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HomeMy WebLinkAboutPUD 2019-0007; RAF PACIFICA FUSION; Planned Unit Development - Non-Residential (PUD)-_ (Cityof -Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov 'A !CATIONS APPLIED FOR: (CHECK BOXES) peye1opm,ot Penna, D Coaetal Development Pennlt D Minor D Conditional Use Pennlt D Minor D Extension D Day Care (Large) D Environmental Impact Auenment D Habitat Management Pennlt O Minor D HIiiside Development Pennlt O Minor D Nonconfonnlng Construction Pennlt uf'Planned Development Pennlt ■ Minor D Residential ■ Non-Residential D Planning Commlaelon Detennlnation D Reaeonable Accommodation & Site Development Plan ■Minor D Special Use Pennlt D Tentative Parcel Map (Minor Subdlvlelon) D Tentative Tract Map (Major Subdlvlelon) D Variance OMinor (FOR DEPT. USE ONLY) Leq#fiftlyf Permits 'PlJD ao l"I- OOt:>j St>~\et-.-,r:,1'2. D General Plan Amendment D Local Coaetal Program Amendment D Maeter Plan D Specific Plan D Zone Change □Amendment □Amendment D Zone Code Amendment South CldUld CfffHf B•mw A,n Permlp D Review Pennlt D Administrative D Minor D Major VIiiage Review Arlt e,,mtts D Review Pennlt D Administrative D Minor D Major (FOR DEPT. USE ONLY) NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTIENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST AT (780) 802-2723 TO SCHEDULE AN APPOINTMENT. •SAME DAY APPOINTMENTS ARE NOT AVAILA8LE ASSESSOR PARCEL NO(S): 212-093-05 and 212-093-12 -------------------------------LO CAT 10 N OF PROJECT: 1950 Camino Vida Roble, Carlsbad, CA 92008 NAME OF PROJECT: BRIEF DESCRIPTION OF PROJECT: PROJECT VALUE (SITE IMPROVEMENTS) FOR CITY USE ONLY (STREET ADDRESS) RAF Pacifica fu.slon New outdoor amenity area proposed over an existing drive-aisle and portions of two parking lots serving an Industrial office building ESTIMATED COMPLETION DATE Development No. pGi/901'1--C>l 38 P-1 Page 1 of 6 Revised 03117 OWNERNAME (PLEASE PRINT) APPLICANT NAME (PLEASE PRINT) INDIVIDUAL NAME Adam Robinson INDIVIDUAL NAME SAME (If applicable): (If appllcable): COMPANY NAME RAF Pacifica Group R.E. Fund IV, LLC COMPANY NAME (If appllcable): (If appllcable): MAILING ADDRESS: 111 C Street. Ste. 200 MAILING ADDRESS: CITY, STATE, ZIP: Encinitas, CA 92024 CITY, STATE, ZIP: TELEPHONE: (858) 314-3116 TELEPHONE: EMAIL ADDRESS: adam@rafpacificagroup.com EMAIL ADDRESS: I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY GAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOV\ILEDGE. SET FORTH HEREIN AUTHORIZED REPRESENTATIVE FOR PURPOS F THI TION. SIG SIGNATURE PRESENTATIVE (Print): Andrew Tarango, SCA Architecture MAILING ADDRESS: 13280 Evening Creek, Ste. 125 CITY, STATE, ZIP: San Diego, CA 92128 TELEPHONE: (858) 793-4TT7 EMAIL ADDRESS: andrewt@sca-sd.com DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. 11\/VE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON E TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE A ND ANY SUCCESSORS IN INTEREST. P-1 Page 2 of6 RECEIVED OCT O l 2019 CITY OF CARLSBAD DATE Sf).~~~tl\_~~}8~~EIVED RECEIVED BY: Revised 03117 ( Cicyof Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE. LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person See attached TIC Agreement Corp/Part. ___________ _ Title ___________ _ Title. _____________ _ Address _________ _ Address. ____________ _ 2. OWNER (Not the owner's agent) Se? A1tA-effe0 TJ(!., M;rteB'M~ P-1(A) Provide the COMPLETE. LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person -----------Corp/Part ___________ _ Ti tie ------------Title. _____________ _ Address. __________ _ Address ____________ _ Page 1 of 2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profitrfrust.________ Non Profitrfrust. _________ _ Title ___________ _ Title. _____________ _ Address. __________ _ Address. ____________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes ~ No If yes, please indicate person(s): ___________ _ NOTE: Attach additional sheets if necessary. Adam Robinson Adam Robinson Print or type name of owner Print or type name of applicant nt's agent if applicable/date Andrew Tarango, SCA Architecture Print or type name of owner/applicant's agent P-1(A) Page 2 of 2 Revised 07/10 scaA RC HITE CT URE December 19, 2019 City of Carlsbad Planning Department Re: CITY OF CARLSBAD PUD 2019-0007/SDP 2019-0012 (DEV 2019-0138) Project Name & Address: RAF Pacifica Group -fu.sion -1950 Camino Vida Roble SCA Project Number: 18034.S02 To Mr. Jason Goff: We've provided the following list of TENANCY IN COMMON owner's list in response to Item 2 oof the Disclosure Statement (P-1 (A)) on the Plan Review Correction List dated October 31, 2019. Per the attached TENANCY-IN-COMMON Agreement the property owners are listed as follows (as shown on page 11 ): ~ RPG -Real Estate Fund IV, LLC 315 S. Coast Hwy, 101, Ste. U-12 Encinitas, CA 92024 Attn: Adam Robinson ~ ARKA Monterey Park, LLC 9350 Wilshire Blvd., Ste #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec AROW 170 Arrowhead Partners, LLC 9350 Wilshire Blvd., Ste. #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec Note: per ARTICLE IV, item 4.1, page 5 of the TENDANCY-IN-COMMON Agreement, REFIV (RPG- Real Estate Fund IV) is the current acting manager for the property. Thank you for your time. Please call of you have any questions or comments. Andrew Tarango Sr. Project Manager K. \18 Projecls\18034.S02 RAF -1950 Cam,no Vida Roble SDP\Adminislrat1ve\Permit Processing\SDP Submitlal\First City comments-103119\18034 S02-TENANCY IN COMMON owner /Jsl- 121919.docx 13280 Evening Creek Drive South I Sui1e 125 i San Diego, CA 92128 TENANCY-IN-COMMON AGREEMENT (1950 Camino Vida Roble) THIS TENANCY-IN-COMMON AGREEMENT (this "Agreemenf'), dated as of June 21, 2019 (the "Effective Date"), is made and entered into by and between RAF Pacifica Group - Real Estate Fund IV, LLC, a California limited liability company ("REFIV"), ARKA Monterey Park, LLC, a Utah limited liability company ("ARKA"), and 170 Arrowhead Partners, LLC, a California limited liability company ("AROW'), each hereinafter referred to individually as a "Tenant' or, collectively, as the "Tenants." Recitals A. The Tenants are or will become the owners and holders of the fee simple title to the real property described in Exhibit A attached hereto and incorporated herein by this reference, which property is commonly known as 1950 Camino Vida Roble, Carlsbad, California 92008 (the "Property"), as tenants-in-common, subject to the terms and conditions of this Agreement. B. The Tenants desire to enter into this Agreement to govern the tenancy-in-common (the "Tenancy-in-Common"} under which they own the Property in order to coordinate all actions taken with respect to the Property on behalf of the Tenants. C. The Tenants intend to hold the Property for investment and subject to leases with third-parties, and intend at all times to hold the Property as tenants-in-common, subject to such leases and any other leases the Tenants enter into for the Property (collectively, the "Leases"), all of which Leases are, and shall be, with independent lessees/tenants, such that the Tenants do not actively operate the Property, either directly or indirectly, as a business, partnership or other venture and shall be entered into by the Tenants in accordance with the terms and conditions of Section 4.1. Agreement The Tenants therefore declare that the Property is and shall be held, occupied, encumbered, leased, rented, used, conveyed and improved only upon and subject to the following covenants, conditions, restrictions and limitations, all of which are hereby declared, established and agreed to be for the purpose of enhancing and protecting the value of the Property. All of said covenants, conditions and agreements shall be binding upon and inure to the benefit of the Tenants and each holder having or acquiring any right, title or interest in the Property or any part thereof and are imposed upon the Property and every part thereof in favor of each and every part and undivided interest therein, as covenants running with the Property. ARTICLE I Declaration of Intention and Acquisition of the Property 1.1. The relationship of the Tenants in the Property is as the above-referenced Tenancy-in-Common, each holding the following separate and undivided interests (the "lnteresf' or, collectively, the "Interests") in and to the Property: 875603v3 -1 - REFIV ARKA AROW Tenant: Interest: 15.00% 67.00% 18.00% The Tenants shall have all the rights and privileges of such relationship as tenants-in-common in accordance with the laws of the State of California, subject, however, to the terms and conditions of this Agreement. 1.2. No Tenant shall have the right to bind any other Tenant, except as expressly set forth herein. 1.3. Notwithstanding any other term of this Agreement, but subject to any prohibitions set forth in any third-party, institutional loan documents encumbering the Property, each Tenant shall have the absolute right, power and authority to seek a partition of the Property at any time during the term of this Agreement. In addition, prior to bringing any partition claim, the Tenant desiring to bring such an action must first offer its Interest to the other Tenants who shall have the right to purchase the offering Tenant's Interest as if the offering Tenant is an Insolvent Tenant under Section 6.2. 1.4. Nothing contained herein shall be deemed to create the relationship of partner or partnership or any relationship other than that of the Tenancy-in-Common. The Tenants have filed or will file an election to be excluded from the partnership provisions of the Internal Revenue Code of 1986, as amended (collectively, the "Coden), and to report their respective share of income, deductions and credit from the Property on their respective tax returns, commencing with the taxable year ending December 31, 2019, and will file any further election required under the Code, as subsequently amended, to preserve such exclusion, including, but not limited to, Section 1.761-2 of the Code (Subchapter K). 1.5. The Tenants may hold the Property for 10 years or more. However, the Tenants shall have the right to require a sale of the Property as set forth in this Agreement. 1.6. The total purchase price for the Property is $20,200,000.00, and the total acquisition cost for the Property, including the purchase price, acquisition fee (described in Section 1. 7), due diligence and closing costs and capital reserves is $20,894,000.00. The Tenants partially financed the acquisition by obtaining an unsecured loan in the principal amount of $12,500,000.00 from Wells Fargo Bank, N.A. The Tenants hereby unanimously approve the foregoing financing. Such financing shall be shared in the same proportion of their respective Interests, and any subsequent financing of the Property shall require the unanimous approval of the Tenants. 1.7. The Tenants shall pay to RAF Pacifica Group, a California corporation ("RAF Pacifica"), at the close of escrow for the acquisition of the Property a one-time fee in an amount equal to 1.00% of the total purchase price for the Property, paid by the Tenants in the same proportion as their Interests, to compensate RAF Pacifica for its services in acquiring the Property. Such fee may be split with others according to the terms of a separate agreement. 1.8. Prior to the close of escrow for the acquisition of the Property, the Tenants contributed the total amount of $8,394,000.00 {the "Contribution") to cover the balance of the acquisition cost. The Contribution was divided among the Tenants as follows: 875603v3 -2- REFIV: $1,259,100.00 ARKA: $5,623,980.00 AROW: $1,510,920.00 The Tenants shall reconcile the Contribution among themselves in order to have each Tenant contribute the portion of the Contribution equal to its percentage Interest. 1.9. RAF Pacifica may receive from the Tenants a fee of up to 5.00% of the total cost of any tenant improvement work or other construction activity on the Property performed on behalf of such owners, as a fee to compensate RAF Pacifica for services rendered in supervising such construction activity. Such fee shall be paid by the Tenants in the same proportion as their Tenancy-in-Common Interests and shall be payable monthly as such construction work progresses. ARTICLE II Income and Expenses of the Property; Additional Contributions of Capital; Distributions; Indemnification 2.1. All income and expenses from the operation, leasing or refinancing of the Property and all profits or shortfalls upon the sale or other disposition of the Property shall be allocated and distributed, or charged, to each Tenant pro-rata in accordance with its Interest. 2.2. All ownership and operation costs associated with the Property, including, but not limited to, costs and expenses incurred in connection with payment of taxes, insurance premiums, utilities, maintenance services, management services, repair services, improvement services, debt service, if any, and all other costs and expenses that may be reasonably necessary in connection with the ownership, operation, sale or leasing of the Property, shall be charged to and paid by each Tenant pro-rata in accordance with its Interest. Such payments shall be made, in the first instance, from revenues produced by the Property before any revenues are distributed to the Tenants. In the event that revenue is insufficient to cover the above-described costs, each Tenant shall pay its pro-rata share of such uncovered costs within 10 days after written demand therefor from the Managing Tenant. In the event that a non-managing Tenant believes that a demand for additional contributions should be made and the Man·aging Tenant refuses to make such demand, such dispute shall be resolved in accordance with Article V. 2.3. If any Tenant fails to timely pay its share of uncovered costs, the other Tenants (each, an uAdvancing Tenant") shall have the following options: (a) to advance the funds necessary to make the payment due from the non- paying Tenant who has failed to make it. Such advances, with interest thereon at 10% per annum or, if greater and allowed by applicable law, at the maximum rate permitted by applicable law (but in no event greater than 18% per annum), shall be repaid to the Advancing Tenant from the first available revenues produced from the Property and available for distribution with respect to the Interest held by the non-paying Tenant. Such repayment shall be in the proportion that each of the Advancing Tenant's Interest bears to each other; or (b) to not make an advance to cover the non-paying Tenant's share of such uncovered costs, but to reduce from the first available funds produced from the Property and available for distribution to the non-paying Tenant, such amount of funds as to pay all interest, 875603v3 -3 - penalties, costs, expenses and damages related to or resulting from such non-paying Tenant's failure to pay such uncovered costs; or. (c) to adjust the Interests of the Tenants in the Property to those percentages calculated by dividing (i) the aggregate contributions (including the Contribution and any subsequent contributions) of the non-paying Tenant, by (ii) the aggregate contributions made by all Tenants. Any such adjustment of the Interests shall be evidenced by a quitclaim deed duly executed and acknowledged by the Tenants and recorded in the office of the County Recorder for San Diego County, State of California, setting forth the adjusted Interests of the Tenants. In the event that the non-paying Tenant is the Managing Tenant, the Advancing Tenant shall have right to designate another Tenant to be the Managing Tenant, subject to acceptance by that designated Tenant. (d) Notwithstanding anything to the contrary contained in this Agreement, each loan under this Section 2.3 shall be due and payable in full on or prior to the 31 st day after any such loan was made or, if earlier, the disposition of the defaulting Tenant's Interest in the Property by sale, transfer or otherwise (including, without limitation, to one or more of the other Tenants). All such loans shall be repaid in reverse order of priority in which they were made (such that loans made last in time will have a higher repayment priority than those made earlier in time) and all such loans having the same repayment priority shall be repaid on a pro rata basis. Any such loan hereunder to a Tenant will be recourse to that Tenant itself, and if any Tenant is a disregarded entity for federal income tax purposes, then any loan made to such Tenant shall be recourse to the owner of such Tenant. 2.4. Revenues derived from the Property, less ownership and operation costs incurred or paid and any reserves for such payments, shall be distributed not less than every three months to the Tenants, pro-rata in accordance with each Tenant's Interest. 2.5. Each Tenant shall protect, defend (including payment of reasonable attorneys' fees and costs, and court costs), indemnify and hold harmless each other Tenant: {a) from and against all debts, liens, judgments or charges of any nature accruing against the Property by reason of any act of the Tenant; and (b) if any other Tenant, in excess of the Tenant's respective Interest, incurs liability for repayment of any loan or indemnifies any lender for a loan obtained and used for the benefit of the Property and/or all Tenants, or discharges any other obligation of all Tenants and/or relating to the Property. ARTICLE Ill No Obllgatlon of Time Devoted to the Business Subject to Article IV, each Tenant may, or may not (but with no Tenancy-in-Common obligation to do so under this Agreement), devote such time and attention to the business of the Tenancy-in-Common as it may desire, and no Tenant will be entitled to draw a salary or receive any compensation for such time and attention. 875603v3 -4- ARTICLE IV Management and Operation of the Property 4.1. Except for situations in which the approval of all the Tenants is expressly required by this Agreement, REFIV will be the current and acting managing tenant under this Agreement (the •Managing Tenant") and will have the authority to manage and control the business and all other affairs with respect to the Property. The Managing Tenant shall have the authority to execute and enter into leases with lessees of the Property on behalf of all Tenants; provided that any such leases that require approval of all Tenants are approved in accordance with this Agreement. 4.2. Except as set forth elsewhere in this Agreement, the following situations require approval of all the Tenants: (a) Sale of the Property; (b) Financing and/or any refinance of the Property, including the negotiation, re-negotiation, and approval thereof; (c) Entering into a lease for any portion of the Property; and ( d) The hiring of any property manager for the Property, other than as set forth in Section 4.2, and the negotiation, renegotiation, and approval of any management contract or agreement with any such property manager {and any extension or renewal of any such contract or agreement), which term shall be renewable for one or more additional one-year periods upon the unanimous approval of the Tenants. 