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HomeMy WebLinkAboutCUP 2020-0006; FUTURES ACADEMY AT CARLSBAD; Conditional Use Permit (CUP)( 't -----------------.. .,,,.1•-' ------------ { City of Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Develo9.meat Permit§. 'f5/' Coastal Development Permit D Minor M Conditional Use Permit D Minor D Extension □ Day Care (Large) □ Environmental Impact Assessment □ Habitat Management Permit D Minor □ HIiiside Development Permit D Minor □ Nonconforming Construction Permit □ Planned Development Permit D Minor D Residential D Non-Residential □ Planning Commission Determination □ Reasonable Accommodation □ Site Development Plan D Minor □ Special Use Permit □ Tentative Parcel Map (Minor Subdivision) □ Tentative Tract Map (Major Subdivision) □ Variance D Minor (FOR DEPT. USE ONLY) Legislative Permits C DY-' '2,P 2,<) -Q(} •~ I (.,Jf ·1.,tJ-W-nnfJ D General Plan Amendment Local Coastal Program Amendment Master Plan D Specific Plan D Zone Change □Amendment □Amendment D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative D Minor D Major VIiiage Review Area Permits D Review Permit D Administrative D Minor D Major (FOR DEPT. USE ONLY) NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST AT {760) 602-2723 TO SCHEDULE AN APPOINTMENT. ASSESSOR PARCEL NO(S): LOCATION OF PROJECT: NAME OF PROJECT: BRIEF DESCRIPTION OF PROJECT: PROJECT VALUE (SITE IMPROVEMENTS) FOR CITY USE ONLY *SAME DAY APPOINTMENTS ARE NOT AVAILABLE 210-100-1400. 210-100-1500, 210-100-1600, 210-100-1700 701-705 Palomar Airport Road. Carlsbad. CA 92011 (STREET ADDRESS) Futures Academy at Carlsbad Six to 12th grade school providing one-to-one and small group instruction. ESTIMATED COMPLETION DATE Development No. l>f.. V 2-c, l-0 --O f c; J Lead Case No. Cv ( WW•-()0 0 '7 P-1 Page 1 of 6 Revised 03/17 OWNER NAME (PLEASE PRINT) APPLICANT NAE (PLEASE PRINT) INDMDUAL NAME (If applcable): INDMDUAL NAME (If appllcllble): COMPANY NAME (If eppllcable): COMPANY NAME Brookwood Pacific Office 1 & II, LLC (If applicable): Futures In Education, Inc. MAILING ADDRESS: 138 Conant Street CITY, STATE, ZIP: Beverly. MA 01915 TELEPHONE: (978)720-7500 --------------EMAIL ADDRESS: I CERTIFY THAT I AM THE LEGAL o.NNER AND THAT ALL TIE M<NE. INFORMATION 18 TRUE ANO CORRECT TO THE BEST OF MY KNOWU:DGE. I CERTIFY AB LEGAL ONNER THAT THE APPLICANT NJ SET FORTH HEREIN IS MY AUTHORIZED REPAESENTATIVE FOR P.URP0SES OF THIS APPLICATION. Se• attached Letter of Authorlutlon SIGNATURE DATE MAILING ADDRESS: 72 Monroe Street NW, Suite B CITY, STATE, ZIP: Grand Rapids, Ml 49503 TELEPHONE: .._(6_1 __ 6} __ 4_9_9-_7_35_6 ______ _ EMAIL ADDREss: Heblanc@fuslonacademy,com I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF Tl£ OWNER AND THAT ALL THE NKJVE INFORMATION IS TRUE NilJ CORRECT TO THE BEST OF MY KNCN't'LEDGE. See llttached Letter of Authorization SIGNATURE DATE APPLICANrS REPRESENTATIVE (Prlnt):p __ a_lo_ma_P_e_re_z-M_cE_v_o_y ________________ _ MAILING ADDRESS: 400 S Hope Street. 8th Floor CITY, STATE, ZIP: Los Angeles, CA 90071 TELEPHONE: .&1(2...,1...,3...,) 89&&06-~2-.i564~---------------------- EMAIL ADDRESS: pperez-mcevoy@hklaw.com REPRlil!IBll:All\lE OF THE APPLICANT FOR THAT ALL THE ABCM: THE BEST OF MY IN THE PROCESS OF R EWING PLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY CO~Mt'IMEMBERS TO INSPECT AND ENTER TliE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. liWE CONSENT TO ENTRY FOR THIS PURPOSE. P•1 """"-"•u;1DGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING NED FOR THE APPLICANT. NOTICE OF RESTRICllONS RUN WITH Page 2 of.'