19. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded July 17, 2007 as Instrument No. 2007-0478359 of Offidal Records. 20. The terms and provisions contained in the document entitled Affordable Housing Agreement recorded February 28, 2011 as Instrument No. 2011-0109495 of Official Records. 21. An easement for public utilities, ingress, egress and incidental purposes, recorded April 28, 2011 as Instrument No. 2011-0221397 of Official Records. In Favor of: San Diego Gas & Electric Company, a corporation Affects: said land 22. A deed of trust to secure an original indebtedness of $75,000,000.00 recorded May 27, 2011 as Instrument No. 2011-0274112 of Official Records. Dated: May 12, 2011 Trustor: City Ventures Homebuilding, LLC, a Delaware limited liability company Trustee: First American Title Insurance Company Beneficiary: Housing Capital Company, a Minnesota partnership First American Titie Order Number: NHSC-3689142 (29) Page Number: 6 23. No known matters otherwise appropriate to be shown have been deleted from this report, which is not a policy of title insurance but a report to facilitate the issuance of a policy of title insurance. For purposes of policy issuance, items None may be eliminated on the basis of an indemnity agreement or other agreement satisfactory to the Company as insurer. First American Titie Order Number: NHSC-3689142 (29) Page Number: 7 INFORMATIONAL NOTES Note: The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than the certain dollar amount set forth in any applicable arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. If you desire to review the terms of the policy, including any arbitration clause that may be included, contact the office that issued this Commitment or Report to obtain a sample of the policy jacket for the policy that is to be issued in connection with your transaction. 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. First American Title Order Number: NHSC-3689142 (29) Page Number: 8 WIRE INSTRUCTIONS for First American Title Company, Demand/Draft Sub-Escrow Deposits San Bernardino County, California First American Trust, FSB 5 First American Way Santa Ana, CA 92707 Banking Services: (877) 600-9473 ABA 122241255 Credit to First American Title Company Account No. Reference Title Order Number 3689142 and Title Officer Hugo Tello Please wire the day before recording. First American Titie Order Number: NHSC-3689142 (29) Page Number: 9 LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: ALL THAT PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 26, TOWNSHIP 12 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE CrTY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEING MORE PARTICULARLY DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED JUNE 16, 1989 AS INSTRUMENT NO. 89-317343, AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE ALONG THE NORTH LINE OF SAID SECHON, SOUTH 89°13'06" EAST 53.79 FEET TO A POINT IN THE ARC OF A 7045.00 FOOT RADIUS CURVE, CONCAVE NORTHEASTERLY, A RADIAL LINE TO SAID POINT BEARS SOUTH 57'»37'42" WEST, SAID POINT ALSO BEING IN THE SOUTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED JULY 10, 1970 AS INSTRUMENT NO. 121184, OFFICIAL RECORDS OF SAID COUNTY, SAID SOUTHWESTERLY UNE BEING DRAWN CONCENTRIC WITH AND DISTANT 45.00 FEET SOUTHWESTERLY MEASURED RADIALLY FROM THE CENTER LINE OF EL CAMINO REAL AS SHOWN ON SAN DIEGO COUNTY ROAD SURVEY NO. 1800-1, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID COUNTY; THENCE SOUTHEASTERLY ALONG SAID 7045.00 FOOT RADIUS CURVE THROUGH A CENTRAL ANGLE OF 0°38'48", A DISTANCE OF 79.51 FEET; THENCE TANGENT TO SAID CURVE SOUTH 33°01'06" EAST 1045.53 FEET TO THE BEGINNING OF A TANGENT 1755.00 FOOT RADIUS CURVE, CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18°14'08", A DISTANCE OF 558.56 FEET TO A POINT IN THE ARC OF SAID CURVE TO WHICH A RADIAL LINE BEARS NORTH 75°13'02" EAST; THENCE LEAVING THE SOUTHWESTERLY LINE OF SAID ROAD SURVEY NORTH 89°14'31" WEST 435.63 FEET; THENCE NORTH 49°07'37" WEST 602.12 FEET TO AN INTERSECnON WITH THE WEST UNE OF THE WEST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 26; THENCE ALONG SAID WEST UNE NORTH 0°03'00" WEST 1053.06 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THOSE PORTIONS GRANTED TO THE CITY OF CARLSBAD IN DEEDS RECORDED FEBRUARY 11, 1992 AND FEBRUARY 13, 1992 AS INSTRUMENT NOS. 1992-0072898 AND 1992-0080875, RESPECTIVELY, BOTH OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE OIL AND MINERAL RIGHTS IN CONNECTION WITH SAID LAND PROVIDED THATTHIS RESERVATION DOES NOT INCLUDE ANY RIGHT OF THE GRANTOR TO MAKE A SURFACE ENTRY FOR THE PURPOSE OF EXPLORING FOR OR EXTRACTING ANY OIL OR MINERALS, IT BEING THE AGREEMENT OF PARTIES HERETO THAT GRANTOR SHALL, IN THE EVENT, OIL OR MINERALS ARE EVER PRODUCED OR EXTRACTED FROM SAID LAND BE ENTITLED TO ONE-HALF OF THE NET PROCEEDS THEREOF, AS RESERVED BY CLAUDIE MAY MILLIGAN, A WIDOW, BY DEED RECORDED DECEMBER 31, 1956 IN BOOK 6399, PAGE 434 OF OFFICIAL RECORDS. APN: 215-050-73 First American Titie Order Number: NHSC-3689142 (29) Page Number: 10 NOTICE Section 12413.1 ofthe 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: NHSC-3689142 (29) Page Number: 11 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which 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 such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage ofthis policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (li) the character, dimensions or location of any improvement now or hereafter erected on the land; (ill) a separation in ownership or a change in the dimensions or area ofthe 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 public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded In the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed In writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or Interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the Inability or failure of any subsequent owner of the Indebtedness, to comply with applicable "doing business" laws of the state in which the land Is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and Is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by their policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state Insolvency or similar creditors' rights laws. 2. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 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 of area of the land, or the effect of any violation of any such law, ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears In the public records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the Insured claimant; (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder; (c) resulting in no loss or damage to the insured claimant; (d) attaching or First American Title Order Number: NHSC-3689142 (29) Page Number: 12 created subsequent to Date of Policy; or (e) resulting In loss or damage which would not have been sustained if the Insured claimant had paid value for the estate or Interest insured by this policy. 3. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy 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: 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. 2. 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. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage In area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or In Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WITH A.LT.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, or the effect of any violation of any such law ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured claimant, (b) not known to the Company 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 damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent Insurance is afforded herein as to any statutory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements under consfruction or completed at Date of Policy). 4. Unenforceability of the Hen of the insured mortgage because of failure of the Insured at Date of Policy or of any subsequent owner of the indebtedness to comply with applicable "doing business" laws ofthe state in which the land is situated. 5. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association Lenders Policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy, 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 ofthe matters shown in parts one and two following: 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. 2. 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. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions In patents or in Acts authorizing the Issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. First American Title Order Number: NHSC-3689142 (29) Page Number: 13 6. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1992 WITH A.LT.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: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (Hi) a separation in ownership or a change in the dimensions or area ofthe 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 public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the Insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting In no loss or damage to the Insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the Hen of the Insured mortgage over any statutory Hen 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 ifthe insured claimant had paid value for the insured mortgage. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable "doing business" laws ofthe state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or fruth In lending law. 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the Hen of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed In whole or in part by proceeds of the Indebtedness secured by the insured mortgage which at Date of Policy the Insured has advanced or is obligated to advance. 7. Any claim, which arises out of the fransaction 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 fransaction creating the interest of the insured rriortgagee being deemed a fraudulent conveyance or fraudulent fransfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the docfrine of equitable subordination; or (iil) the transaction creating the interest of the insured mortgagee being deemed a preferential fransfer 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 Wira 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 poiicy. SCHEDULE B This policy does not Insure against loss or damage (and frie 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. 2. 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. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any Hen, 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 First American Title Order Number: NHSC-3689142 (29) Page Number: 14 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (I) the occupancy, use, or enjoyment of the land; (li) the character, dimensions or location of any Improvement now or hereafter erected on the land; (lil) a separation in ownership or a change In the dimensions or area ofthe 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 public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded In the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) 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 tiie 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 ifthe insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting In the Insured the estate or interest insured by this policy, by reason of the operation of federal bankmptcy, state insolvency, or similar creditors' rights laws, that is based on: (I) the fransaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent fransfer; or (II) the transaction creating the estate or Interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the Instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. 9. AMEjllCAN LAND TITLE ASSOCIATION OWNER'S POLICY - 1992 WITH REGIONAL EXCEPTIONS When the American Land Titie 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: 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. 2. 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. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the Issuance thereof; water rights, claims or titie to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 10. AMERICAN LAND TiaE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY - 1987 EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees and expenses resulting from: 1. Governmental police power, and tiie existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: * land use * land division * Improvements on the land * 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 Titie Risks. 2. The right to take the land by condemning it, unless: First American Titie Order Number: NHSC-3689142 (29) Page Number: 15 * 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. 3. Titie Risks: * 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 titie after the Policy Date - this does not limit the labor and material lien coverage In Item 8 of Covered Titie Risks 4. Failure to pay value for your titie. 