4.3. Upon executing this Agreement, the Tenants will retain a property manager (the "Property Manager") to manage the Property, who will be so re-affirmed and elected, or replaced, as and if necessary, on an annual basis by the Tenants. The Property Manager shall manage the Property under the terms and conditions set forth in a separate management agreement, which separate management agreement will provide, amongst other terms, that the Property Manager will collect the rent or rents and other amounts from the Property, pay bills and vendors, and distribute net proceeds to the various Tenants, as and if available, and necessary, on at least an every 90 day basis. Such management agreement shall provide for a management fee at the then-current commercially reasonable rate, plus reimbursement of costs and customary leasing fees. 4.4. [reserved] 4.5. Pursuant to Section 1.1, various Tenancy-in-Common Interests are created by this Agreement for the Property and will be governed by the terms, covenants and conditions set forth in this Agreement, with an initial group of four Tenants comprising the total aggregate Interests of 100% as of the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement (including in Article V), however, and at any time during the term of this Tenancy-in- Common, at least two or more of the Tenants comprising at least 51 % or more of the Interests in this Tenancy-in-Common (for purposes of this Section 4.4 only; and to be collectively defined as the "Majority Tenants"), may elect to remove and replace either the then-current Managing Tenant and/or the then-current Property Manager, or both, at the sole and absolute discretion of the Majority Tenants and for any reason whatsoever, but to be so elected upon no less than five business days advance written notice to the other Tenants. Any such advance written notice from 875603v3 -5- the Majority Tenants will include the name or names and other contact infonnation for their selected replacement of the Managing Tenant and/or the Property Manager, as applicable (with each to have the same rights, powers and duties as set forth in this Agreement, including to be affirmed as to their respective positions annually); provided, however, that the replacement Managing Tenant, so selected by the Majority Tenants, may actually be one of the Majority Tenants, although no Majority Tenant, nor any other Tenant itself, may be or become the Property Manager under Section 4.2; and provided further, that any such removal and replacement of the then-current Managing Tenant will not reduce nor diminish the so-removed Managing Tenant's Interest in this Tenancy-in-Common (except as otherwise expressly provided in this Agreement). ARTICLEV Mediation and Arbitration 5.1. If a management decision cannot be reached, or if any dispute arises between the Tenants, the Tenants hereby agree: (a) With regard to any and all disputes, claims and/or disagreements (collectively, the "Claims") by, among or between the Property Manager and the Tenants, or between the Tenants or any of them, regarding the Property or its operation, management or disposal, or for any other reason whatsoever, the parties will mediate any Claims between them before resorting to the arbitration procedures set forth in this Agreement. Mediation is the process in which the parties attempt to resolve any Claims by submitting such Claims to an impartial, neutral mediator who is authorized to facilitate the resolution of the Claims, but is not empowered to impose a settlement on the parties. The mediation fee, if any, shall be divided equally between or among the parties involved. Before the mediation begins, the parties agree to sign a document limiting the admissibility in mediation and arbitration of anything said, any admission made and any documents prepared, in the course of the mediation and arbitration, consistent with California Evidence Code Section 1152.5. IF ANY PARTY COMMENCES AN ARBITRATION OR COURT ACTION BASED ON ANY CLAIMS TO WHICH THIS ARTICLE V APPLIES WITHOUT FIRST ATTEMPTING TO RESOLVE THE MATTER THROUGH MEDIATION, THEN IN THE DISCRETION OF THE ARBITRATOR(S) OR JUDGE, THAT PARTY SHALL NOT BE ENTITLED TO RECOVER ITS ATTORNEYS' FEES AND COSTS, AND COURT COSTS, EVEN IF THEY SHOULD OTHERWISE BE AVAILABLE TO THAT PARTY IN ANY SUCH ARBITRATION OR COURT ACTION. However, the filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies shall not in itself constitute a loss of the right to recover attorneys' fees under this Article V. The following claims are excluded from the requirement of mediation under this Agreement: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land sale contract, as defined in California Civil Code Section 2985; (ii) the filing or enforcement of a mechanic's lien; and/or (iii) any matter which is within the jurisdiction of a probate court. (b) BY INITIALING THIS ARTICLE V BELOW, THE PARTIES AGREE TO NEUTRAL BINDING ARBITRATION OF ALL CLAIMS CONCERNING OR IN ANY WAY RELATING TO THE PROPERTY. BY SELECTING ARBITRATION, THE PARTIES ACKNOWLEDGE THEY ARE GIVING UP THEIR RIGHTS TO A JURY OR COURT TRIAL CONCERNING THOSE CLAIMS. THE PARTIES FURTHER ACKNOWLEDGE THAT THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL ARE ALSO AFFECTED. THE PARTIES' AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. ANY CLAIMS, AS SET FORTH ABOVE, SHALL BE DECIDED BY NEUTRAL BINDING ARBITRATION PURSUANT TO 875603v3 -6- THE PROVISIONS OF TITLE IX OF PART 3 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, COMMENCING WITH SECTION 1280 OR ANY SUCCESSOR STATUTES OF SIMILAR EFFECT, AND NOT BY A COURT ACTION, EXCEPT AS PROVIDED BY CALIFORNIA LAW FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR WHO IS A RETIRED SUPERIOR COURT JUDGE. THE PARTIES SHALL ATTEMPT TO AGREE WITHIN 15 DAYS ON THE SELECTION OF THE ARBITRATOR. IF THEY ARE UNABLE TO AGREE, THE SELECTION OF THE NEUTRAL ARBITRATOR SHALL BE IN ACCORDANCE WITH THE PROVISIONS OF TITLE IX OF PART 3 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. THE AGGRIEVED PARTY CAN INITIATE ARBITRATION ONLY BY SENDING A WRITTEN •NOTICE OF INTENTION TO ARBITRATE• BY CERTIFIED MAIL TO THE OTHER PARTY(IES). THE NOTICE MUST CONTAIN A DESCRIPTION OF THE CLAIMS, AND THE REMEDY SOUGHT. IF AND WHEN A NOTICE OF ARBITRATION IS MADE BY A PARTY, THE PARTIES AGREE TO EXECUTE A SUBMISSION AGREEMENT WITHIN 15 DAYS AFTER RECEIPT OF SAME FROM THE ARBITRATOR. THE SUBMISSION AGREEMENT SHALL SET FORTH THE RIGHTS OF THE PARTIES IF THE CASE IS ARBITRATED AND THE RULES AND PROCEDURES TO BE FOLLOWED AT THE ARBITRATION HEARING. NO1WITHSTANDING THE ABOVE, AT LEAST 14 DAYS PRIOR TO THE ARBITRATION HEARING, EACH PARTY MUST MAKE A FULL DISCLOSURE TO THE OTHER PARTY OF: (i) ALL DOCUMENTS TO BE PRESENTED BY SUCH PARTY, AND (ii) ANY WITNESSES TO BE CALLED BY SUCH PARTY. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR($) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CALIFORNIA CODE OF CML PROCEDURE SECTION 1283.05, WHICH SECTION IS INCORPORATED HEREIN BY THIS REFERENCE. THE FILING OF A JUDICIAL ACTION FOR ORDER OF ATTACHMENT, RECEIVERSHIP, CLAIM AND DELIVERY, INJUNCTION, TO PERMIT RECORDING OF A LIS PENDENS OR OTHER PROVISIONAL REMEDIES SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ARBITRATE UNDER THIS ARTICLE V; PROVIDED, SAME IS FILED FOR THE SOLE PURPOSE OF PROTECTING A PARTY'S RIGHTS OR INTERESTS PENDING COMPLETION OF THE ARBITRATION PROCEEDING. Initials of Tenants: ARTICLE VI Qlfpoaltlon ot Interest &.1. Riaht of First on,,. (a) Except as hereinafter provided, if prior to the termination of this Agreement, any Tenant (the •Offering Tenanr) shall desire to sell or otherwise dispose of its Interest in the Property (such Interest being hereinafter referred to as the •onerect Interest") to a person not then a Tenant, it shall first give notice to the non-offering Tenant(s) of its intention to do so. The notice shall specify the amount of the Offered Interest and the price, terms, and conditions of the intended sale or disposal, and if the sale is for consideration other than cash, the cash equivalent value of such non-cash consideration. (b) Within 15 days after the receipt of such notice, the non-offering Tenant(s) shall have the right to acquire all, but not less than all, of the Offered Interest at the price or upon 875803v3 -7- the cash value consideration, and upon the other terms and conditions, specified in the notice from the Offering Tenant. (c) If the non-offering Tenant(s) shall desire to acquire the Offered lr-,terest, such non-offering Tenant(s) shall give the Offering Tenant notice of this intention and shall thereafter comply with the terms and conditions of sale or disposal specified in the notice given by the Offering Tenant. If more than two Tenants comprise the Tenancy-in-Common, and more than one non-offering Tenant elects to purchase the Interest of the Offering Tenant, the Interest of the Offering Tenant shall then be acquired by the non-offering Tenant(s) in the proportion that the lnterest(s) of the non-offering Tenant(s) bear to each other. (d) If none of the non-offering Tenants desire to acquire the Offered Interest, the Offered Interest may be sold or disposed of to any other party, but not at a price or for consideration or upon terms and conditions more favorable than those specified in the notice already given by the Offering Tenant to the other Tenant(s). In addition, any party acquiring the Offered Interest shall agree to be bound by the terms of this Agreement and shall immediately execute an amendment to this Agreement, which amendment shall reflect the addition of the new party as an additional Tenant(s). (e) Any sale or other type of disposition of a Tenant's Interest made by an Offering Tenant, upon the failure of any of the non-offering Tenants to exercise their rights under this Section 6.1, shall be consummated within 180 days after expiration of the 15 day period set forth in Section 6.1 (b); otherwise, the offering Tenant's Interest shall be offered again to the Tenant(s) in accordance with the provisions of this Article VI. (f) If the disposition of any Tenant's Interest is to be accomplished through the use of a qualified exchange under Section 1031 of the Code, the provisions of Sections 6(a) through (e) shall apply, and the non-offering Tenants shall cooperate with the disposing Tenant as may be reasonably necessary; provided, however, that any cooperating Tenant shall not be obligated to act as an accommodator, take title to any other property or to incur any additional liability or expense because of such exchange. (g) The terms of this Article VI shall not apply to sales or transfers of a Tenant's Interest by way of an assignment of such Interest to any entity owned or controlled by the Tenant making such assignment where the Tenant's transferee is owned and controlled by the Tenant's principals in the same manner and proportion as they own Tenant. 6.2. Purchase Upon Insolvency. (a) If any Tenant (the "Insolvent Tenanf) at any time shall commit an Act of Insolvency (as defined in this Section 6.2), the remaining Tenant(s) shall have the right and option (but not the obligation), exercisable by notice to the Insolvent Tenant, its successors or representatives, to acquire the Interest of the Insolvent Tenant in the Tenancy-in-Common at a price equal to the amount the Insolvent Tenant would have been entitled to receive if the Tenant(s) had sold the Property for its fair-market value, in accordance with Paragraph 6.2(c), as of the date that any Act of Insolvency was committed, or the date of the first Act of Insolvency, if more than one, and the Tenant(s) had immediately paid all typical selling costs (broker fees, transfer taxes, loan prepayment charges, escrow and title charges, etc.) and all liabilities encumbering or relating to the Property and distributed the net proceeds to each Tenant in satisfaction of their respective Interests in the Tenancy-in-Common. The closing of the purchase and sale of the Insolvent Tenant's Interest in the Tenancy-in-Common shall take place on the closing date specified in the remaining Tenant's notice, which shall be not more than 60 days after the date of B75603v3 -8- said notice (the "Closing Date"). Such notice shall be given within 180 days after the Act of Insolvency becomes known to any remaining Tenant(s). As used in this Agreement, each of the following shall constitute an "Act of Insolvency" if such act or event is not cured or otherwise caused ·to be set aside within 60 days after its occurrence: (i) a bankruptcy case with respect to the Tenant is commenced under the Bankruptcy Code or under any state or federal statute respecting bankruptcy; or (ii) a receiver is appointed for all or substantially all of the business assets of a Tenant on the ground of insolvency; or {iii) a Tenant makes a general assignment for the benefit of its creditors. (b) The purchase price shall be paid by the remaining Tenant(s) to the Insolvent Tenant in cash on the Closing Date. (c) The fair-market value of the Property shall be determined by an independent appraiser acceptable to all Tenants, who shall be a member of the American Institute of Real Estate Appraisers,. and familiar with properties in the Encinitas, California area. The appraiser shall be instrµcted to determine the amount that the Property would be sold for at an all cash sale, subject to all non-monetary encumbrances of record, including existing lease{s). If all Tenants do not agree within 10 days upon one such appraiser, then each shall appoint one such appraiser within 10 days after written request by a Tenant, and a third (or fourth, as the case may be) appraiser shall be selected by the appointed appraisers. If a Tenant shall fail to timely appoint an appraiser after such written request, the appraiser{s) appointed by any other Tenant(s) shall select the second (or third, as the case may be) appraiser within 10 days after such Tenant's failure to appoint, and the two or three appraisers so appointed will appoint a third (or fourth, as the case may be) having the same minimum qualifications. The fair-market value of the Property shall be the average of the valuations of the Property as determined by each of such appraisers; provided, however, if such average deviates more than 10% from the median of such valuations, the fair-market value shall be the average of the two closest valuations. If the parties agree on one appraiser, each shall pay its pro-rata share of the fees and costs of such single appraiser, in proportion to its Interest. Otherwise, each Tenant shall be responsible for the fees and costs of its separately appointed appraiser (or of the appraiser appointed for such Tenant), and each shall pay its proportionate share of the fees and costs of the third (or fourth, as the case may be) appraiser in proportion to its Interest. Once the fair market value of the Property has been determined, then the purchase price shall be calculated by the Tenants' outside accountant (or if none, the purchasing Tenant's outside accountant) based on the Property-related liabilities and obligations of the Tenants, including monetary liens against the Property, that are in existence as of the month end preceding the closing date. ARTICLE VU Buy/Sell Agreement 7.1. Buy/Sell With Third Party Offer. Should at any time the Tenancy-in-Common be comprised of two or more Tenants, and a bona fide offer from a third-party ("Third-Party Offer") is received by the Managing Tenant to purchase the Property, then by a vote conducted by the Managing Tenant, and approved by one or more Tenants with an Interest of 20% or greater, the sale shall be approved; provided that: B7S603v3 -9 - (a) If the sale is approved, any Tenant(s) not wanting to sell shall have the right to buy the Interests of those Tenant(s) who voted to sell (and if exercised, then the sale to the third-party shall not be consummated). In such event, the price and terms of the lnterest{s) being purchased shall be equal to the price and terms being offered by the Third-Party Offer, adjusted on a pro rata basis. Any Tenant(s) who voted not to sell must notify in writing those Tenant{s) who voted to sell (within seven days after receiving written notification by the Managing Tenant of the outcome of the vote) of their intention to exercise this provision. All terms and conditions of the Third-Party Offer shall apply; however, notwithstanding any other provision of this Article VI I, a purchasing Tenant shall have a minimum of 90 days from the date of the vote under Section 7 .1 to consummate its purchase. (b) In order to be valid, the Third-Party Offer must: (i) be from an entity reasonably capable of consummating the transaction; and (ii) provide for a closing no later than 120 days after acceptance of the Third-Party Offer. 7 .2. Sale, Condemnation or Destruction of Property. If the Property is sold, condemned or destroyed, then the net proceeds received as a result of the sale, condemnation or destruction shall be divided and distributed in the following order of priority: (a) first, to the payment of debts and liabilities attributable to the Property (including expenses incurred in collecting such proceeds); and (b) the balance then remaining will be distributed to the Tenants pro-rata in accordance with their respective Interests. 7 .3. Buy/Sell With No Third-Party Offer. Should, at any time after the date which is 12 months from the date that the Tenants acquire title to the Property, the Tenancy-in-Common be comprised of two or more Tenants, and one Tenant with an Interest equal to or greater than 20% shall desire to cause a sale of the Property but the other Tenants do not agree to sell the Property, then any Tenant may send a written notice to the other Tenant(s) electing to sell the Property. Upon receipt of such written notice, the Tenants shall determine the fair-market value of the Property in accordance with Paragraph 6.2(c). After the fair-market value of the Property has been determined, the Property shall be listed for sale at a price not to exceed 105% of the fair-market value and for a period of six months, unless the Tenant(s) receiving the written notice elect(s) to buy the Interest of the Tenant sending the notice for the price and on the terms described in Section 6.2 as if the notifying Tenant had committed an Act of Insolvency on the date that the notice was sent under this Section 7.3. If the Tenant(s) receiving the written notice do not elect to buy such Interest, then the Tenants shall sell the Property to the first prospective buyer who submits an offer within the six months listing period, for a price that is not less than 95% of the fair-market value as determined above, with the price to be paid all cash, with customary escrow terms and closing costs and through an escrow that closes no later than 120 days after acceptance of the offer. 875603v3 -10 - ARTICLEVIU This Agreement shall take effect on the Effective Date, and shall terminate, except for any undischarged payments, assessments or other obligations due under this Agreement on the part of any Tenant, upon the first to occur of the following events: (a) termination by agreement of all of the Tenants; (b) the sale or other disposition of all Tenants' undivided Interests in the Property, such that only one owner of the Property remains; or (c) the expiration of 30 years from the Effective Date. ARTICLE IX Miscellaneous 9.1. Notices. Any and all notices and demands under this Agreement shall be written and given by (i) personal delivery, (ii) certified mail, return receipt requested, postage prepaid, or (iii) overnight courier service such as Federal Express or UPS; provided the sender retains proof of the delivery/transmission thereof and at the same time sends notice by postage prepaid regular first class mail, to the parties at their respective addresses below, or such addresses as last requested thereby in writing. Addresses for Notices: TO: REFIV TO: ARKA TO: AROW RPG -Real Estate Fund IV, LLC 315 S. Coast Hwy 101, Ste U-12 Encinitas, CA 92024 Attn: Adam Robinson ARKA Monterey Park, LLC 9350 Wilshire Blvd, Ste #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec 170 Arrowhead Partners, LLC 9350 Wilshire Blvd, Ste #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec 9.2. No Partnership. Nothing in this Agreement shall be construed to consider the Tenants as partners or joint ventures, nor constitute any Tenant the agent of another or in any manner limit the parties in the carrying on of their respective businesses or activities. 9.3. Books and Records. The Property Manager shall maintain proper books and records for the Property and the Leases. The Tenants and their agents shall have the right to examine and copy the books and records at any time and the Property Manager shall make the books and records available upon a Tenant's request. 876603v3 -11 - 9.4. Attorneys' Fees. In the event of any arbitration, action, suit, or proceeding brought under or in connection with this Agreement, the prevailing Tenant shall be entitled to recover, and the other Tenants agree to pay, the prevailing Tenant's reasonable costs and expenses in connection therewith, including reasonable attorneys' fees and costs, court costs, and costs to enter or enforce any arbitration award. 9.5. Successors and Assigns. Each of the terms, conditions, and provisions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the respective parties. 9.6. Further Acts. Each Tenant agrees to perform any further reasonable acts and execute and deliver any reasonable documents which may be reasonably necessary or desirable to carry out the provisions of this Agreement. 9.7. Direction In WIii. As to each individual Tenant, each agrees to insert in his/her Will a direction and authorization to his/her executor to fulfill and comply with the provisions hereof, and to sell his/her Interest in the Property in accordance herewith, but the terms and provisions of this Agreement shall be binding and controlling, despite the failure of any Tenant to so do. 9.8. Headings. Article, Section, and Paragraph headings are for convenience only and shall not be construed as part of this Agreement. 9.9. Severabllitv. In the event any provision(s) in this Agreement are, or are for any reason adjudged to be, unenforceable, such provision(s) shall be disregarded, and the remaining provisions hereof shall subsist and be carried into effect. 9.1 O. Waiver of Right to Jury. With respect to any dispute arising under or in connection with this Agreement, as to which, despite the arbitration requirement set forth above, legal action nevertheless occurs, no Tenant shall have the right to trial by jury, and each Tenant hereby irrevocably waives such right. 9.11. Remedies Cumulative; Enforceability. Except as otherwise expressly provided in this Agreement, no remedy conferred upon or reserved to the Tenants herein shall be exclusive, and each and every remedy shall be cumulative. The Tenants acknowledge and agree that the rights granted to the Tenants under this Agreement are of a special and unique kind and character and that, if there was a breach of any material provision of this Agreement, the non-breaching Tenants would not have an adequate remedy at law. It is expressly agreed, therefore, that the rights of the Tenants under this Agreement shall be enforceable by a decree of specific performance. 9.12. Advice of Counsel. Each Tenant acknowledges that he/she/it has been represented (or has had the opportunity to be represented) in the preparation and signing of this Agreement by his/her/its own legal counsel. 9.13. Counterparts. This Agreement may be signed in counterparts (including via "PDF" or other electronic signature), and all such counterparts together, or a copy of this Agreement with all of the executed signature pages, shall constitute the fully-executed Agreement. 875603v3 -12 - 9.14. Authoritv. Each signatory executing this Agreement on behalf of an entity affirms that he/sheflt is authorized and empowered by such entity to execute this Agreement and represents such entity in the capacity stated. 9.15. Amendments. This Agreement may be amended only in writing signed by all Tenants. 9.16. Mutual Indemnity Among Tenanta. Each Tenant agrees to indemnify, defend and hold harmless {including reasonable attorneys' fees and costs, and court costs) the other Tenants because of any debts, liens, judgments or charges of any nature accruing against him/her/it or the Property, in whole or in part, by reason of any act of such Tenant taken in contravention of any of the terms of this Agreement. 9.17. lndemnltv .by Leyees. The Tenants shall use reasonable efforts to obtain leases and other agreements for the Property which provide that any lessee or licensee thereunder shall fully indemnify and hold harmless {including reasonable attorneys' fees and costs, and court costs) each Tenant. jointly and severally, from any and all damages, claims. liabilities or expenses arising out of his/herfrts use of the Property. Upon the renewal or modification of any existing Lease, if the Lease does not already have such a provision, the Tenants will use reasonable efforts to obtain it. 9.18. Tenants' Indemnity of Property Manager. Excluding the negligence and/or willful misconduct of the Property Manager, the Tenants, jointly and severally, shall indemnify, defend and hold harmless (including reasonable attorneys' fees and costs, and court costs), and pay all costs, expenses, losses, damages and liabilities of, and claims and judgments against, the Property Manager resulting from any act by the Property Manager that was a prudent business decision done in good-faith and for the benefit of all the Tenants. [TEXT CONCLUDED WITH SIGNATURES ON NEXT PAGE] 875603v3 -13 - The Tenants have executed this Agreement as of the Effective Date. RAF PACIFICA GROUP-n.Kl""-~STATE FUND IV, LLC, a California limited liabili y ARKA Monterey Park, LLC, a utah limited liability company, By: SMB I Group, LP., a Delaware limited partnership Its Sole and Managing Member By: K Associates, a California general partnership Its General Partner ~~ Its: General Partner 170 ARROWHEAD PARTNERS, LLC a California limited liability company By: K Associates, a California general partnership :,w;;: Nada: ~ Title: _.- 875CI03l,3 -14- I • EXHIBIT A Legal Description of the Property See attached. B75603v3 Ccicyof Carlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: RAF Pacifica fu.sion APPLICANT NAME: Andrew Tarango, SCA Architecture Development Services Plannl111 Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: This appllcatlon Is being submitted for a Minor SDP and Minor PUD. The project consist of a new outdoor amenity area proposed over an existing drlve-alsle and portion of two parking lots serving an Industrial office bulldlng at 1950 Camino Vida Roble. The project site Is approximately 10.93 acres and Is currently developed with a two-story Industrial office bulldlng and parking lot. The proposed project was previously prellmlnarlly reviewed under PRE 2019-0016 (DEV 2019-0138) and the resulting comments, dated August 12, 2019 have been addressed and Included In this appllcatlon. P-1(B) Page 1 of 1 Revised 07/10 C Cicyof Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section-65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): ■ The development project and any alternatives proposed in this application are not contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. D The development project and any alternatives proposed in this application m contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Andrew Tarango, SCA Architecture Address: 13280 Evening Creek Dr., Ste. 125 San Diego, CA 92128 Phone Number: (858) 793-4777 PROPERTY OWNER Name: Adam Robinson Address: 111 2nd Street, Ste. 200 Encinitas, CA 92024 Phone Number: (858) 314-3116 Address of Site: 1950 Camino Vida Roble, Carlsbad, CA 92008 Local Agency (City and county): Carlsbad and San Diego County Assessor's book, page, and parcel number: 212-093-05 and 212-093-12 Specify list(s):_n_la ________________________ _ Regulatory Identification Number:_n_/a ___________________ _ Date of List: n/a '--------------------=-------- The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C) Page 1 of2 Revised 02/13 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: 12119119 (To be completed by City) Application Number(s): PUD 2019-0007 and SDP 2019-0012 (DEV 2019-0138) General Information 1. Name of project: RAF Pacifica Group fu.sion site amenity 2. Name of developer or project sponsor: _R_A_F_P_a_c_if_ic_a_G-r_o_u_p ________ _ Address: 315 S. Coast Hwy. 101, Ste. U-12 City, State, Zip Code: Encinitas, CA 92024 Phone Number: (858) 314-3116 3. Name of person to be contacted concerning this project: Andrew Tarango, SCA Address: 13280 Evening Creek Drive, Suite 125 City, State, Zip Code: San Diego, CA 92128 Phone Number: (858) 793-4777 4. Address of Project: 1950 Camino Vida Roble Assessor's Parcel Number: 212-093-05 and 212-093-12 5. List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: n/a 6. Existing General Plan Land Use Designation: Pl (Planned Industrial) 7. Existing zoning district: P-M (Planned Industrial) 8. Existing land use(s): ______________________ _ 9. Proposed use of site (Project for which this form is filed): ___________ _ Project Description 10_ Site size: 10.93 acres (7.42 Lots 33 & 34 and 3.51 acres Lot 32) 11. Proposed Building square footage: _1_2_1_,5_4_1_s_.f_. ____________ _ 12: Number of floors of construction: _2 _________________ _ 13. Amount of off-street parking provided: _4_6_7_s_p_a_c_e_s ____________ _ 14. Associated projects: _n_la _____________________ _ P-1(D) Page 2 of 4 Revised 07/10 15. If residential, include the number of units and schedule of unit sizes: _n_/_a _______ _ 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: ___________________ _ Proposed Office: 102,364 s.f., Proposed R&D: 6,794 s.f. Proposed Industrial: 6,546 s.f. Proposed Warehouse: 5,837 s.f. 17. If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ Sterilization of product, quality control and packaging. Existing grade and truck well loading. 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: _______ _ n/a 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: __________________ _ n/a P-1(0) Page 3 of 4 Revised 07/10 Are the following items applicable to the project or its effects? Discuss all items checked yes (attach additional sheets as necessary). Yes No 20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial D 0 alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or D 0 roads. 22. Change in pattern, scale or character of general area of project. 0 D 23. Significant amounts of solid waste or litter. D 0 24. Change in dust, ash, smoke, fumes or odors in vicinity. D 0 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or D 0 alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. D 0 27. Site on filled land or on slope of 10 percent or more. D 0 28. Use of disposal of potentially hazardous materials, such as toxic substances, D 0 flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, D 0 etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). D 0 31. Relationship to a larger project or series of projects. D 0 Environmental Setting Attach sheets that include a response to the following questions: 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of ~d b~ Date: 12119119 Signatur . / ~~ For: Andrew Tarango, SCA P-1(0) Page 4 of 4 Revised 07/10 sca A RC H I T E CT U R E December 19, 2019 City of Carlsbad Planning Department Re: CITY OF CARLSBAD PUD 2019-0007/SDP 2019-0012 (DEV 2019-0138) Project Name & Address: RAF Pacifica Group-fu.sion -1950 Camino Vida Roble SCA Project Number: 18034.S02 To Mr. Jason Goff: We've provided the following document in association with EIA Information Form (P-1(D)) on the Plan Review Correction List dated October 31 , 2019. DESCRIPTION: The project site is currently a driveway with one-sided parking located directly East (behind) the building located at 1950 Camino Vida Roble (Lots 33 & 34) and straddling the property line of the adjacent property (Lot 32) which is currently a parking lot. Lot 32 is topographically located +/-5'-0" above the adjacent Lot 33 & 34 property with a 2:1 landscaped slope, existing steps and access drive. This proposed project will eliminate the driveway and one-sided parking to create an outdoor pedestrian amenity area to include patios, shade structures, meeting pods, volleyball court, half basketball court, outdoor seating amphitheater, barbeque, fire pits and other outdoor elements. Thank you for your time. Please call of you have any questions or comments. Existing driveway to be modified 13280 Evening CreeK Drive South Suite 125 S2n D ego CA 9212R . . . Proposed amenity area The adjacent properties (North and West) have been developed as office and/or industrial buildings which are compatible with this use. The property to the south has been developed as a hotel and the properties finished grade is located well below this proposed project site. All of the street and setback plant materials will remain consistent with the existing park standards while the amenity area planting will be developed with drought or low water tolerant species. Please call of you have any questions or comments. Andrew Tarango Sr. Project Manager K \18 Proj«;ts\18034 S02 RAF -IQ50 Camino Vida Rohl& SOPv\dmmiS1rat1velP&rmlr ProcessmglSDP SvbmfttaflFirst City comments-1031 tQ\18034 S0Z•EIR lnform8'1011-121P1Q docx {_ Cicyof Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1{E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www .ca rlsbadca .gov Time limits on the processing of discretionary projects established by state law do not start until a project application is deemed complete by the City. The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete. Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete. If it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will start upon the date of the completion letter. If you have any questions regarding application submittal requirements (i.e., clarification regarding a specific requirement or whether all requirements are necessary for your particular application) please call~nO. Applicant Signature: -~""""'"4+---"";__-,-______________ _ Staff Signature: e~1~0 ~0 Date: To be stapled with receipt to the application P-1(E) Page 1 of 1 Revised 07/10 City of Carlsbad Climate A •. Jn Plan Consistency Checklist STEP 1: LAND USE CONSISTENCY The first step in determining CAP consistency for discretionary development is to assess the project's consistency with the growth projections used in the development of the CAP. This section allows the city to determine a project's consistency with the land use assumptions used in the CAP. Projects found not to be consistent with the CAP's land use assumptions and that are projected to emit at or above the CAP screening threshold of 900 metric tons of CO2 equivalent (MTC02e) GHG will be subject to a project- specific analysis of GHG emissions' impact on the environment in accordance with the requirements of the California Environmental Quality Act (CEQA). This may result in GHG-reducing mitigation measures applied as a condition of project approval in addition to compliance with the CAP ordinance requirements identified in Step 2 of this checklist. Checklist Item (Check the appropriate box llld provide an expanation and supporting doClmentation f<J' 'PK answer) A Is the proposed project consistent with the existing General Plan land use and specific/master plan or zoning designations? OR, If the proposed project is not consistent with the existing land use plan and zoning designations, does the project include a land use plan and/or specific plan, master plan or zoning designation amendment that would result in an equivalent or less GHG-intensive project when rompared to the existing designations? Y• No ■ □ If ''Yes", proceed to Step 2 of the checklist. For the second option under Question A above, provide estimated project-related GHG emissions under both existing and proposed designation(s) for romparison. GHG emissions must be estimated in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan. If "No", proceed to Question B. B. The CAP established a screening threshold of 900 MTCCne/year for new development projects to assist in detennining consistency with the CAP. The types and sizes of typical projects listed below have been detennined to correspond to the CAP screening threshold. Will the proposed land use change result in the ronstruction of less than any one of the following? • Single-Family Housing: 50 dwelling units • Multi-Family Housing: 70 dwelling units • Office: 35,000 square feet • Retail Store: 11,000 square feet • Grocery Store: 6,300 square feet • Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions analysis to determine whether It is below the 900 MTCCne/year screening threshold. If ''Yes", proceed to Step 2 of the checklist □ □ If "No", the project's GHG impact is potentially significant and must be analyzed in acrordance with CEQA Applicant must prepare a Self-developed GHG emissions reduction program in acrordance with the C~ of Ca~sbad Guidance to Demonstrating Consistency with the Climate Action Plan to demonstrate how It would offset the increase in emissions over the existing designations. The project must inrorporate each of the applicable measures identified in ~ to mitigate cumulative GHG emissions impacts unless the decision maker finds that a measure is infeasible in acrordance with California Environmental Qual~ Act Guidelines Section 15091. Mitigation in lieu of or in addition to the measures in~ may be required, depending on the results of the project-specific GHG impact analysis. Proceed and romplete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist P-30 Page 2 of 7 Revised 04/19 City of Carlsbad Climate Ac . Plan Consistency Checklist STEP 2: CAP ORDINANCE COMPLIANCE REQUIREMENTS Completion of this checklist will document a project's compliance with CAP ordinances, and in tum, demonstrate consistency with the applicable measures and actions of the CAP. The compliance requirements in this Step 2 apply to development projects that require a building permit. All other development projects shall implement all emissions-related mitigation measures from the General Plan Update EIR. Project No./Name: RAF Pacifica fu.slon ---------------------------------Property Address/APN: 1950 Camino Vida Roble, Carlsbad, CA APN: 212-093-05 and 212-093-12 Applicant Name/Co.: Andrew Tarango, SCA Architecture c/o RAF Pacifica Group Applicant Address: 13280 Evening Creek Drive, Suite 125 San Diego, CA 92128 Contact Phone: (858) 793-4777 Contact Email: andrewt@sca-sd.com Contact information of person completing this checklist (if different than above): Name: SAME Contact Phone: Company name/address: Contact Email: Use the table below to determine which sections of the Ordinance Compliance checklist are applicable to your project. If your project includes alterations or additions to an existing building, please contact the Carlsbad Building Division for assistance in estimating building permit valuation, by phone at 760-602-2719 or by email at buildinq@carlsbadca.gov. Estimated Building Permit Valuation (BPV): $ _______ _ D Residential □ New construction I 2A, 3A and 4A □ Alterations: □ 8PV :ii!: $60,000 1A All residential alterations □ BPV :ii!: $60,000 1Aand 4A 1-2 family dwellings and townhouses with attached garages □ Electrical service panel upgrade 4A only Multi-family dwellings only where interior finishes are removed □ BPV :ii!: $200,000 1Aand 4A and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed I ■ Nonresidential □ New construction I 1B, 28, 38, 48 and 5 ■ Alterations: P-30 Page 3 of 7 Revised 04/19 I City of Carlsbad Climate Ac •• -..,n Plan Consistency Checklist □ BPV :ii!: $200,000 or additions :ii!: 1,000 1B, 5 square feet ■ BPV :ii!: $1 ,000,000 1B, 2B and 5 Building alterations of :ii!: 75% existing gross floor area □ :ii!: 2,000 sq. ft. new roof addition 2B and 5 1 B also applies if BPV :ii!: $200,000 Cbtcldllt- a.1110.-......... ml1Mlt11tfelftd lllllllcll-•pallldt----illlllll ........... j 1. Energy Efflclency Please refer to Car1sbad Ordinance No. CS-347 and the California Green Building Standards Code (CAI.Green) for more information when completing this section. A. D Residential addition or alteration ~ $60,000 building pennlt valuation. See Ord. CS-347, Section 8. Year Built Single-family Requirements D Before 1978 Select one: D Duct sealing D Attic insulation D Cool roof D 1978 and later Select one: D Lighting package D Water heating package D Between 1978 and 1990 D 1991 and later D NIA'----------- □ Exception: Home energy score c!: 7 (attach certification) Multl.famlly Requirements D Attic insulation Select one: D Attic insulation D Duct Sealino D Cool roof Select one: D Lighting package D Water heating package 8. ■ Nonresidential" new construction or alterations ~ $200,000 building pennlt valuation, or additions~ 1,000 square feet □ NIA ________ _ See CALGreen Appendix AS, Discussion AS.2, as amended In CS-347, Section 3. AS.203.1.1.1 D OUtdoor lighting: .90 Allowed Outdoor Lighting Power D NIA AS.203.1.1.2 D Restaurant service water heating (comply with California Energy Code Section 140.5, as amended) ■ NIA AS.203.1.2.1 Choose one as applicable: D .95 Energy budget D .90 Energy budget D NIA AS.211.1."" D On-site renewable energy D NIA AS.211 .3"" D Green power (if offered by local utility provider, 50% minimum renewable sources) D NIA AS.212.1 D Elevators and escalators D N/A AS.213.1 D Steel framing ■ N/A P-30 Page 4 of 7 Revised 04/19 City of Carlsbad Climate Ac • ....,11 Plan Consistency Checklist • lndudes hotels/motels and high-rise residential buildings ** For alterations~ $1,000,000 BPV and affecting > 75% existing gross floor area, or alterations that add 2,000 square feet of new roof addition: comply with California Energy Code section 120.10 instead. I 2. Photovoltaic Systems A. D Resldentlal new construction (for bulldlng pennlt applications submitted after 1/1/20). Refer to 2019 California Energy Code section 150.1 (c) 14 for requirements. Note: If project Includes Installation of an electric heat pump water heater pursuant to Carlsbad ordinance CS-348, Increase system size by .3kWdc If PV offset option Is selected. Floor Plan ID (use additional CFA #d.u. Calculated kWdc* sheets if necessary) Total System Size: kWdc = (CFAx.572) / 1,000 + (1.15 x #d.u.) *Formula calculation where CFA = conditional floor area, #du = number of dwellings per plan type If proposed system size is less than calculated size, please explain. Exception D D D D kWdc B. ■ Nonresidential new construction or alterations ~1,000,000 BPV and affecting l!:75'/4 existing floor area, or addition that Increases roof area by l!:2,000 square feet Please refer to Carlsbad Ordinance CS-347, Section 6 when completing this section. Choose one of the following methods: ■ Gross Floor Area (GFA) Method GFA: 121,541 s.f. D If< 10,000s.f. Enter. 5 kWdc Min. System Size: 1,824 kWdc ■ If:'!: 10,000s.f. calculate: 15 kWdcx (GFA/10,000) .. ... Round building size factor to nearest tenth, and round system size to nearest whole number. D Time-Dependent Valuation Method Annual TDV Energy use: ... ____ _ x .80= Min. system size: ___ _ kWdc ... Attach calculation documentation using modeling software approved by the Califomia Energy Commission. P-30 Page 5 of 7 Revised 04119 City of Carlsbad Climate Act fl Plan Consistency Checklist . . 3. Water Heating A D Residential and hotel/motel new construction Please refer to Carlsbad Ordinance CS-347 and Cs-348 when completing this section. D For systems serving Individual dwelling units choose one: D Heat pump water heater AND compact hot water distribution AND drain water heat recovery (low-rise residential only) D Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.1 O (for high rise residential hotel/motel) or 150.1(c) 14 (for low-rise residential) D Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification D Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors D Exception: D For systems serving multiple dwelling units, install a central water-heating system with all of the following: D Gas or propane water heating system D Recirculation system per CS-347 (high-rise residential, hotel/motel) or CS-348 (low-rise residential) D Solar water heating system that is either: D .60 solar savings fraction or 40 s.f. solar collectors D .40 solar savings fraction, plus drain water heat recovery D Exception: B. D Nonresidential new construction Please refer to Carlsbad Ordinance CS-347 when completing this section. D Water heating system derives at least 40% of its energy from one of the following (attach documentation): D Solar-thermal D Photovoltaics D Recovered energy D Water heating system is (choose one): D Heat pump water heater D Electric resistance water heater(s) D Solar water heating system with .40 solar savings fraction □ Exception: I 4. Electric Vehlcle Charging A. D Residential New construction and major alterations* Please refer to Carlsbad Ordinance CS-349 when completing this section. D One and two-family residential dwelling or townhouse with attached garage: D One EVSE ready parking space required D Exception : □ Multi-family residential· D Exception · Total Parking Spaces EVSESpaces Proposed Caoable I Ready I I I Calculations: Total EVSE spaces = .10 x Total parking (rounded up to nearest whole number) EVSE Installed = Total EVSE Spaces x .50 (rounded up to nearest whole number) EVSE other= Total EVSE spaces -EVSE Installed (EVSE other may be "Capable,• "Ready" or "Installed.") P-30 Page 6 of 7 Installed I Total I Revised 04/19 . . . City of Carlsbad Climate A •. .1n Plan Consistency Checklist . . *Major alterations are: (1) for one and two-family dwellings and townhouses with attached garages, alterations have a building permit valuation:.?: $60,000 or include an electrical service panel upgrade; (2) for multifamily dwellings (three units or more without attached garages), alterations have a building permit valuation~ $200,000, interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed. B D Nonresidential new construction (Includes hotels/motels) □ Exception · Total Parking Spaces EVSE Spaces Prooosed Capable Ready Installed Total Calculation: Refer to the table below: Total Number of Parking Spaces provided Number of required EV Spaces Number of required EVSE Installed Soaces □ 0-9 1 1 □ 10-25 2 1 □ 26-50 4 2 □ 51-75 6 3 □ 76-100 9 5 □ 101-150 12 6 □ 151-200 17 9 □ 201 and over 10 percent of total 50 percent of Required EV Spaces 5. ■ Transportation Demand Management (TDM) A. List each proposed nonresidential use and gross floor area (GFA) allocated to each use. B. Employee ADT/1 ,000 square feet is selected from the City of Carlsbad Employee ADT Table. Use GFA Employee ADT/1,000 S.F. Total Employee ADT Office 121,541 s.f. 1,580 1,580 Total 1,580 If total employee ADT is greater than or equal to 110 employee ADT, a TOM plan is required. ~OTE: Notwithstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P.11 requires new development that adds vehide traffic to vehide L05-exempt street facilities to implement TOM and transportation system management strategies. Please consult with City of Carlsbad Land Development Engineering (LOE) staff to determine whether this policy applies to your project. TOM plan required: Yes I No □ LOE Staff Verification: □ _____ (staff initials) P-30 Page 7 of 7 Revised 04/19 ( City of Carlsbad ti'Nsmocnotrs · .. 