5. Lack of a right: * to any land outside the area specifically described and referred to in Item 3 of Schedule A, or * In sfreets, alleys, or waterways that touch your land This exclusion does not limit the access coverage In Item 5 of Covered Title Risks. 11. EAGLE PROTlCnON OWNER'S POLICY CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE - 2008 ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE - 2008 Covered Risks 16 (Subdivision Law Violation). 18 (Building Permit). 19 (Zoning) and 21 (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 B, You are not insured against loss, costs, ati:orneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building b. zoning c. land use d. improvements on the land e. land division f. environmental protection This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16,18,19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. tiiat are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at tiie policy Date; c. that result in no loss to You; or d. tiiat first occur after tiie Policy Date - this does not limit tiie coverage described In Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Titie. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21 LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: Covered Risk 16,18,19 and 21, Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount or $5,000.00 (whichever is less) $10,000.00 Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) $5,000.00 12. THIRD GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (1/01/08) First American Title Order Number: NHSC-3689142 (29) Page Number: 16 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (I) the occupancy, use, or enjoyment ofthe Land; (ii) the character, dimensions, or location ofany improvement erected on the Land; (ili) the subdivision of land; or(iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6,13(c), 13(d), 14 or 16. (b)Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6,13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modif/ or limit tiie coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded In the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, tills does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mort:gage. 4. Unenforceability of the Hen of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the fransaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or fruth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of Invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that tiie vestee shown in Schedule A Is no longer tiie owner of the estate or interest covered by tills policy. This Exclusion does not modify or limit the coverage provided In Covered Risk 11. 7. Any lien on the Titie for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modif/ or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential sfructure, or any port:lon of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit tiie coverage provided in Covered Risk 5 or 6. 13. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage ofthis policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (I) tiie occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Reconds at Date of PoHcy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part: of tiie lien of the Insured Mortgage that arises out of the fransaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, tiiat the fransaction creating the lien of the Insured Mortgage, is First American Title Order Number: NHSC-3689142 (29) Page Number: 17 (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential fransfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Titie for real estate taxes or assessments Imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage In the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). 14. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 2006 WIFH REGIONAL EXCEPTIONS When the American Land Titie Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 13 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, Interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons In possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Titie that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or titie to water, whether or not the mati:ers excepted under (a), (b), or (c) are shown by tiie Public Records. 15. AMERICAN LAND TTTLE ASSOCIATION OWNER'S POLICY - 2006 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (H) the character, dimensions, or location of any Improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection;or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to tiie date the Insured Claimant became an Insured under this policy; (c) resulting In no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors? rights laws, that the transaction vesting the Titie as shown In Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential fransfer for any reason not stated in Covered Risk 9 ofthis policy. 5. Any lien on the Titie for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of fransfer in the Public Records that vests Title as shown in Schedule A. 16. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY - 2006 WITH REGIONAL EXCEPTIONS First American Title When the American Land Titie Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 15 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. (a) Taxes or assessments tiiat are not shown as existing Hens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascert:ained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Titie that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance tiiereof; (c) water rights, claims or titie to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. First American Title PRIVACY POLICY We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use Information we nave obtained from any other source, such as Information obtained from a public record or from another person or entity. First American has also adoptea broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessaiy for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include finandal sen/ice providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the infomnation we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized part:ies have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We cun-ently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. © 2001 The First American Corporation • All Rights Reserved