1,~• ... JV'•~J'0~,,,,.,'1"t-~,·,,,1.{...:.w.c.,,,.t STORM WATER STANDARDS QUESTIONNAIRE E-34 Development Services I.and Development Engineering 1635 Faraday Aven.ue (760) 602-2750 www .. carlsbad.ca.gov To address post-development pollutants th.at may be generated from development projects, the city requires that new development and significant redevelop1T1ent priority projects incorporate Permanent Storm Water Best Management Practices (BMPs) into the project design per Carlsbad BMP Design Manual (BMP Manual). To view the BMP Manual, refer to the Engineering Standards (Volume 5). This questionnaire must be completed by the applicant in advance of submitting for a development application (subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of storm water standards that must be appljed to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'STANDARD PROJECT' requirements or be subjeq.,to 'PRIORITY DEVELOPMENT PROJECT' (PDP) requirements. Your responses to the questionnaire represent an initial assessment of the proposed project conditions and impacts. City staff has responsibility for making the final assessment after submission of the development application. If staff determines that the questionnaire was Incorrectly filled out and is subject to more stringent storm water standards than initially assessed by you, this will result in the return of the development application as incomplete. In this case, please make the changes to the questionnaire and re.submitto the city. If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the questions, piease seek assistance from Land Development Engin~ring staff. A completed and signed questionnaire must be submitted with each development project application. Only one completeg and signe:d questionnaire is required when multiple development applications for the same project are submitted concurrently. $t~ttt.~llf~~§fif.~~~~\~~i~A~1ill¥Jl?llt\~1~f~Re~aE¢Ji1NffQaMAT.10'N'fft~~f!Tt~t~ri.~llitll~~tff~ij~Jl~t~~~lt1Sif~t~~1}t~~l PROJECT NAME: RAF Pacifica Group Fusion -Outdoor Amenity Area PROJECT ID: PRE 2019-0016 ADDRESS: 1950 Camino Vida Roble, Carlsbad, CA 92008 APN: 212~093-12, & -05"'.00 The project is (check orie): □·New Development !XI Redevelopment Tt,e total proposed disturbed area is: 80,600 ft2 ( 1.85 ) acres The tota.1 proposed newly created and/or replaced impervious area is: 26,600 ft2 ( 0.61 ) acres If your project fs covered by an approved SWQMP as part of a larger development project, provide the project ID and the SWQMP # of the larger development project Project ID NIA SWQMP#: NIA Then, go to Step 1 and follow the .instructions. When completed, sign the form at the end and submit this. with your application to the dty. E-34 Page 1 of4 REV 02116 Is your project LIMITED TO routine maintenance activity and/or repair/improvements to an existing building or structure thiit do not alter the size (See Section 1.3 .of the BMP Design Manual for guidance)? □ If you answered "yes" to the above question, provide justification below then go to Step 5, mar15 the third box: stating "my project Is not, a '(ievelopment project' and not subject to the requirements of the BMP manual" and complete applicant information. Justification/discussion: {e.g. the project includes only interior remodels within an existing building): NIA -project is·a development project To determine lf your project is exempt from PDP requirements pursuanno MS4 Permit Provision E.3.b.(3), pl~ase answer the following questions: l_s your project LIMITED to one or more of the following: 1. Constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the folloWing criteria: a) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or · o.ther non- erodible permeable areas; b) Designed and constructed to be hydraulically disconnected from paved streets or roads; c) Designed and constructed with penneable pavements or surfaces in accordance with (JSEPA Green Streets uidance? 2. Retrofitting or redeVelopjng existing paved alleys, streets, or roads that are designed and constructed In accordance with the USEPA Green Streets guidance? 3. Ground Mounted Solar Array that meets th_e criteria provided in section 1.4 .. 2 of the BMP manual? YES NO □ □ □ If you answered ·yes· to one or more of the above questions, provide discussion/justification below, then go to Step 5, mark the second box stating "my project is .EXEMPT from PDP ... • and complete applicant information. · Discussion to justify. exemption { e.g. the project redeveloping existing road designed and constructed ln acCQrdance with the USEPA Green Street guidance): E-34 Page 2 of 4 REV 04/17 To determine if your project is a PDP, please answer the following questions (MS4 Permit Provision E.3.b.(1 )): YES NO 1. Is your project a new devefopment that creates 10,000 square feet or more of impervious surfaces collectively over the entire project site? This incfudes commercial, industrial, residential, mixed-use, . and ublic deve/o ment ro ·ects on ublic or rivate land. 2. Is your project a redevelopment project creating and/or replacing 5,000 square feet or more of imperilious surface collectively over the entire project site on an existing site of 10,000 square feet or more of impervious surface? This includes commercial, industrial, residential, m.ixed~use, and public develo ment ro ·ects on ubllc or rivate land. 3. is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface collectively over the entire project site and supports a restaurant? A restaurant is a facility that sells p~epared foods and drinks for consumption, including stationary lunch counters and refreshment stands selling prepared foods and dri.nks for immediate consumption (Standard Industrial Classification SIC code 5812 . · 4. Is your project a new or redevelopment project that creates ~.ooo square feet or mo~ of impervious surface collectively over the entire project site and supports a hillside development project? A hillside develo merit rc:>"ect includes devefo ment on an ·natural slo that lstwent -five ercent or reater. ·5. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet .or more of impervious surface collectivefy over the entire project site and supports a parking lot? A parking lot is a land area or facility for the temporary parking or storage of motor vehicles used personally for business or for commerce. · 6. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious street, road, higtlway, freeway or driVeway surface collectively over the entire project site? A street, road, highway, freeway or driveway is any paved impeivious suiface µsed for the trans ortation of automobiles, trucks. motorc cles. and other vehicles. 7. Is your project a new or redevelopment project that creates and/or replaces 2,500 square feet or more of impervious surface i::ollectively over the entire site, and discharges directly to an Environmentally Sensitive Area (ESA)? "Discharging Directly to" includes flow that is conveyed overland -a distance of 200 feet or less from the profe]ct to the ESA. or conveyed ih a .pipe or open channel any distance as an isolated flowfrom the ro·ect to the ESA i.e. nofcommln led with flows from ad·acent lands .* 8. Is your project a new development or redevelopment project that creates and/or replaces 5,00Q square feet or more of impervious surface that supports an automotive repair shop? .fl.n automotive repair shop is a facility that is categorized in any one of the following Standard Industrial Classification (SIC) codes: 5013, 5014, 5541, 7532:..7534 or 7536-7539. 9. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious area that supports a retail gasoline outlet (RGO)? This category includes RGO's that meet the following criteria: (a) 5,000 square feet or more or (b) a. project Average Daily Traffic 'ADT) of100 or more vehicles er da . · □ LKl □ □ □ □ □ 10. Is your project a new or redevelopment project thatresults in the dist1,1rbance of one or more acres of land l&l and are expected to generate pollutants post construction? 11. Is your project localed within 200 feet of the Pacific Ocean and (1) cr~ates 2,500 square feet or more of impervious surface or (2) increase~ impervious surfa.ce on the property by more than 10%? (CMC 21 .203.040 □ IXI □ ~ 1K] 1K] lK} □ IKI If you answered "yes" to one or more of the above questions, your project is a PDP. If your project is a redevelopment project, go. to step 4. If your project is a new project, go to step 5, check the first box stating "My project is a PDP ... ~ and complete applicant information. If you answered Hno" to all of the above questions, your project is a 'STANDA~D PROJECT.' Go to step 5 , check the second box statin "M ro·ect is a 'STANDARD PROJECT' ... " and com iete a llcant information. E-34 Page 3 of4 REV 04117 STEP4 TO BE COMPLETED FOR REDEVELOPMENT PROJECTS THAT ARE PRIORITY DEVELOPMENT PROJECTS (PDP) ONLY Complete the questions below regarding your redevelopment project (MS4 Permit Provision E.3.b.(2)): Does the redevelopment project result in the creation or replacement of impervious surface in an amount of less than 50% of the surface area of the previously existing development? Complete the percent impervious calculation below: YES NO Existing impervious area (A)= 332,500 sq. ft. □ IX) Total proposed newly created or replaced impervious area (B) = 26,600 sq. ft. Percent impervious area created or replaced (B/A)*100 = 8 % If you ans1Nered •yes", the structural BMPs required for PDP apply only to the creation or replacement of impervious surface and not the entire development. Go to step S, check the first box stating "My project is a PDP ... • and complete applicant information. If you answered ·no,· the structural BM P's required for PDP apply to the entire development. Go to step 5, check the check the first box statin "M ro·ect is a PDP ... " and com lete a licant information. STEPS CHECK THE APPROPRIATE BOX AND COMPLETE APPLICANT INFORMATION IX) My project is a PDP and must comply with POP stormwater requirements of the BMP Manual. I understand I must prepare a Storm Water Quality Management Plan (SWQMP) for submittal at time of application. □ My project Is a 'STANDARD PROJECT' OR EXEMPT from PDP and must only comply with 'STANDARD PROJECT' stormwater requirements of the BMP Manual. As part of these requirements, I will submit a • Standard Project Requirement Checklist Form E-36" and incorporate low impact development strategies throughout my project. Note: For projects that are close to meeting the PDP threshold, staff may require detailed impervious area calculations and exhibits to verify if 'STANDARD PROJECT' stormwater requirements apply. D My Project is NOT a 'development project' and is not subject to the requirements of the BMP Manual. Applicant Information and Signature Box Applicant Name: Adam Robinson for: Applicant Title: ____________ _ Date: ':1 { Z o ( l c1 • Environmentally Sensitive Areas include but ar t limHed to all Clean Water Ad Sedlon 303(d) Impaired water bodies; areas designated as Areas of Special Biological Significance by the State Water Re urces Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments): water bodies designated with the RARE beneficial use by the State Water Resoi,ces Control Board ~ater Quality Control Plan for the San Diego Baaln (1994) and amendments); areas designated as preserves or their equivalent under the MuHl Species Conservation Program within the Cities and County of San Diego; Habitat Management Plan; and any other equivalent environmentally sensitive areas which have been Identified by the City. This Box for Citv Use Only YES NO City Concurrence: □ □ By: Date: Project ID: E-34 Page 4 of 4 REV 04/17 ~ Chicago Title '1:fompany 725 South Figueroa Street, Suite 200, Los Angeles, CA 90017 Phone: (213) 488-4300 • Fax: (213) 488-4377 Issuing Policies of Chicago Title Insurance Company ORDER NO.: 00112339-994-LT2-DB Wells Fargo Wealth Management -4th Floor 333 S. Grand Ave4100-MAC Los Angeles, CA 90071 A TIN: Patrick Benson Email: patrick.s.benson@wellsfargo.com REF: Escrow/Customer Phone: (213) 488-4300 Title Officer: Dave Balassi (LA/Comm) Title Officer Phone: (213) 488-4394 Title Officer Fax: (213) 488-4360 Title Officer Email: TeamX49@ctt.com PROPERTY: 1950 CAMINO VIDA ROBLE, CARLSBAD, CA PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Chicago Tide Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy fonns. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the 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. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy fonns should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Florida corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with 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 tide and may not list all liens, defects and encumbrances affecting tide to the land. Chicago Title Company • Br-~z- ATIES"f -.. < By: ~,,~'):,,,.~•-s.......,, Authorized Signature CL TA Preliminary Report Form -Modified ( 11/17 /06) Page I ~ Chicago Title 'company 725 South Figueroa Street, Suite 200, Los Angeles, CA 90017 Phone: (213) 488-4300 • Fax: (213) 488-4377 PRELIMINARY REPORT EFFECTIVE DATE: January 28, 2020 at 7:30 a.m. ORDER NO.: 00112339-994-LT2-DB The form of policy or policies of title insurance contemplated by this report is: Extended 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee as to Parcel(s) A and B; Easement(s) more fully described below as to Parcel(s) C 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: RAF PACIFICA GROUP -REAL ESTATE FUND IV, LLC, a California limited liability company, for an undivided fifteen percent (15%), ARKA MONTEREY PARK, LLC, a Utah limited liability company, for an undivided sixty-seven percent (67%), and 170 ARROWHEAD PARTNERS, LLC, a California limited liability company, for an undivided eighteen percent (18%), all as tenants in common 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CL TA Preliminary Report Form -Modified ( 11/17 /06) Page2 PRELIMINARY REPORT YOUR REFERENCE: EXHIBIT "A" LEGAL DESCRIPTION Chicago Title Company ORDER NO.: 00112339-994-LTI-DB THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: LOT 32 OF CARLSBAD TRACT NO. 81-46 UNIT NO. 2, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 16, 1985. EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST OF ALL OIL, MINERALS, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY, WITHOUT RIGHT OF HYDROCARBON SUBSTANCES BELOW DEPTH OF 500 FEET UNDER THE REAL PROPERTY, WITHOUT RIGHT OF SURFACE ENTRY AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP RECORDED JULY 5, 1978 AS FILE NO. 78-279136, OF OFFICIAL RECORDS. PARCELB: LOTS 33 AND 34 OF CARLSBAD TRACT NO. 81-46 UNIT NO. 2, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 16, 1985 AND CERTIFICATE OF COMPLIANCE RECORDED MARCH 05, 1990 AS FILE NO. 90-116039, OF OFFICIAL RECORDS. EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST OF ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY, WITHOUT RIGHT OF SURFACE ENTRY AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP RECORDED JULY 5, 1978 AS FILE NO. 78-279136, OF OFFICIAL RECORDS. NOTE: SAID LAND IS ALSO KNOWN AS LOT A OF CITY OF CARLSBAD ADJUSTMENT PLOT NO. 395, RECORDED ON MARCH 5, 1990 AS INSTRUMENT NO. 90-116039 OF OFFICIAL RECORDS. PARCELC: INTENTIONALLY DELETED APN: 212-093-05-00 AND 212-093-12-00 CL TA Preliminary Report Form -Modified ( 11 /17 /06) Page 3 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS TO COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: A. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: 212-093-12-00 2019-2020 $108,908.98, Paid $108,908.98, Unpaid (Delinquent after April 10) $10,900.89 $0.00 09104 Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: 212-093-05-00 2019-2020 $18,050.14, Paid $18,050.14, Unpaid (Delinquent after April 10) $1,815.01 $0.00 09104 B. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy. C. The herein described property lies within the boundaries of a Mello-Roos Community Facilities District (CFD) as follows: CFDNo: For: Disclosed by: Recording Date: Recording No.: 1 Community Facility District No. 1 Notice of Special Tax Lien May 20, 1991 1991-0236959, of Official Records This property, along with all other parcels in the CFD, is liable for an annual special tax. This special tax is included with and payable with the general property taxes of the City of Carlsbad, County of San Diego. The tax may not be prepaid. Matters contained in that certain document Entitled: Recording Date: Recording No: Amendment to the Notice of Special Tax Lien (Notice of Annexation) March 14, 2003 2003-0289327, of Official Records Reference is hereby made to said document for full particulars. CLTA Preliminary Report Form-Modified (11/17/06) Page4 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS (Continued) Matters contained in that certain document Entitled: Recording Date: Recording No: Amendment to the Notice of Special Tax Lien (Notice of Annexation) March 14, 2003 2003-0289328, of Official Records Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Recording Date: Recording No: Amendment to the Notice of Special Tax Lien (Notice of Annexation) March 14, 2003 2003-0289329, of Official Records Reference is hereby made to said document for full particulars. 1. Water rights, claims or title to water, whether or not disclosed by the public records. THE FOLLOWING MATTERS AFFECT PARCEL A: 2. Matters contained in that certain document Entitled: Agreement Between Developer-Owner and the City of Carlsbad for the Payment of a Public Facilities Fee Executed by: Palomar Business Park D.B.A. Airport Business Center-Carlsbad and the City of Carlsbad, a municipal corporation Recording Date: November 16, 1981 Recording No: 81-361926, of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel A only because a Partial Release Agreement to Pay Public Facilities Fees recorded July 25, 1996 as File No. 1996-0372760, of Official Records, releasing only Parcel B with other property. 3. Matters contained in that certain document Entitled: Executed by: Recording Date: Recording No: Hold Harmless Agreement Drainage Palomar Business Park, a joint venture and the City of Carlsbad June 7, 1984 84-214355, of Official Records Reference is hereby made to said document for full particulars. 4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Map/Plat: Purpose: Affects: Tract No. 11288 Proposed private drainage As shown on said map. CL TA Preliminary Report Form -Modified (I 1/17 /06) Page 5 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS (Continued) The effect of a Quitclaim Deed executed by Sumitomo Bank of California, a California banking corporation to Carlsbad Corporate Centre, LLC, a California limited liability company Recording Date: December 22, 1995 Recording No: 1955-0585520. of Official Records Affects: A portion of said easement. 5. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, citizenship, immigration status, primary language, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: Recording No: September 12, 1986 86-401456. of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. Modification(s) of said covenants, conditions and restrictions Recording Date: January 28, 1987 Recording No: 87-048040. of Official Records The provisions of said covenants, conditions and restrictions were extended to include the herein described Land by an instrument Recording Date: October 30, 1990 Recording No: 90-589282, of Official Records 6. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Carlsbad Airport Centre, Owners Association, a California nonprofit mutual benefit corporation Purpose: Common area Recording Date: October 31, 1986 Recording No: 86-497819, of Official Records Affects: A portion of said land as more particularly described in said document. The exact location and extent of said easement is not disclosed of record. 7. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: San Diego Gas and Electric Company Public utilities, ingress and egress November 21, 1989 89-632469, of Official Records A portion of said land as more particularly described in said document. CLTA Preliminary Report Form -Modified (11/17 /06) Page 6 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS (Continued) 8. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: Carlsbad Corporate Centre, LLC, a California limited liability company Private drainage purposes December 22, 1995 1995-0585519. of Official Records A portion of said land as more particularly described in said document. 9. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: San Diego Gas and Electric Company Public utilities, ingress and egress May 5, 2003 2003-0521126. of Official Records A portion of said land as more particularly described in said document. The exact location and extent of said easement is not disclosed of record. THE FOLLOWING MATTERS AFFECT PARCEL B: 10. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date: Recording No: Hold Harmless Agreement May 14, 1984 Palomar Business Park, a joint venture and the City of Carlsbad June 7, 1984 84-214355. of Official Records Reference is hereby made to said document for full particulars. 11. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Map/Plat: Purpose: Affects: Tract No. 11288 Proposed private drainage As shown on said map. 12. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, citizenship, immigration status, primary language, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: Recording No: September 12, 1986 1986-401456. of Official Records Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. CLTA Preliminary Report Form -Modified (11/17/06) Page7 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS (Continued) Modification(s) of said covenants, conditions and restrictions Recording Date: January 28, 1987 Recording No: 87-048040, of Official Records The provisions of said covenants, conditions and restrictions were extended to include the herein described Land by an instrument Recording Date: October 30, 1990 Recording No: 90-589282, of Official Records 13. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: Sumitomo Bank of California, a California banking corporation Private drainage purposes December 22, 1995 1995-0585519, of Official Records A portion of said land as more particularly described in said document. 14. Matters contained in that certain document Entitled: Recording Date: Recording No: Notice of Restriction on Real Property January 9, 1996 1996-0010986, of Official Records Reference is hereby made to said document for full particulars. 15. Matters contained in that certain document Entitled: Hold Harmless Agreement Drainage PIP 95-06 Executed by: Carlsbad Corporate Centre, LLC, a California limited liability company and the City of Carlsbad Recording Date: January 26, 1996 Recording No: 1996-0039857, of Official Records Reference is hereby made to said document for full particulars. 16. Matters contained in that certain document Entitled: Hold Harmless Agreement Geological Failure PIP 95-06 Executed by: Carlsbad Corporate Centre, LLC, a California limited liability company and the City of Carlsbad Recording Date: January 26, 1996 Recording No: 1996-0039858, of Official Records Reference is hereby made to said document for full particulars. CLTA Preliminary Report Form -Modified (11/17/06) Page 8 PRELIMINARY REPORT YOUR REFERENCE: Chicago Title Company ORDER NO.: 00112339-994-LTI-DB EXCEPTIONS (Continued) 17. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Purpose: Recording Date: Recording No: Affects: Carlsbad Municipal Water District Water, drainage ditches and incidental purposes May 13, 1996 1996-0242910, of Official Records A portion of said land as more particularly described in said document. 18. Matters contained in that certain document Entitled: Recording Date: . Recording No: Notice of Restriction on Real Property February 8, 1999 1999-007 6082, of Official Records Reference is hereby made to said document for full particulars. 19. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date: Recording No: Encroachment Agreement February 4, 2003 Arden Realty Finance III, L.L.C., a Delaware limited liability company April 1, 2003 2003-0362105, of Official Records Reference is hereby made to said document for full particulars. THE FOLLOWING MATTERS AFFECT ALL PARCELS: 20. Please be advised that our search did not disclose any open Deeds of Trust ofrecord. If you should have knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior to closing. 21. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the public records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. 22. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not said easements are visible and apparent. 23. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/ or by inquiry of the parties in possession thereof. CLTA Preliminary Report Form-Modified (11/17/06) Page9 PRELIMINARY REPORT YOUR REFERENCE: EXCEPTIONS (Continued) Chicago Title Company ORDER NO.: 00112339-994-LTI-DB 24. A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: Trustor/Grantor Trustee: Beneficiary: Recording Date: Recording No: $12,500,000.00 September 4, 2019 170 Arrowhead Partners, LLC, a California limited liability company TRSTE, Inc., a Virginia corporation Wells Fargo Bank, National Association September 13, 2019 2019-400376 of Official Records PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CL TA Preliminary Report Form -Modified (11/17 /06) Page 10 PRELIMINARY REPORT YOUR REFERENCE: REQUIREMENTS SECTION Chicago Title Company ORDER NO.: 00112339-994-LT2-DB 1. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: RAF Pacifica Group -Real Estate Fund IV, LLC, a California limited liability company a) A copy of its operating agreement, if any, and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member. b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps. c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member. d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity is currently domiciled. e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. f) If Limited Liability Company is a Single Member Entity, a Statement of Information for the Single Member will be required. g) Each member and manager of the LLC without an Operating Agreement must execute in the presence of a notary public the Certificate of California LLC (Without an Operating Agreement) Status and Authority form. 2. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: ARKA Monterey Park, LLC, a Utah limited liability company a) A copy of its operating agreement, if any, and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member. b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps. c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member. d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity is currently domiciled. e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. f) If Limited Liability Company is a Single Member Entity, a Statement of Information for the Single Member will be required. g) Each member and manager of the LLC without an Operating Agreement must execute in the presence of a notary public the Certificate of California LLC (Without an Operating Agreement) Status and Authority form. CL TA Preliminary Report Form -Modified ( 1 I /17 /06) Page 11 PRELIMINARY REPORT YOUR REFERENCE: REQUIREMENTS (Continued) Chicago Title Company ORDER NO.: 00112339-994-LT2-DB 3. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: 170 Arrowhead Partners, LLC, a California limited liability company a) A copy of its operating agreement, if any, and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member. b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps. c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member. d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity is currently domiciled. e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. f) If Limited Liability Company is a Single Member Entity, a Statement of Information for the Single Member will be required. g) Each member and manager of the LLC without an Operating Agreement must execute in the presence of a notary public the Certificate of California LLC (Without an Operating Agreement) Status and Authority form. 4. Prior to the close of escrow, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All Parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement oflnformation. 5. Furnish for review a full and complete copy of any unrecorded agreement, contract, license and/or lease together with all supplements, assignments and amendments thereto, prior to the close of this transaction. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. CLTA Preliminary Report Form -Modified (11/17/06) Page 12 PRELIMINARY REPORT YOUR REFERENCE: REQUIREMENTS (Continued) Chicago Title Company ORDER NO.: 00112339-994-LTI-DB 6. Unrecorded matters which may be disclosed by an Owner's Affidavit or Declaration. A form of the Owner's Affidavit/Declaration is attached to this Preliminary Report/Commitment. This Affidavit/Declaration is to be completed by the record owner of the land and submitted for review prior to the closing of this transaction. Your prompt attention to this requirement will help avoid delays in the closing of this transaction. Thank you. The Company reserves the right to add additional items or make further requirements after review of the requested Affidavit/Declaration. END OF REQUIREMENTS CLT A Preliminary Report Form -Modified (11/17 /06) Page 13 PRELIMINARY REPORT YOUR REFERENCE: 1. Intentionally deleted. INFORMATIONAL NOTES SECTION Chicago Title Company ORDER NO.: 00112339-994-LT2-DB 2. None of the items shown in this report will cause the Company to decline to attach ALTA Endorsement Form 9 to an Extended Coverage Loan Policy, when issued. 3. The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement Form 116 indicating that there is located on said Land Commercial properties, known as 1950 Camino Vida Roble, located within the City of Carlsbad, California, 92008, to an Extended Coverage Loan Policy. 4. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. 5. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 6. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County Clerk-Recorder. 7. Due to the special requirements of SB 50 (California Public Resources Code Section 8560 et seq.), any transaction that includes the conveyance of title by an agency of the United States must be approved in advance by the Company's State Counsel, Regional Counsel, or one of their designees. CLT A Preliminary Report Form -Modified (I 1 /17 /06) Page 14 PRELIMINARY REPORT YOUR REFERENCE: INFORMATIONAL NOTES (Continued) Chicago Title Company ORDER NO.: 00112339-994-LTI-DB 8. Note: The only conveyance(s) affecting said Land, which recorded within 24 months of the date of this report, are as follows: Grantor: Grantee: Recording Date: Recording No: Dave Balassi (LA/Comm)/725 BSP CACC, LLC, a Delaware limited liability company RAF Pacifica Group -Real Estate Fund IV, LLC, a California limited liability company, for an undivided fifteen percent (15%), ARK.A Monterey Park, LLC, a Utah limited liability company, for an undivided sixty-seven percent (67%), and 170 Arrowhead Partners, LLC, a California limited liability company, for an undivided eighteen percent (18%), all as tenants in common June 21, 2019 2019-0245624, of Official Records END OF INFORMATIONAL NOTES CLTA Preliminary Report Form -Modified (11/17/06) Page 15 Inquire before you wire! Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASS WORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI-FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire-fraud scams or to report an incident, please refer to the following links: Wire Fraud Alert Federal Bureau of Investigation: http://www.fbi.gov Original Effective Date: 5/11/2017 Internet Crime Complaint Center: http://www.ic3.gov Page I Current Version Date: 5/11/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights reserved FIDELITY NATIONAL FINANCIAL, INC., PRIVACY NOTICE Effective January I, 2020 Fidelity National Financial, Inc. and its majority-owned subsidiary companies ( collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g. Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g. loan or bank account information); and • other personal information necessary to provide products or services to you. We may collect Personal Information about you from: • information we receive from you or your agent; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Browsing Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application ( each an "FNF Website") from your Internet browser, computer, and/or device: • Internet Protocol (IP) address and operating system; • browser version, language, and type; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: • To provide products and services to you or in connection with a transaction involving you. • To improve our products and services. • To communicate with you about our, our affiliates', and others' products and services, jointly or independently. When Information Is Disclosed We may disclose your Personal Information and Browsing Information in the following circumstances: • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Eff. 5/1/2015) Last Updated March I, 2017 MISC0219 (DSI Rev. 3/2/17) Copyright© 2017. Fidelity National Financial, Inc. All Rights Reserved Page I Order No. 00112339-994-LT2-DB • to nonaffiliated third party service pr~ers with whom we perform joint marketing, p~ant to an agreement with them to jointly market financial products or services to you; • to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We do share Personal Information among affiliates (other companies owned by FNF) to directly market to you. Please see "Choices with Your Information" to learn how to restrict that sharing. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information If you do not want FNF to share your information among our affiliates to directly market to you, you may send an "opt out" request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the "California Privacy" link on our website (https://fnf.com/pages/californiaprivacy.aspx) or call (888) 413-17 48. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. Your Consent To This Privacy Notice: Notice Changes: Use of Comments or Feedback By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice's effective date will show the FNF Privacy Statement (Eff. 5/1/2015) Last Updated March 1, 2017 MISC0219 (DSI Rev. 3/2/17) Copyright© 2017. Fidelity National Financial, Inc. All Rights Reserved Page 2 Order No. 00l 12339-994-LT2-DB last date changes were made. If you pr~e information to us following any change of th~rivacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. We may use comments or feedback that you submit to us in any manner without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, send your requests to privacy@fnf.com, by phone to (888) 934-3354, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer FNF Privacy Statement (Eff. 5/l /2015) Last Updated March I, 2017 MISC0219 (DSI Rev. 3/2/17) Copyright© 2017. Fidelity National Financial, Inc. All Rights Reserved Page 3 Order No. 00l 12339-994-LT2-DB Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the field rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for each discount. These discounts only apply to transaction involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling. FNF Underwritten Title Company CTC -Chicago Title Company Available Discounts FNF Underwriter CTIC -Chicago Title Insurance Company CREDIT FOR PRELIMINARY REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES (CTIC) Where no major change in the title has occurred since the issuance of the original report or commitment, the order may be reopened within 12 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge within the following time period from the date of the report. DISASTER LOANS (CTIC) The charge for a lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner ofrecord, within 24 months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, will be 50% of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be 50% to 70% of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be 40% to 50% of the appropriate title insurance rate, depending on the type of coverage selected. EMPLOYEE RA TE (CTC and CTIC) No charge shall be made to employees (including employees on approved retirement) of the Company or its underwritten, subsidiary title companies for policies or escrow services in connection with financing, refinancing, sale or purchase of the employees' bona fide home property. Waiver of such charges is authorized only in connection with those costs which the employee would be obligated to pay, by established custom, as a party to the transaction. ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION ST AND ARD COVERAGE POLICY -1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay Joss or damage, costs, attorneys' fees or expenses which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or 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 Joss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending Jaw. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (12-02-13) AL TA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: a. building; b. zoning; c. land use; d. improvements on the Land; e. land division; and f. environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; Attachment One (6-5-14) CA & NV c. that result in no loss to You; or d. that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 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. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: • For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Covered Risk 16: Covered Risk 18: Covered Risk 19: Covered Risk 21: Your Deductible Amount 1.00% % of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 1.00% % of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $5,000.00 (whichever is less) 1.00% of Policy Amount Shown in Schedule A or $2,500.00 (whichever is less) 2006 ALT A LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE Our Maximum Dollar Limit of Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: I. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision ofland; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion I (b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; ( c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11 (b ). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE (Except as provided in Schedule B -Part II,( t(or T)his policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: Attachment One (6-5-14) CA & NV (PART I (The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage:) 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1 (b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; ( c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or ( e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses, that arise by reason of: (The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: I. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b ), or ( c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. 7. (Variable exceptions such as taxes, easements, CC&R's, etc. shown here.) Attachment One (6-5-14) CA & NV ALTA EX~'NDED COVERAGE RESIDENTIAL LOAN POerc'Y (12-02-13) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(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 l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured 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 Joss or damage to the Insured Claimant; ( d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19,20,21,22,23,24,27or28);or ( e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or Jack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk I 1. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk l l(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. Attachment One (6-5-14) CA & NV r N 2 ... z ::, "' ',t I i5 2 .... u ... @, 0 ~ ~~ '"' .,-. .,., ~~ ~i ·.( ·11 \ R t ill ~ i ... ~ II' '\ ~>, I 1:I t .,, i ~-.. •. I ,r ,!; ~I IL! 11= i I! i N < I-u ili ., CB ~ .. EB~ ! g @p· •r ,~~ ,:N 1H This map/plat is being furnished as an aid in kxating the hcrcin cbcribcd Land m rcla11on lo adjoinina &Crccts. natun.1 boundaries and other land. and i1 not a survey of the land dcptctcd. Except 10 the extent I policy of title insurance is expressly modified by cndorscmcnl, if any, the Company docs not insure dimensions, distances, location of Ct.Sements. acreage or other mauen ihovm thereon. Order: 112339 Doc: S0:A 212·9 Page 3 of 3 Requested By: steve.derllo, Printed: 6/27/2019 9:52 AM OWNER'S DECLARATION Escrow No.: 00112339-994-LT2-DB Property Address: 1950 Camino Vida RobleCa Carlsbad, CA The undersigned hereby declares as follows: 1. (Fill in the applicable paragraph and strike the other) a. Declarant ("Owner") is the owner or lessee, as the case may be, of certain premises located at 1950 Camino Vida RobleCa, Carlsbad, CA, further described as follows: See Preliminary Report/Commitment No. for full legal description (the "Land"). b. Declarant is the _____________ of _______________ _ ("Owner"), which is the owner or lessee, as the case may be, of certain premises located at 1950 Camino Vida RobleCa, Carlsbad, CA, further described as follows: See Preliminary Report/Commitment No. for full legal description (the "Land"). 2. (Fill in the applicable paragraph and strike the other) a. During the period of six months immediately preceding the date of this declaration no work has been done, no surveys or architectural or engineering plans have been prepared, and no materials have been furnished in connection with the erection, equipment, repair, protection or removal of any building or other structure on the Land or in connection with the improvement of the Land in any manner whatsoever. b. During the period of six months immediately preceding the date of this declaration certain work has been done and materials furnished in connection with ____________ upon the Land in the approximate total sum of $ _____ , but no work whatever remains to be done and no materials remain to be furnished to complete the construction in full compliance with the plans and specifications, nor are there any unpaid bills incurred for labor and materials used in making such improvements or repairs upon the Land, or for the services of architects, surveyors or engineers, except as follows: ___________________ . Owner, by the undersigned Declarant, agrees to and does hereby indemnify and hold harmless Chicago Title Company against any and all claims arising therefrom. 3. Owner has not previously conveyed the Land; is not a debtor in bankruptcy (and if a partnership, the general partner thereof is not a debtor in bankruptcy); and has not received notice of any pending court action affecting the title to the Land. 4. Except as shown in the above-referenced Preliminary Report/Commitment, there are no unpaid or unsatisfied mortgages, deeds of trust, Uniform Commercial Code financing statements, regular assessments, special assessments, periodic assessments or any assessment from any source, claims of lien, special assessments, or taxes that constitute a lien against the Land or that affect the Land but have not been recorded in the public records. There are no violations of the covenants, conditions and restrictions as shown in the above-referenced Preliminary Report/Commitment. 5. The Land is currently in use as _____________________ occupy/occupies the Land; and the following are all of the leases or other occupancy rights affecting the Land: 6. There are no other persons or entities that assert an ownership interest in the Land, nor are there unrecorded easements, claims of easement, or boundary disputes that affect the Land. 7. There are no outstanding options to purchase or rights of first refusal affecting the Land. 8. Between the most recent Effective Date of the above-referenced Preliminary Report/Commitment and the date of recording of the Insured lnstrument(s), Owner has not taken or allowed, and will not take or allow, any action or inaction to encumber or otherwise affect title to the Land. This declaration is made with the intention that Chicago Title Company (the "Company") and its policy issuing agents will rely upon it in issuing their title insurance policies and endorsements. Owner, by the undersigned Declarant, agrees to indemnify the Company against loss or damage (including attorneys fees, expenses, and costs) incurred by the Company as a result of any untrue statement made herein. I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on ___ at Signature: Owner's Declaration MISC0220 (OSI Rev. 10/17/17) Printed: 2/4/2020 7:45 AM by GD Page 10 E TENANCY-IN-COMMON AGREEMENT (1950 Camino Vida Roble) THIS TENANCY-IN-COMMON AGREEMENT (this "Agreemenf'), dated as of June 21, 2019 (the "Effective Date"), is made and entered into by and between RAF Pacifica Group - Real Estate Fund IV, LLC, a California limited liability company ("REFIV"), ARKA Monterey Park, LLC, a Utah limited liability company ("ARKA"), and 170 Arrowhead Partners, LLC, a California limited liability company ("AROW'), each hereinafter referred to individually as a "Tenanf' or, collectively, as the "Tenants." Recitals A. The Tenants are or will become the owners and holders of the fee simple title to the real property described in Exhibit A attached hereto and incorporated herein by this reference, which property is commonly known as 1950 Camino Vida Roble, Carlsbad, California 92008 (the "Property"), as tenants-in-common, subject to the terms and conditions of this Agreement. B. The Tenants desire to enter into this Agreement to govern the tenancy-in-common (the "Tenancy-in-Common") under which they own the Property in order to coordinate all actions taken with respect to the Property on behalf of the Tenants. C. The Tenants intend to hold the Property for investment and subject to leases with third-parties, and intend at all times to hold the Property as tenants-in-common, subject to such leases and any other leases the Tenants enter into for the Property (collectively, the "Leases"), all of which Leases are, and shall be, with independent lessees/tenants, such that the Tenants do not actively operate the Property, either directly or indirectly, as a business, partnership or other venture and shall be entered into by the Tenants in accordance with the terms and conditions of Section 4.1. Agreement The Tenants therefore declare that the Property is and shall be held, occupied, encumbered, leased, rented, used, conveyed and improved only upon and subject to the following covenants, conditions, restrictions and limitations, all of which are hereby declared, established and agreed to be for the purpose of enhancing and protecting the value of the Property. All of said covenants, conditions and agreements shall be binding upon and inure to the benefit of the Tenants and each holder having or acquiring any right, title or interest in the Property or any part thereof and are imposed upon the Property and every part thereof in favor of each and every part and undivided interest therein, as covenants running with the Property. ARTICLE I Declaration of Intention and Acquisition of the Property 1.1. The relationship of the Tenants in the Property is as the above-referenced Tenancy-in-Common, each holding the following separate and undivided interests (the "lnteresf' or, collectively, the "Interests") in and to the Property: 875603v3 -1 - REFIV ARKA AROW Tenant: Interest: 15.00% 67.00% 18.00% The Tenants shall have all the rights and privileges of such relationship as tenants-in-common in accordance with the laws of the State of California, subject, however, to the terms and conditions of this Agreement. 1.2. No Tenant shall have the right to bind any other Tenant, except as expressly set forth herein. 1.3. Notwithstanding any other term of this Agreement, but subject to any prohibitions set forth in any third-party, institutional loan documents encumbering the Property, each Tenant shall have the absolute right, power and authority to seek a partition of the Property at any time during the term of this Agreement. In addition, prior to bringing any partition claim, the Tenant desiring to bring such an action must first offer its Interest to the other Tenants who shall have the right to purchase the offering Tenant's Interest as if the offering Tenant is an Insolvent Tenant under Section 6.2. 1.4. Nothing contained herein shall be deemed to create the relationship of partner or partnership or any relationship other than that of the Tenancy-in-Common. The Tenants have filed or will file an election to be excluded from the partnership provisions of the Internal Revenue Code of 1986, as amended (collectively, the "Code"), and to report their respective share of income, deductions and credit from the Property on their respective tax returns, commencing with the taxable year ending December 31, 2019, and will file any further election required under the Code, as subsequently amended, to preserve such exclusion, including, but not limited to, Section 1. 761-2 of the Code (Subchapter K). 1.5. The Tenants may hold the Property for 10 years or more. However, the Tenants shall have the right to require a sale of the Property as set forth in this Agreement. 1.6. The total purchase price for the Property is $20,200,000.00, and the total acquisition cost for the Property, including the purchase price, acquisition fee (described in Section 1. 7), due diligence and closing costs and capital reserves is $20,894,000.00. The Tenants partially financed the acquisition by obtaining an unsecured loan in the principal amount of $12,500,000.00 from Wells Fargo Bank, N.A. The Tenants hereby unanimously approve the foregoing financing. Such financing shall be shared in the same proportion of their respective Interests, and any subsequent financing of the Property shall require the unanimous approval of the Tenants. 1.7. The Tenants shall pay to RAF Pacifica Group, a California corporation ("RAF Pacifica"), at the close of escrow for the acquisition of the Property a one-time fee in an amount equal to 1.00% of the total purchase price for the Property, paid by the Tenants in the same proportion as their Interests, to compensate RAF Pacifica for its services in acquiring the Property. Such fee may be split with others according to the terms of a separate agreement. 1.8. Prior to the close of escrow for the acquisition of the Property, the Tenants contributed the total amount of $8,394,000.00 (the "Contribution") to cover the balance of the acquisition cost. The Contribution was divided among the Tenants as follows: 875603v3 -2- REFIV: $1,259,100.00 ARKA: $5,623,980.00 AROW: $1,510,920.00 The Tenants shall reconcile the Contribution among themselves in order to have each Tenant contribute the portion of the Contribution equal to its percentage Interest. 1.9. RAF Pacifica may receive from the Tenants a fee of up to 5.00% of the total cost of any tenant improvement work or other construction activity on the Property performed on behalf of such owners, as a fee to compensate RAF Pacifica for services rendered in supervising such construction activity. Such fee shall be paid by the Tenants in the same proportion as their Tenancy-in-Common Interests and shall be payable monthly as such construction work progresses. ARTICLE II Income and Expenses of the Property; Additional Contributions of Capital; Distributions: Indemnification 2.1. All income and expenses from the operation, leasing or refinancing of the Property and all profits or shortfalls upon the sale or other disposition of the Property shall be allocated and distributed, or charged, to each Tenant pro-rata in accordance with its Interest. 2.2. All ownership and operation costs associated with the Property, including, but not limited to, costs and expenses incurred in connection with payment of taxes, insurance premiums, utilities, maintenance services, management services, repair services, improvement services, debt service, if any, and all other costs and expenses that may be reasonably necessary in connection with the ownership, operation, sale or leasing of the Property, shall be charged to and paid by each Tenant pro-rata in accordance with its Interest. Such payments shall be made, in the first instance, from revenues produced by the Property before any revenues are distributed to the Tenants. In the event that revenue is insufficient to cover the above-described costs, each Tenant shall pay its pro-rata share of such uncovered costs within 10 days after written demand therefor from the Managing Tenant. In the event that a non-managing Tenant believes that a demand for additional contributions should be made and the Man·aging Tenant refuses to make such demand, such dispute shall be resolved in accordance with Article V. 2.3. If any Tenant fails to timely pay its share of uncovered costs, the other Tenants (each, an "Advancing Tenant") shall have the following options: (a) to advance the funds necessary to make the payment due from the non- paying Tenant who has failed to make it. Such advances, with interest thereon at 10% per annum or, if greater and allowed by applicable law, at the maximum rate permitted by applicable law (but in no event greater than 18% per annum), shall be repaid to the Advancing Tenant from the first available revenues produced from the Property and available for distribution with respect to the Interest held by the non-paying Tenant. Such repayment shall be in the proportion that each of the Advancing Tenant's Interest bears to each other: or (b) to not make an advance to cover the non-paying Tenant's share of such uncovered costs, but to reduce from the first available funds produced from the Property and available for distribution to the non-paying Tenant, such amount of funds as to pay all interest, 876603v3 -3- penalties, costs, expenses and damages related to or resulting from such non-paying Tenanfs failure to pay such uncovered costs; or. (c) to adjust the Interests of the Tenants in the Property to those percentages calculated by dividing (i) the aggregate contributions (including the Contribution and any subsequent contributions) of the non-paying Tenant, by (ii) the aggregate contributions made by all Tenants. Any such adjustment of the Interests shall be evidenced by a quitclaim deed duly executed and acknowledged by the Tenants and recorded in the office of the County Recorder for San Diego County, State of California, setting forth the adjusted Interests of the Tenants. In the event that the non-paying Tenant is the Managing Tenant, the Advancing Tenant shall have right to designate another Tenant to be the Managing Tenant, subject to acceptance by that designated Tenant. (d) Notwithstanding anything to the contrary contained in this Agreement, each loan under this Section 2.3 shall be due and payable in full on or prior to the 31 st day after any such loan was made or, if earlier, the disposition of the defaulting Tenant's Interest in the Property by sale, transfer or otherwise (including, without limitation, to one or more of the other Tenants). All such loans shall be repaid in reverse order of priority in which they were made (such that loans made last in time will have a higher repayment priority than those made earlier in time) and all such loans having the same repayment priority shall be repaid on a pro rata basis. Any such loan hereunder to a Tenant will be recourse to that Tenant itself, and if any Tenant is a disregarded entity for federal income tax purposes, then any loan made to such Tenant shall be recourse to the owner of such Tenant. 2.4. Revenues derived from the Property, less ownership and operation costs incurred or paid and any reserves for such payments, shall be distributed not less than every three months to the Tenants, pro-rata in accordance with each Tenant's Interest. 2.5. Each Tenant shall protect, defend (including payment of reasonable attorneys' fees and costs, and court costs), indemnify and hold harmless each other Tenant: {a) from and against all debts, liens, judgments or charges of any nature accruing against the Property by reason of any act of the Tenant; and (b) if any other Tenant, in excess of the Tenant's respective Interest, incurs liability for repayment of any loan or indemnifies any lender for a loan obtained and used for the benefit of the Property and/or all Tenants, or discharges any other obligation of all Tenants and/or relating to the Property. ARTICLE m No Obllgatlon of Time Devoted to the Business Subject to Article IV, each Tenant may, or may not (but with no Tenancy-in-Common obligation to do so under this Agreement), devote such time and attention to the business of the Tenancy-in-Common as it may desire, and no Tenant will be entitled to draw a salary or receive any compensation for such time and attention. 876603v3 -4- ARTICLE IV Management and Operation of the Property 4.1. Except for situations in which the approval of all the Tenants is expressly required by this Agreement, REFIV will be the current and acting managing tenant under this Agreement (the "Managing Tenantn) and will have the authority to manage and control the business and all other affairs with respect to the Property. The Managing Tenant shall have the authority to execute and enter into leases with lessees of the Property on behalf of all Tenants; provided that any such leases that require approval of all Tenants are approved in accordance with this Agreement. 4.2. Except as set forth elsewhere in this Agreement, the following situations require approval of all the Tenants: (a) Sale of the Property; (b) Financing and/or any refinance of the Property, including the negotiation, re-negotiation, and approval thereof; (c) Entering into a lease for any portion of the Property; and (d) The hiring of any property manager for the Property, other than as set forth in Section 4.2, and the negotiation, renegotiation, and approval of any management contract or agreement with any such property manager (and any extension or renewal of any such contract or agreement), which term shall be renewable for one or more additional one-year periods upon the unanimous approval of the Tenants. 4.3. Upon executing this Agreement, the Tenants will retain a property manager {the "Property Manage~) to manage the Property, who will be so re-affirmed and elected, or replaced, as and if necessary, on an annual basis by the Tenants. The Property Manager shall manage the Property under the terms and conditions set forth in a separate management agreement, which separate management agreement will provide, amongst other terms, that the Property Manager will collect the rent or rents and other amounts from the Property, pay bills and vendors, and distribute net proceeds to the various Tenants, as and if available, and necessary, on at least an every 90 day basis. Such management agreement shall provide for a management fee at the then-current commercially reasonable rate, plus reimbursement of costs and customary leasing fees. 4.4. [reserved] 4.5. Pursuant to Section 1.1, various Tenancy-in-Common Interests are created by this Agreement for the Property and will be governed by the terms, covenants and conditions set forth in this Agreement, with an initial group of four Tenants comprising the total aggregate Interests of 100% as of the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement (including in Article V), however, and at any time during the term of this Tenancy-in- Common, at least two or more of the Tenants comprising at least 51 % or more of the Interests in this Tenancy-in-Common (for purposes of this Section 4.4 only; and to be collectively defined as the "Majority Tenants"), may elect to remove and replace either the then-current Managing Tenant and/or the then-current Property Manager, or both, at the sole and absolute discretion of the Majority Tenants and for any reason whatsoever, but to be so elected upon no less than five business days advance written notice to the other Tenants. Any such advance written notice from 8756031/3 -5- the Majority Tenants will include the name or names and other contact information for their selected replacement of the Managing Tenant and/or the Property Manager, as applicable (with each to have the same rights, powers and duties as set forth in this Agreement, including to be affirmed as to their respective positions annually); provided, however, that the replacement Managing Tenant, so selected by the Majority Tenants, may actually be one of the Majority Tenants, although no Majority Tenant, nor any other Tenant itself, may be or become the Property Manager under Section 4.2; and provided further, that any such removal and replacement of the then-current Managing Tenant will not reduce nor diminish the so-removed Managing Tenant's Interest in this Tenancy-in-Common (except as otherwise expressly provided in this Agreement). ARTICLEV Mediation and Arbitration 5.1. If a management decision cannot be reached, or if any dispute arises between the Tenants, the Tenants hereby agree: (a) With regard to any and all disputes, claims and/or disagreements (collectively, the "Claims") by, among or between the Property Manager and the Tenants, or between the Tenants or any of them, regarding the Property or its operation, management or disposal, or for any other reason whatsoever, the parties will mediate any Claims between them before resorting to the arbitration procedures set forth in this Agreement. Mediation is the process in which the parties attempt to resolve any Claims by submitting such Claims to an impartial, neutral mediator who is authorized to facilitate the resolution of the Claims, but is not empowered to impose a settlement on the parties. The mediation fee, if any, shall be divided equally between or among the parties involved. Before the mediation begins, the parties agree to sign a document limiting the admissibility in mediation and arbitration of anything said, any admission made and any documents prepared, in the course of the mediation and arbitration, consistent with California Evidence Code Section 1152.5. IF ANY PARTY COMMENCES AN ARBITRATION OR COURT ACTION BASED ON ANY CLAIMS TO WHICH THIS ARTICLE V APPLIES WITHOUT FIRST ATTEMPTING TO RESOLVE THE MATTER THROUGH MEDIATION, THEN IN THE DISCRETION OF THE ARBITRATOR(S) OR JUDGE, THAT PARTY SHALL NOT BE ENTITLED TO RECOVER ITS ATTORNEYS' FEES AND COSTS, AND COURT COSTS, EVEN IF THEY SHOULD OTHERWISE BE AVAILABLE TO THAT PARTY IN ANY SUCH ARBITRATION OR COURT ACTION. However, the filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies shall not in itself constitute a loss of the right to recover attorneys' fees under this Article V. The following claims are excluded from the requirement of mediation under this Agreement: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, or installment land sale contract, as defined in California Civil Code Section 2985; (ii) the filing or enforcement of a mechanic's lien; and/or (iii) any matter which is within the jurisdiction of a probate court. (b) BY INITIALING THIS ARTICLE V BELOW, THE PARTIES AGREE TO NEUTRAL BINDING ARBITRATION OF ALL CLAIMS CONCERNING OR IN ANY WAY RELATING TO THE PROPERTY. BY SELECTING ARBITRATION, THE PARTIES ACKNOWLEDGE THEY ARE GIVING UP THEIR RIGHTS TO A JURY OR COURT TRIAL CONCERNING THOSE CLAIMS. THE PARTIES FURTHER ACKNOWLEDGE THAT THEIR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL ARE ALSO AFFECTED. THE PARTIES' AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. ANY CLAIMS, AS SET FORTH ABOVE, SHALL BE DECIDED BY NEUTRAL BINDING ARBITRATION PURSUANT TO 875803v3 -6 - THE PROVISIONS OF TITLE IX OF PART 3 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, COMMENCING WITH SECTION 1280 OR ANY SUCCESSOR STATUTES OF SIMILAR EFFECT, AND NOT BY A COURT ACTION, EXCEPT AS PROVIDED BY CALIFORNIA LAW FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS. THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR WHO IS A RETIRED SUPERIOR COURT JUDGE. THE PARTIES SHALL ATTEMPT TO AGREE WITHIN 15 DAYS ON THE SELECTION OF THE ARBITRATOR. IF THEY ARE UNABLE TO AGREE, THE SELECTION OF THE NEUTRAL ARBITRATOR SHALL BE IN ACCORDANCE WITH THE PROVISIONS OF TITLE IX OF PART 3 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. THE AGGRIEVED PARTY CAN INITIATE ARBITRATION ONLY BY SENDING A WRITTEN •NOTICE OF INTENTION TO ARBITRATE• BY CERTIFIED MAIL TO THE OTHER PARTY(IES). THE NOTICE MUST CONTAIN A DESCRIPTION OF THE CLAIMS, AND THE REMEDY SOUGHT. IF AND WHEN A NOTICE OF ARBITRATION IS MADE BY A PARTY, THE PARTIES AGREE TO EXECUTE A SUBMISSION AGREEMENT WITHIN 15 DAYS AFTER RECEIPT OF SAME FROM THE ARBITRATOR. THE SUBMISSION AGREEMENT SHALL SET FORTH THE RIGHTS OF THE PARTIES IF THE CASE IS ARBITRATED AND THE RULES AND PROCEDURES TO BE FOLLOWED AT THE ARBITRATION HEARING. NOTWITHSTANDING THE ABOVE, AT LEAST 14 DAYS PRIOR TO THE ARBITRATION HEARING, EACH PARTY MUST MAKE A FULL DISCLOSURE TO THE OTHER PARTY OF: (i) ALL DOCUMENTS TO BE PRESENTED BY SUCH PARTY, AND (iij ANY WITNESSES TO BE CALLED BY SUCH PARTY. JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR($) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1283.05, WHICH SECTION IS INCORPORATED HEREIN BY THIS REFERENCE. THE FILING OF A JUDICIAL ACTION FOR ORDER OF ATTACHMENT, RECEIVERSHIP, CLAIM AND DELIVERY, INJUNCTION, TO PERMIT RECORDING OF A LIS PENDENS OR OTHER PROVISIONAL REMEDIES SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO ARBITRATE UNDER THIS ARTICLE V; PROVIDED, SAME IS FILED FOR THE SOLE PURPOSE OF PROTECTING A PARTY'S RIGHTS OR INTERESTS PENDING COMPLETION OF THE ARBITRATION PROCEEDING. Initials of Tenants: ARTICLE VI 01spoa1t1on oJ toterett &.1. Right of Flrat Offer. {a) Except as hereinafter provided, if prior to the termination of this Agreement, any Tenant (the •Offering Tenanf) shall desire to sell or otherwise dispose of its Interest in the Property (such Interest being hereinafter referred to as the "Offered Interest") to a person not then a Tenant, it shall first give notice to the non-offering Tenant(s) of its intention to do so. The notice shall specify the amount of the Offered Interest and the price, terms, and conditions of the intended sale or disposal, and if the sale is for consideration other than cash, the cash equivalent value of such non-cash consideration. (b) Within 15 days after the receipt of such notice, the non-offering Tenant{s) shall have the right to acquire all, but not less than all, of the Offered Interest at the price or upon 875803v3 -7- the cash value consideration, and upon the other terms and conditions, specified in the notice from the Offering Tenant. (c) If the non-offering Tenant(s) shall desire to acquire the Offered lr-iterest, such non-offering Tenant(s) shall give the Offering Tenant notice of this intention and shall thereafter comply with the terms and conditions of sale or disposal specified in the notice given by the Offering Tenant. If more than two Tenants comprise the Tenancy-in-Common, and more than one non-offering Tenant elects to purchase the Interest of the Offering Tenant, the Interest of the Offering Tenant shall then be acquired by the non-offering Tenant(s) in the proportion that the lnterest(s) of the non-offering Tenant(s) bear to each other. (d) If none of the non-offering Tenants desire to acquire the Offered Interest, the Offered Interest may be sold or disposed of to any other party, but not at a price or for consideration or upon terms and conditions more favorable than those specified in the notice already given by the Offering Tenant to the other Tenant(s). In addition, any party acquiring the Offered Interest shall agree to be bound by the terms of this Agreement and shall immediately execute an amendment to this Agreement, which amendment shall reflect the addition of the new party as an additional Tenant(s). (e) Any sale or other type of disposition of a Tenant's Interest made by an Offering Tenant, upon the failure of any of the non-offering Tenants to exercise their rights under this Section 6.1, shall be consummated within 180 days after expiration of the 15 day period set forth in Section 6.1 (b); otherwise, the offering Tenant's Interest shall be offered again to the Tenant(s) in accordance with the provisions of this Article VI. (f) If the disposition of any Tenant's Interest is to be accomplished through the use of a qualified exchange under Section 1031 of the Code, the provisions of Sections 6(a) through (e) shall apply, and the non-offering Tenants shall cooperate with the disposing Tenant as may be reasonably necessary; provided, however, that any cooperating Tenant shall not be obligated to act as an accommodator, take title to any other property or to incur any additional liability or expense because of such exchange. (g) The terms of this Article VI shall not apply to sales or transfers of a Tenant's Interest by way of an assignment of such Interest to any entity owned or controlled by the Tenant making such assignment where the Tenant's transferee is owned and controlled by the Tenant's principals in the same manner and proportion as they own Tenant. 6.2. Purchase Upon lnsolvencv. (a) If any Tenant (the "Insolvent Tenant") at any time shall commit an Act of Insolvency (as defined in this Section 6.2), the remaining Tenant(s) shall have the right and option (but not the obligation), exercisable by notice to the Insolvent Tenant, its successors or representatives, to acquire the Interest of the Insolvent Tenant in the Tenancy-in-Common at a price equal to the amount the Insolvent Tenant would have been entitled to receive if the Tenant(s) had sold the Property for its fair-market value, in accordance with Paragraph 6.2(c), as of the date that any Act of Insolvency was committed, or the date of the first Act of Insolvency, if more than one, and the Tenant(s) had immediately paid all typical selling costs (broker fees, transfer taxes, loan prepayment charges, escrow and title charges, etc.) and all liabilities encumbering or relating to the Property and distributed the net proceeds to each Tenant in satisfaction of their respective Interests in the Tenancy-in-Common. The closing of the purchase and sale of the Insolvent Tenant's Interest in the Tenancy-in-Common shall take place on the closing date specified in the remaining Tenant's notice, which shall be not more than 60 days after the date of B75803v3 -8 - said notice (the "Closing Date"). Such notice shall be given within 180 days after the Act of Insolvency becomes known to any remaining Tenant(s). As used in this Agreement, each of the following shall constitute an "Act of Insolvency" if such act or event is not cured or otherwise caused to be set aside within 60 days after its occurrence: (i) a bankruptcy case with respect to the Tenant is commenced under the Bankruptcy Code or under any state or federal statute respecting bankruptcy; or (ii) a receiver is appointed for all or substantially all of the business assets of a Tenant on the ground of insolvency; or (iii) a Tenant makes a general assignment for the benefit of its creditors. (b) The purchase price shall be paid by the remaining Tenant(s) to the Insolvent Tenant in cash on the Closing Date. (c) The fair-market value of the Property shall be determined by an independent appraiser acceptable to all Tenants, who shall be a member of the American Institute of Real Estate Appraisers, and familiar with properties in the Encinitas, California area. The appraiser shall be instl'lJcted to determine the amount that the Property would be sold for at an all cash sale, subject to all non-monetary encumbrances of record, including existing lease(s). If all Tenants do not agree within 10 days upon one such appraiser, then each shall appoint one such appraiser within 1 O days after written request by a Tenant, and a third ( or fourth, as the case may be) appraiser shall be selected by the appointed appraisers. If a Tenant shall fail to timely appoint an appraiser after such written request, the appraiser(s) appointed by any other Tenant(s) shall select the second (or third, as the case may be) appraiser within 10 days after such Tenant's failure to appoint, and the two or three appraisers so appointed will appoint a third (or fourth, as the case may be) having the same minimum qualifications. The fair-market value of the Property shall be the average of the valuations of the Property as determined by each of such appraisers; provided, however, if such average deviates more than 10% from the median of such valuations. the fair-market value shall be the average of the two closest valuations. If the parties agree on one appraiser, each shall pay its pro-rata share of the fees and costs of such single appraiser, In proportion to its Interest. Otherwise, each Tenant shall be responsible for the fees and costs of its separately appointed appraiser (or of the appraiser appointed for such Tenant), and each shall pay its proportionate share of the fees and costs of the third (or fourth, as the case may be) appraiser in proportion to its Interest. Once the fair market value of the Property has been determined, then the purchase price shall be calculated by the Tenants' outside accountant (or if none, the purchasing Tenant's outside accountant) based on the Property-related liabilities and obligations of the Tenants, including monetary liens against the Property, that are in existence as of the month end preceding the closing date. ARTICLE VII Buy/Sell Agreement 7 .1. Buy/Sell With Third Party Offer. Should at any time the Tenancy-in-Common be comprised of two or more Tenants, and a bona fide offer from a third-party ("Third-Party Offer'') is received by the Managing Tenant to purchase the Property, then by a vote conducted by the Managing Tenant, and approved by one or more Tenants with an Interest of 20% or greater, the sale shall be approved; provided that: 875603v3 -9 - (a) If the sale is approved, any Tenant(s) not wanting to sell shall have the right to buy the Interests of those Tenant(s) who voted to sell (and if exercised, then the sale to the third-party shall not be consummated). In such event, the price and terms of the lnterest(s) being purchased shall be equal to the price and terms being offered by the Third-Party Offer, adjusted on a pro rata basis. Any Tenant(s) who voted not to sell must notify in writing those Tenant(s) who voted to sell (within seven days after receiving written notification by the Managing Tenant of the outcome of the vote) of their intention to exercise this provision. All terms and conditions of the Third-Party Offer shall apply; however, notwithstanding any other provision of this Article VII, a purchasing Tenant shall have a minimum of90 days from the date of the vote under Section 7 .1 to consummate its purchase. (b) In order to be valid, the Third-Party Offer must: (i) be from an entity reasonably capable of consummating the transaction; and (ii) provide for a closing no later than 120 days after acceptance of the Third-Party Offer. 7.2. Sale, Condemnation or Destruction of Property. If the Property is sold, condemned or destroyed, then the net proceeds received as a result of the sale, condemnation or destruction shall be divided and distributed in the following order of priority: (a) first, to the payment of debts and liabilities attributable to the Property (including expenses incurred in collecting such proceeds); and (b) the balance then remaining will be distributed to the Tenants pro-rata in accordance with their respective Interests. 7 .3. Buy/SeU With No Third-Party Offer. Should, at any time after the date which is 12 months from the date that the Tenants acquire title to the Property, the Tenancy-in-Common be comprised of two or more Tenants, and one Tenant with an Interest equal to or greater than 20% shall desire to cause a sale of the Property but the other Tenants do not agree to sell the Property, then any Tenant may send a written notice to the other Tenant(s) electing to sell the Property. Upon receipt of such written notice, the Tenants shall determine the fair-market value of the Property in accordance with Paragraph 6.2{c). After the fair-market value of the Property has been determined, the Property shall be listed for sale at a price not to exceed 105% of the fair-market value and for a period of six months, unless the Tenant(s) receiving the written notice elect(s) to buy the Interest of the Tenant sending the notice for the price and on the terms described in Section 6.2 as if the notifying Tenant had committed an Act of Insolvency on the date that the notice was sent under this Section 7 .3. If the Tenant(s) receiving the written notice do not elect to buy such Interest, then the Tenants shall sell the Property to the first prospective buyer who submits an offer within the six months listing period, for a price that is not less than 95% of the fair-market value as determined above, with the price to be paid all cash, with customary escrow terms and closing costs and through an escrow that closes no later than 120 days after acceptance of the offer. 875603v3 -10 - ARTICLE VIII Term This Agreement shall take effect on the Effective Date, and shall terminate, except for any undischarged payments, assessments or other obligations due under this Agreement on the part of any Tenant, upon the first to occur of the following events: (a) termination by agreement of all of the Tenants; (b) the sale or other disposition of all Tenants' undivided Interests in the Property, such that only one owner of the Property remains; or (c) the expiration of 30 years from the Effective Date. ARTICLE IX Miscellaneous 9.1. Notices. Any and all notices and demands under this Agreement shall be written and given by (i) personal delivery, (ii) certified mail, return receipt requested, postage prepaid, or (iii) overnight courier service such as Federal Express or UPS; provided the sender retains proof of the delivery/transmission thereof and at the same time sends notice by postage prepaid regular first class mail, to the parties at their respective addresses below, or such addresses as last requested thereby in writing. Addresses for Notices: TO: REFIV TO: ARKA TO: AROW RPG -Real Estate Fund IV, LLC 315 S. Coast Hwy 101, Ste U-12 Encinitas, CA 92024 Attn: Adam Robinson ARKA Monterey Park, LLC 9350 Wilshire Blvd, Ste #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec 170 Arrowhead Partners, LLC 9350 Wilshire Blvd, Ste #402 Beverly Hills, CA 90212 Attn: Vincent Bohanec 9.2. No Partnership. Nothing in this Agreement shall be construed to consider the Tenants as partners or joint ventures, nor constitute any Tenant the agent of another or in any manner limit the parties in the carrying on of their respective businesses or activities. 9.3. Books and Records. The Property Manager shall maintain proper books and records for the Property and the Leases. The Tenants and their agents shall have the right to examine and copy the books and records at any time and the Property Manager shall make the books and records available upon a Tenant's request. 875603v3 -11 - 9.4. Attorneys' Fees. In the event of any arbitration, action, suit, or proceeding brought under or in connection with this Agreement, the prevailing Tenant shall be entitled to recover, and the other Tenants agree to pay, the prevailing Tenant's reasonable costs and expenses in connection therewith, including reasonable attorneys' fees and costs, court costs, and costs to enter or enforce any arbitration award. 9.5. Successors and Assigns. Each of the terms, conditions, and provisions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the respective parties. 9.6. Further Acts. Each Tenant agrees to perform any further reasonable acts and execute and deliver any reasonable documents which may be reasonably necessary or desirable to carry out the provisions of this Agreement. 9.7. Direction In WIii. As to each individual Tenant, each agrees to insert in his/her Will a direction and authorization to his/her executor to fulfill and comply with the provisions hereof, and to sell his/her Interest in the Property in accordance herewith, but the terms and provisions of this Agreement shall be binding and controlling, despite the failure of any Tenant to so do. 9.8. Headings. Article, Section, and Paragraph headings are for convenience only and shall not be construed as part of this Agreement. 9.9. Severablllty. In the event any provision(s) in this Agreement are, or are for any reason adjudged to be, unenforceable, such provision{s) shall be disregarded, and the remaining provisions hereof shall subsist and be carried into effect. 9.1 O. Waiver of Right to Jury. With respect to any dispute arising under or in connection with this Agreement, as to which, despite the arbitration requirement set forth above, legal action nevertheless occurs, no Tenant shall have the right to trial by jury, and each Tenant hereby irrevocably waives such right. 9.11. Remedies Cumulative; Enforceabllltv. Except as otherwise expressly provided in this Agreement, no remedy conferred upon or reserved to the Tenants herein shall be exclusive, and each and every remedy shall be cumulative. The Tenants acknowledge and agree that the rights granted to the Tenants under this Agreement are of a special and unique kind and character and that, if there was a breach of any material provision of this Agreement, the non-breaching Tenants would not have an adequate remedy at law. It is expressly agreed, therefore, that the rights of the Tenants under this Agreement shall be enforceable by a decree of specific performance. 9.12. Advice of Counsel. Each Tenant acknowledges that he/she/it has been represented (or has had the opportunity to be represented) in the preparation and signing of this Agreement by his/her/its own legal counsel. 9.13. Counterparts. This Agreement may be signed in counterparts (including via UPDF" or other electronic signature), and all such counterparts together, or a copy of this Agreement with all of the executed signature pages, shall constitute the fully-executed Agreement. 875603v3 -12 - 9.14. Authority. Each signatory executing this Agreement on behalf of an entity affirms that he/sheflt is authorized and empowered by such entity to execute this Agreement and represents such entity in the capacity stated. 9.15. Amendments. This Agreement may be amended only in writing signed by all Tenants. 9.16. Mutual Indemnity Among Tenants. Each Tenant agrees to indemnify, defend and hold harmless (including reasonable attorneys' fees and costs, and court costs) the other Tenants because of any debts, liens, judgments or charges of any nature accruing against him/her/it or the Property, in whole or in part, by reason of any act of such Tenant taken in contravention of any of the terms of this Agreement. 9.17. Indemnity by Lessees. The Tenants shall use reasonable efforts to obtain leases and other agreements for the Property which provide that any lessee or licensee thereunder shall fully indemnify and hold harmless (including reasonable attorneys' fees and costs, and court costs) each Tenant, jointly and severally, from any and all damages, claims, liabilities or expenses arising out of his/herfits use of the Property. Upon the renewal or modification of any existing Lease, if the Lease does not already have such a provision, the Tenants will use reasonable efforts to obtain it. 9.18. Tenants' Indemnity of Property Manager. Excluding the negligence and/or willful misconduct of the Property Manager, the Tenants, jointly and severally, shall indemnify, defend and hold harmless (including reasonable attorneys' fees and costs, and court costs), and pay all costs, expenses, losses, damages and liabilities of, and claims and judgments against, the Property Manager resulting from any act by the Property Manager that was a prudent business decision done in good-faith and for the benefit of all the Tenants. [TEXT CONCLUDED WITH SIGNATURES ON NEXT PAGE] 875603V3 -13 - The Tenants have executed this Agreement as of the Effective Date. RAF PACIFICA GROUP-1'"5r°"•.,._STATE FUND IV, LLC, a California limited liabill y ARKA Monterey Park, LLC, a Utah limited liability company, By: SMB I Group, LP., a Delaware limited partnership Its Sole and Managing Member By: K Associates, a California general partnership Its General Partner ~~&J Its: General Partner 170 ARROWHEAD PARTNERS, LLC a California limited liability company By: K Associates, a California general partnership ,m_~~~~~• ~444- 875803V3 -14- EXHIBIT A Legal Description of the Property See attached. 875603v3 V RE~ORDING REQUESTED BY: •',AND WI-IBN RECORDED MAIL THIS omm AND, UNl,ESS OTIIERWISE SHOWN om.ow. MAH, TAX SfATEMEl\'TS TO: DOCD 1995-0585520 22-DEC-1995 03=16 PM 190 OFFICIAL RECORDS SAN DIEGO COUHTY RECORDER'S OFFICE CARLSBAD CORPORATE CENTRE, LLC ATTN: CHARLES SHER 990 HIGHLAND DRIVE, STE. 202 SOLANA BEACH, CALIFORNIA 92075 ' ' GREGORY SMITH, COUMTY RECORDER RF• 9. 00 FEES: 19. 00 AF1 9. 00 NA MF• 1. 00 Quitclaim Deed A.P.N. _..;;;2;.;;;;l.;:::;.2-__ 0 __ 9 __ 3 __ -_l;;;;.2 __ _ The undersigned grantor(s) <lcclare(s): Documentary transfer tax is $ -0-( ) computed on full value-o-::-f-p-ro_p_e_rl_y_c_o_n_ve_y_e...,.d,-o-r _______ _ ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (xx) City of Carlsbad d ____________________________ ,an FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Sumitomo Bank of California, a California Banking Corporation do hereby REMISE, RELEASE AND QUITCLAIM to CARLSBAD CORPORATE CENTRE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY the real property in the City of Carlsbad . County of San Diego , State of California, described as An easement for proposed private drainage over a portion of Lots 33 and 34 of CARLSBAD TRACT NO. 81-46 UNIT NO. 2, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 11288, filed in the Office of the County Recorder of San Diego County, July 16, 1985, as .. being more particularly shown and described on said Map •. (The purpose of this Quitclaim is to release any interest and eliminate the private drainage easement that was proposed on Map No. 11288.) D:111:<l _, _ __;;;,12;:;;.o../~l,_/9~5"'------------------- State or Cnliforni,, Cc,t1n1y <')f -~,_,,s..___ ) 1 S.S. On 12/1/95 hc:fon: me. _P.onn °¥ ama=-=da=---- --------, pcn,onall) 11ppcm"1:,I Richard y . .J:li.~t§.,___ ______________ _ pcr,,nn.ill)' known In me (or pm,cd lo me on the husi, of ,a1i,foc1ory ,:\'idem:,:) In he lhc person(s) whnsc numc(s) is/urc sulm.'ribc<l 1<> the within ins1ru111cn1 untl a,·knowlcdgcd lo me thut hc/shc/th~•y cx~•l."utctl the si1mc in his/her/their 1m1horizcd c11puci1y(ic~). 1md thul by hiolhcr/thcir 5il,llllll\11'1:(~> on thc ins1rumc111 1hc pcrson(s/, <ir 1hc entity upon bch.ilf of which lhc p~rs1Hl(s) ,1,tcll. ~XL'<."ulcd lite inslrumcnt. '1ls~11~ ~ Siinal\ll'l:~~~e::;i,a.. _ _,,...,~;;;:2~~==~=-2:~=------~ --.::;., Signature of Granter sumit9mo Bank of.Califo+nia, a California banking corporat!on BY: ,eQ BY: Richard Y. Hirota MAIL TAX STATEMENTS TO, ______________ _ Form 3196-8 (6-94) This Document provided by Commonwealth Land Title Insurance Company Non-Order Search Page 1 of 5 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1995 00585520 "FOUR.-SHER DEVELOPMENT TEL ~-.. 619-792-8800 EXJ:UBIT II A II PAGE 1 Nov ~5 10:30 No.001 P.03 191 AN EASEMENT FOR PRIVATE DRAINAGE PURPOSES OVER THE WESTERLY 15. 00 FEET O.F LOT 32 OF CARLSBAD TRACT NO. 81-46 UNIT NO. 2, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP '.!'HEREOF NO. 11 288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 1 6, 1985. E'XCEPTING THEREFROM THAT PORTION OF $AID LOT 32 LYING EASTERLY AND NORTHEASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING A'r THE NORTHWESTERX.i'i CORNER Ot SAI() LO'l' 32 SOUTH 10° 20 '19" EAST 7.24 FEET ALONG THE WESTERLY LINE OF SAID LOT 32; THENCE LEAVING SAID WESTERLY LINE SOUTH 23°43'52" EAST 64.76 FEET TO THE EASTERLY LINE OF SAID WESTERLY 15.00 FEET. ------L.S. 6404 Non-Order Search Page 2 of 5 Requested By: Shivamma.Sampangi, Print;F°12/12/2018 3:42 AM Doc: SD:1995 00585520 FDUR.-SHER DEVELOPMENT TEL 'liffl'.619-792-8800 Nov ~5 10=30 No.001 P.04 :~-n .r---------------------------------- ~ \~\~~2-31· ~FC ~--~_..,,., .. $(:AU! /" = 200• l>ATE /J .. 2-95 O'RN. RJS CK. DIF Non-Order Search Doc: SD:1995 00585520 ~ .. EXHIBIT ':A " PAGE2 SPEAR & ASSOCIATES CIVXL bdXMS .. l~d ~ I.MID 81m'9JIIYlWO U,U ll41' ~IOINS'noV-"fU~ ~fllffl• BSCO)l'l)lDO, eALIPO~ •aoas (C1t)'131•7272 ('19) 149•22•0 ' 192 JOB NO. 95-127 0WG NO, Page 3 of 5 Requested By: Shivamma.Sampangi, Printed: 12/12/201 B 3:42 AM FpUR-SHER DEVELOPMENT TEL .619-792-8800 EXHIBIT "A" PAGE 1 Nov ~5 10:30 No.001 P.05 193 LOTS 33 AND 34 OF CARLSBAD TRACT NO. 81-46 UNIT NO. 2, IN 'l'HE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 16, 1985. RESERVING THEREFROM AN EASEMENT FOR PRIVATE DRAINAGE PURPOSES OVE~ THAT PORTION OF SAID LOT 34 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTWESTERLY CORNER OF LOT 32 OF SAID MAP NO. 11288 SOUTH 10°20' 1911 EAST 72. 00 FEET ALONG THE COMMON LINE OF SAID LOTS 32 ANO 34; THENCE LEAVING SAID COMMON LINE NORTH 23°43 1 52" WEST 64.76 FEET; THENCE NORTH 10°20'1911 WEST 9.00 FEETJ THENCE NORTH 7 9 ° 3 9' 41 11 EAST 1 5. 0 0 FEET TO THE POINT OF BEGINNING. RAMONJ.SPEA'ti L.S. 6404 Non-Order Search Page 4 of 5 Requested By: Shivamma.Sampangi, Print;;[°12/12/2018 3:42 AM Doc: SD: 1995 00585520 I .i FOUR-SHER DEVELOPMENT TEL ~Li.619-792-8800 .. Nov ~5 10:30 No.001 P.06 10$4'1 ,,-------------------------------. . SCAl.E /" ~ 200' &AT /f-2 .. 95 DAH-RJS et<. DIF Non-Order Search Doc: SD:1995 00585520 EXHIBIT ':A " PAG£2 LOT 32 • I 194 9 NO. 95--127 OWQ MO. Page 5 of 5-Requested By: Shivamma.Sampangi, Print~ 2/12/2018 3:42 AM RECORDING REQUESTED BY Carlsbad Municipal Water District AND WHEN RECORDED, PlcASE MAIL TO.: Carlsbad Municipal Water District Engineering Department 6950 El Camino Real Carlsbad, California 92008 MAIL TAX STATEMENTS TO: EXEMPT The undersigned grantor(s) declare(s): Documentary transfer tax ts $ 0.00 ( ) computed on fUII value of property conveyed, or ( ) computed on fUII value less value of liens and encumbrances remaining at time of sale. ( ) Unincorporated area: (x) City of Carlsbad , and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, 1157 DOC tt 1996-0242910 13-MAY-1996 02:18 PM OFFICIAL RECORDS SAM DIEGO COUHTY RECORDER'S OFFICE GREGORY SMITH, COUNTY RECORDER FEES: 0. 00 HA Assessor's Parcel No.__.2"""'1 .... 2 ...... 0"""'9"""3 __ .1 __ 2...._ _____ _ Project No. & Name CMWD Prolect No. 95-209 Lots 33 & 34, Carlsbad Corporate Center, Carlsbad Tract 81-46 GRANT DEED OF WATER LINE EASEMENT CARLSBAD CORPORATE CENTRE, LLC, a Callfomla Limited Uablllty Company does hereby grant to CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized In the State of California, Its successors and assigns, an easement. Purpose: the easement granted herein shall be granted for the followtng purposes: the construction, operation, repair, reconstruction and all activities necessary to construct, reconstruct, operate, maintain and repair facilities designed for the general purpose of collecting, storing, transporting, pumping and treating all water, Including surface water, stream water, flood water and ground water floWing Into said facilities, and all natural and artificial drainage ditches and structures of any kind, whether above or below the surface of the ground. Said facility may Include pipelines, pumping facilities, structures designed to control the flow of water and all faclllties and structures associated with said use which are designed to facilitate the use and protect the facility from natural and other forms of damage including, but not limited to, erosion control facilities, fences, gates, doors, locking devices, alarms, lights, and all other protective facmties and devices. The use shall also Include a means of access to and 1 06/14/95 Rev. Non-Order Search Page 1 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 0 0 1158 · ~·;• from said facility for the purpose of constructing, operating, repairing, maintaining, inspecting and reconstructing said facility, The uses described herein shall be exclusive to the Grantee. Grantor herein agrees that no buildings and/or structures will be erected, walls constructed, fences built nor trees planted, nor may the easement be used by the Granter or any other person or entity, Including other utilities, whether public or private, for uses whether compatible or Incompatible with the uses described herein without the express written approval of the Grantee. LOCATION OF THE EASEMENT: The easement granted herein shall be located within and upon the properties more particularly described In Exhibit •A• and Exhibit -a• attached hereto and by this reference made a part hereof. APPROVED AS TO FORM: RONALD R. BALL GENERAL COUNSEL By:,_-?J~;.q~~:::S.:!~---r--- Executed by the Granter this ;is-day of f'!i ,M. c..tf 103.!.e... GRANTOR: CARLSBAD CORPORATE CENTRE, LLC, a Caflfornla Umlted Uabfllty Company (name of granter) By:,~C_:&,~e--P:w..,_\~~~==-------- \ (sign here) M.tz..-\ov By: ____ j.......__b __ A_. _c_fiu;J}._1e_o_1 __ 1_n_at_o_ry_) ------ (sign here) (tftle of signatory) J> f"'-1-( ~l',rl'M °"'"Se (Notari acknowledgement of execution of GRANTOR must be attached.) CMWO 95-209 2 06/14/95 Rev, Non-Order Search Page 2 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 ... . \ STATE OF CALIFORNIA· COUNTY OF San Diego \ } ss. J 1159 On March 25. 1996 CATI: before me, Debra H. Minaui, Notary Public; NAME. TliLE OF OFRCER personally appeared, ___ C_h_a_r_l_e_s __ J_. __ Sh-e_r __ a_n_d...;;D.;;a~v~e~A~~·D~u~F~o~u~r=~-------------- NAME(S) OF SIGNER(S) IX] personally known to me• OR -D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (This area for official notary seal.) Title or Type of Document Grant Deed of Water Line Easement Date of Document March 25, 1996 No.of Pages_~7 ____________ _ Slgner(s) other than named above ___________________________ _ CMWD 95-209 06/14/85 Rev. Non-Order Search Page 3 of7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 t. '· 0 0 1160 EXHIBIT "A" ALL THAT PORTION OF LOTS 33 AND 34 OF CARLSBAD TRACT NO. 81- 4 6, UNIT NO. 2 1 IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS PER MAP NO. 11288 RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY JULY 1 6, 1 985, BEING A STRIP OF LAND 1 5. 00 FEET WIDE, LYING 7. 50 FEET ON EACH SIDE OF, AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 34, SAID POINT ALSO BEING ON THE EASTERLY RIGHT-OF-WAY LINE OF KELLOGG AVENUE ( 72 .00 FEET WIDE); THENCE ALONG THE WESTERLY LINE OF SAID LOT 34 AND SAID EASTERLY RIGll'r-OF-WAY LINE SOUTH 9°34'56" EAST 98.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERI.,Y LINE AND SAID EASTERLY RIGHT-OF-WAY LINE ALONG SAID CENTERLINE, NORTH 7 9 ° 3 9 1 41 " EAST ·7 5. 0 0 FEET TO A :POINT HEREINAFTER REFERRED TO AS POINT II A 11 ; THENCE NORTH 79 ° 3 9 '41 " EAST 245.31 FEET; THENCE SOUTH 37°50'19" ·EAST 4.00 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE SOUTH 37°50' 19" EAST 88 .20 FEET TO A POINT HEREINAFTER REFERRED 'l'O AS POINT "C11 ; THENCE SOUTH 37°50' 19" EAST 42. 72 FEET; THENCE SOUTH 10°20'19" EAST 209.02 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "D"; THENCE SOUTH 10°20'1911 EAST 212.16 FEET; THENCE SOUTH 7 9 ° 3 9 '41 " WEST 8 9. 83 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 11E11 ; THENCE SOUTH 79°39'41 11 WEST 22.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "F11 ; THENCE SOUTH 79°39 1 41 11 WEST 59.98 FEET; THENCE NORTH 66°07'22" WEST 151. 35 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 11G11 ; THENCE NORTH 66°07 '22" WEST 57 .48 FEET; THENCE NORTH 10°20 1 1911 WEST 50. 29 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "H"; THENCE NORTH 10°20'19" WEST 169.15 FEET; THENCE NORTH 0°54 '41" EAST 85. 50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT II I"; THENCE NORTH O O 5 4 '41 11 EAST 1 0 6. 1 7 FEET; THENCE NORTH 1 0 ° 2 0 1 1 9 11 WEST 1 6 • 0 0 FEET TO THE HEREINABOVE MENTIONED POINT "A"; THENCE SOUTH 79°39 1 41" WEST 1s.oo FEET TO THE TRUE POINT OF BEGINNING. THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED AT ALL ANGLE POINTS AND LOT LINES. ALSO: BEGINNING AT ABOVE MENTIONED POINT "B"; THENCE NORTH 52°09'41" EAST 30.00 FEET TO A POIN'.l' OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "C"; THENCE SOUTH 52°09'41" WEST 20.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "D"; THENCE NORTH 79°39'41" EAST 23.00 FEET TO A POINT OF TERMINATION. PAGE 1 OF 2 CMWD SS-20~ Non-Order Search Page 4 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 . , .. .. . ·" r BEGINNING AT ABOVE MENTIONED POINT "E"; THENCE SOUTH 10°201 19" EAST 40.00 FEET; THENCE NORTH 79°39 1 41 11 EAST 20.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "Ft1; THENCE SOUTH 10°20'19" EAST 23.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "G"; THENCE SOUTH 23°52 1 38" WEST 62.00 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 33 AND NORTHEASTERLY RIGHT-OF-WAY OF CAMINO VIDA ROBLE (72.00 FEET WIDE) AND THERE TERMINATING. BEGINNING AT ABOVE MENTIONED POINT "H"; THENCE SOUTH 79°39 1 41" WEST 45.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "I"; THENCE NORTH 89°05'1911 WEST 20.00 FEET TO A POINT OF TERMINATION. THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED AT ALL ANGLE POINTS. 1161 ALSO: ALL THAT PORTION OF SAID LOT 34 DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 34 1 SAID POINT BEING ON THE NORTHERLY SIDELINE OF THE HEREINABOVE DESCRIBED 15.00 FOOT WIDE STRIP OF LAND; THENCE ALONG SAID NORTHERLY SIDELINE NORTH 79°39'41" EAST 75.00 FEET; THENCE LEAVING SAID NORTHERLY SIDELINE NORTH 9°34'56" WEST 10.00 FEET; THENCE SOUTH 7 9 ° 3 9 1 41 " WEST 7 5. 0 0 FEET TO SAID WESTERLY LINE; THENCE ALONG SAID WESTERLY · LINE SOUTH 9 ° 3 4 ' 5 6 •~ EAST 1 0 • 0 0 FEET TO THE POINT OF BEGINNING. SEE EXHIBIT 11B11 ATTACHED HERETO. RAMON J. SPEAR L.S. 6404 PAGE 2 OF 2 CMWD !JS-209 Non-Order Search Page 5 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/201 B 3:42 AM Doc: SD:1996 00242910 ·, . 100 SCALE IN FEET SCALE /"= /()()1 DATE NtJv. .9, 1995 ORN. PIF CK./U5 Non-Order Search Doc: SD:1996 00242910 0. 0 /(/() EX}l/8/T"s• WATERLINE EASEMENT PLAT SPEAR & ASSOCIATES cinL Df0%WZU111Q t-LUD 8AVUDlG 1111 suor •mnrsv.vun AVJDI03 ~SCOWIDO. CAI,l10JllllA ,ao2s c,1,,•,s,-,a,a c,1,, 1,,-22ao 1162 JOB NO. 95-127 DWG NO. CMWD !J5·20!l Page 6 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM : I 1163 CERTIFICATION OF ACCEPTANCE OF DEED This Is to certify that the interest in real property conveyed by the grant deed of easement, dated .;3 -~ S 19 q'. from CARLSBAD CORPORAIE CENTRE, LLC. a Callfornla Umlted Uablllty Company _________ to the Carlsbad Municipal Water District, Carlsbad, California. pursuant to the Municipal Water District Act of 1911,' as amended, is hereby accepted by the undersigned officer or agent on behalf of the Carlsbad Municipal Water District, Carlsbad, California, pursuant to authority conferred by Resolution No. m of the Carlsbad Municipal Water District adopted on January 28, 1992, and the grantee consents to recordation thereof by its duly authorized officer. 0ATED: ___ A_.p=r=i=l.,...=2 __ 9 ..... __ 1 __ 9 __ 9 __ 6 __ CMWD 95•209 By: 06/14/95 Rev. Non-Order Search Page 7 of7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 0 RECORDING REQUESTED BY Carlsbad Municipal Water District AND WHEN RECORDED, PLEASE MAIL TO_: Carlsbad Municipal Water District Engineering Department 6950 El Camino Real Carlsbad, California 82008 MAIL TAX STATEMENTS TO: EXEMPT The undersigned grantor{s) declare{s): Documentary transfer tax Is $ o.oo ( ) computed on fUII value of property conveyed, or ( ) computed on full value less value of liens and encumbrances remaining at time of sale, ( ) Unincorporated area: (x) City of Carlsbad , and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. 1157 0 DOC tt 1996-0242910 13-MAY-1996 02=18 PM OFFICIAL RECORDS SAM DIEGO COUNTY RECORDER'S OFFICE GREGORY SMITH, COUNTY RECORDER FEES: 0. 00 HA Assessor's Parcel No •. ---"2::-;1"""2""'•0,..9...,3._•.,_12=-------- Project No. & Name CMWD Protect No. 95-209 Lots 33 & 34, Carlsbad Corporate Center, Carlsbad Tract 81 -46 GRANT DEED OF WATER LINE EASEMENT CARLSBAD CORPORATE CENTRE, LLC, a California Umlted Uablllty Company does hereby grant to CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized In the State of California, Its successors and assigns, an easement. Purpose: the easement granted herein shall be granted for the following purposes: the construction, operation, repair, reconstruction and all activities necessary to construct, reconstruct, operate, maintain and repair facilities designed for the general purpose of collecting, storing, tr_ansporting, pumping and treating all water, Including surface water, stream water, flood water and ground water flowing Into said facilities, and all natural and artificial drainage ditches and structures of any kind, whether above or below the surface of the ground. Said facility may Include pipelines, pumping facilities, structures designed to control the flow of water and all facilities and structures associated with said use which are designed to facilitate the use and protect the facility from natural and other forms of damage including, but not limited to, erosion control facilities, fences, gates, doors, locking devices, alarms, lights, and all other protective facilities and devices. The use shall also Include a means of access to and 06/14/95 Rev. Non-Order Search Page 1 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 1158 · ~·,• from said facility for the purpose of constructing, operating, repairing, maintaining, inspecting and reconstructing said facility, The uses described herein shall be exclusive to the Grantee. Grantor herein agrees that no buildings and/or structures will be erected, walls constructed, fences built nor trees planted, nor may the easement be used by the Grantor or any other person or entity, Including other utilities, whether public or private, for uses whether compatible or Incompatible with the uses described herein without the express written approval of the Grantee. LOCATION OF THE EASEMENT: The easement granted herein shall be located within and upon the properties more particularly described In Exhibit •A• and Exhibit •s" attached hereto and by this reference made a part hereof. APPROVED AS TO FORM: RONALD A. BALL GENERAL COUNSEL CMWD 95•209 Non-Order Search Doc: SD:1996 00242910 Executed by the Granter this ~ day of f'1 d:R. C-lf 18::/.k... GRANTOR: CARLSBAD CORPORATE CENTRE, LLC, a California Umlted Uabtllty Company (name of granter) By:,_C ....... :9o ...... J! ....... _\~~ ............ ------ ' (sign here) M..12.""'\ov By: __ ~j-=-<--~~A~--~-~-'e_o_d~t-n_m_o~_> ______ _ (sign here) (tltle of signatory) 2 06/14/95 Rev. Page 2 of7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM . . . . \ 0 STATE OF CALIFORNIA · COUNTY OF San Diego \ } ss. J 0 1159 On_~M.a.=r~c~h_2_5~,,__1~9~9~6 __ DATE before me, Debra H. Minaxsl., Notary Public NAME, TITLE OF OFFICER personally appeared. ______ c_h ... a_rl_e_s __ J_. __ S __ h .... e_r ___ a_n_d.......,D_a_v_e_A __ ..... D ... u_F_o_u_r _________________ _ NAME(S) OF SIGNER(S) IX] personally known to me • OR • D proved to me on the basis of satisfactory evidence to be the person (s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies)1 and that by his/her/their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (This area for official notary seal.) Title or Type of Document Grant Deed of Water Line Easement Date of Document March 25, 1996 No.ofPages_~7 _____________ _ Slgner(s) other than named above ___________________________ _ CMWD 95-209 06/14/95 Rev. Non-Order Search Page 3 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 . -'· 1160 EXHIBIT 11A11 ALL THAT PORTION OF LOTS 33 AND 34 OF CARLSBAD TRACT NO. 81- 46, UNIT NO. 2, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AS PER MAP NO. 11288 RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY JULY 1 6, 1985, BEING A STRIP OF LAND 15. 00 FEET WIDE, LYING 7. 50 FEET ON EACH SIDE OF, AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 34, SAID POINT ALSO BEING ON THE EASTERLY RIGHT-OF-WAY LINE OF KELLOGG AVENUE ( 7 2. 00 FEET WIDE) ; THENCE ALONG THE WESTERLY LINE OF SAID LOT 34 AND SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 9°34'56" EAST 98.50 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE AND SAID EASTERLY RIGHT-OF-WAY LINE ALONG SAID CENTERLINE, NORTH 7 9 ° 3 9 1 41 " EAST ·7 5. 0 0 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "A"; THENCE NORTH 79° 39 1 41" EAST 2 4 5 • 31 FEET; THENCE SOUTH 3 7 ° 5 0 ' 1 9 11 ·EAST 4 • 0 0 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE SOUTH 37°50'19" EAST 88.20 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 11 C"; THENCE SOUTH 37°50'1911 EAST 42.72 FEET; THENCE SOUTH 10°20'19" EAST 209.02 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 110 11 ;· THENCE SOUTH 10°20'1911 EAST 212.16 FEET; THENCE SOUTH 79°39 '41" WEST 89.83 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "E"; THENCE SOUTH 79°39'41 11 WEST 22.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "F"; THENCE SOUTH 7 9 ° 3 9 ' 41 11 WEST 5 9. 9 8 FEET; THENCE NORTH 6 6 ° 0 7 1 2211 WEST 151. 35 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "G"; THENCE NORTH 66°07'22" WEST 57.48 FEET; THENCE NORTH 10°20 1 1911 WEST 50. 29 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "H"; THENCE NORTH 10°20 '1911 WEST 169 .15 FEET; THENCE NORTH 0°54'41" EAST 85.50 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "I"; THENCE NORTH 0°54 1 41 11 EAST 106.17 FEET; THENCE NORTH 1 0 ° 2 0 1 1 911 WEST 1 6 • 0 0 FEET TO THE HEREINABOVE MENTIONED POINT II A 11 ; THENCE SOUTH 7 9 ° 3 9 1 41 11 WEST 7 S • 0 0 FEET TO THE TRUE POINT OF BEGINNING. THE SIDELINES OF SAID STRIP OF LAND SHALL BE LENGTHENED OR SHORTENED AT ALL ANGLE POINTS AND LOT LINES. ALSO: BEGINNING AT ABOVE MENTIONED POINT 11 B11 J THENCE NORTH 52°09 1 41 11 EAST 30.00 FEET TO A POIN'l' OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT 11C11 ; THENCE SOUTH 52°09'41" WEST 20.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT 110 11 ; THENCE NORTH 79°39 1 41" EAST 23.00 FEET TO A POINT OF TERMINATION. PAGE 1 OF 2 CMWD 95-20~ Non-Order Search Page 4 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 . , ... 0 0 BEGINNING AT ABOVE MENTIONED POINT "E"; THENCE SOUTH 10°20'1911 EAST 40.00 FEET; THENCE NORTH 79°39 1 41 11 EAST 20.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "F"; THENCE SOUTH 10°20 1 1911 EAST 23.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "G"; THENCE SOUTH 23°52 1 38" WEST 62.00 FEET TO THE SOUTHWESTERLY LINE OF SAID LOT 33 ANO NORTHEASTERLY RIGHT-OF-WAY OF CAMINO VIDA ROBLE (72.00 FEET WIDE) AND THERE TERMINATING. BEGINNING AT ABOVE MENTIONED POINT "H"; THENCE SOUTH 79°39'41" WEST 45.00 FEET TO A POINT OF TERMINATION. BEGINNING AT ABOVE MENTIONED POINT "I"; THENCE NORTH 89°05'1911 WEST 20.00 FEET TO A POINT OF TERMINATION. THE SIDELINES OF SAID STRIP OF LANO SHALL BE LENGTHENED OR SHORTENED AT ALL ANGLE POINTS. 1161 ALSO: ALL THAT PORTION OF SAID LOT 34 DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 34, SAID POINT BEING ON THE NORTHERLY SIDELINE OF THE HEREINABOVE DESCRIBED 15. 00 FOOT WIDE STRIP OF LAND; THENCE ALONG SAID NORTHERLY SIDELINE NORTH 79°39'41" EAST 75.00 FEET; THENCE LEAVING SAID NORTHERLY SIDELINE NORTH 9° 34' 56" WEST 10. 00 FEET; THENCE SOUTH 7 9 ° 3 9 ' 41 " WEST 7 5. 0 0 FEET TO SAID WESTERLY LINE; THENCE ALONG SAID WESTERLY· LINE SOUTH 9°34'56'! EAST 10.00 FEET TO THE POINT OF BEGINNING. SEE EXHIBIT "B" ATTACHED HERETO. RAMON J. SPEAR L.S. 6404 PAGE 2 OF 2 C I CMWD !JS-209 Non-Order Search Page 5 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910 ·, . A \.. .l:J EAST~l'f' --'---r ~/SJ.Ir.OF-WAY LINE © N.19 • .39'4/''e ... 75.00' @ N.9•941 Sl>"W. -10.00' @ }J. 7~~'4l"l:.. -15.00' /00 !i) /00 SCALE IN FEET " EXHIBIT 'B" WATERLINE EASEMeNT PLAT SCALE /" := /()() 1 DATE .MJv. 9, /995 ORN. /JIF CK.1'J$ SPEAR & ASSOCIATES cinL DO%>tZ:D.DIQ !"' UIID 8VI\VUDG 1111 BU'f ltllJftfSU.nir%A ATDD ZSCOWlDO, CAL170UJ1 tao2s c•1,,·,,,_,2,2 c•1t) ,,,-22ao 1162 JOB NO. 95-127 DWG NO. CMWO 95 .. zo!J Non-Order Search Doc: SD:1996 00242910 Page 6 of 7 Requested By: Shivamma.Sampangi, Printed:12/12/2018 3:42 AM a 0 0 1163 CERTIFICATION OF ACCEPTANCE OF DEED This is to certify that the interest in real property conveyed by the grant deed of easement, dated .;3 -o<. S 19 q ~, from CARLSBAD CORPORATE CENTRE, LLC. a California Umlted Uablllty Compapy _________ to the Carlsbad Municipal Water District, Carlsbad, California, pursuant to the Municipal Water District Act of 1911,· as amended, Is hereby accepted by the undersigned officer or agent on behalf of the Carlsbad Municipal Water District, Carlsbad, California, pursuant to authority conferred by Resolution No. m. of the Carlsbad Municipal Water District adopted on January 28, 1992, and the grantee consents to recordatlon thereof by its duly authorized officer. DATE0:. __ A .... p __ r;;,,;;;i=l--. __ 2--9.._, .... l__,9 __ 9"-6 ___ _ CMW0 95-209 By: 06/14/95 Rev. Non-Order Search Page 7 of 7 Requested By: Shivamma.Sampangi, Printed: 12/12/2018 3:42 AM Doc: SD:1996 00242910