.' JUN ~ 0 2020 CITY o~-c;,;:,,_~-.J)\0 DAT~1M~&J~berko Rev1Nc:103/17 FUTURES ACADEMY City of Carlsbad Building and Development Department Planning Division 1635 Faraday Ave. Carlsbad, CA 92008 RE: Letter of Authorization for 701-705 Palomar Airport Road, Carlsbad, CA 92011 To Whom It May Concern: Futures in Education, Inc., the applicant of701-705 Palomar Airport Road, Carlsbad, California 92011 (APNs 210-100-14-00, 210-100-15-00, 210-100-16-00, and 210-100-17-00) (the "Property") hereby consents to allow its law firm, Holland and Knight LLP, to file any necessary application(s) for processing with the City of Carlsbad for land use approvals, environmental clearances and other associated clearances, including, but not limited to, a conditional use permit and a coastal development permit for a school or educational use (the "Project") located at 705 Palomar Airport Road. I understand that if the application is approved, as a part of the process the City would apply conditions of approval and/or restrictions that would be recorded on the County Deed of Records for the Property. These conditions of approval and restrictions would run with the land and bind any successor in interest. By my signature below, I declare under penalty of perjury that I am authorized to sign on behalf of Futures in Education, Inc. and that the foregoing statements are true and correct. Sincerely, Title: CEO Date: Futures Academy I 72 Monroe Center Street NW, Suite B, Grand Rapids, Ml 49503 I Futures.edu ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Oro.t;c= On Aj 2,fl" t v.JZei I personally appeared a~ who proved to me on the b s 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. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. re··········:~:;··~················sii:i:v .. )ofioA~i°"i<ouNovs·W···1 · · COMM. #2236246 ij NOTARY PUBLIC .CALIFORNIA 11! l Orange County -Commission Expires March 29,2022 ••••••••• .. •••••• .. ••••••••• ... • .. •••••• .. •••••••••••• ... •.••=w.v. ..... ,._J (Seal) City of Carlsbad Brookwood Pacific Office I, LLC Brookwood Pacific Office II, LLC 138 Conant Street Beverly, MA 01925 Building and Development Department Planning Division 1635 Faraday Ave. Carlsbad, CA 92008 RE: Letter of Authorization for 701-705 Palomar Airport Road, Carlsbad, CA 92011 To Whom It May Concern: Brookwood Pacific Office I, LLC and Brookwood Pacific Office II, LLC, the owners of 701- 705 Palomar Airport Road, Carlsbad, California 92011 (APNs 210-100-14-00, 210-100-15-00, 210-100-16-00, and 210-100-17-00) (the "Property") as tenants in common, hereby consent to allow Futures in Education, Inc. and/or its law firm, Holland and Knight LLP, to file any necessary application(s) for processing with the City of Carlsbad for land use approvals, environmental clearances and other associated clearances, including, but not limited to, a conditional use permit and a coastal development permit for a school or educational use (the "Project") located at 705 Palomar Airport Road. I understand that if the application is approved, as a part of the process the City would apply conditions of approval and/or restrictions that would be recorded on the County Deed of Records for the Property. These conditions of approval and restrictions would run with the land and bind any successor in interest. By my signature below, I declare under penalty of perjury that I am authorized to sign on behalf of Brookwood Pacific Office I, LLC and Brookwood Pacific Office II, LLC and that the foregoing statements are true and correct. Sincerely, Name: Title: Date: Name: Title: Date: Authorized Signer l,· It'· ~o~.:> ½!~h Authorized Signer "•IS • ,_,~'° Acknowledgment Certificate STATE OF MASSACHUSETTS ) SS. COUNTY OF ESSEX ) I, ~ Q asJn~J . JA "1%}--, _Notary Public in and for said County and State. Do hereby certify that ___ L __ . -~Yl \ch of Brookwood Pacific Office I, LLC and Brookwood Pacific Office II, LLC who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared be ore me this day in person and acknowledged that he signed and delivered the said instrument as · · · of said company, pursuant to the authority given by the company, as his free and voluntary act and deed, and the free and voluntary act and deed of said company for the uses and purposed therein set forth. ~ 1me GIVEN under my hand and official seal, this the J5: day of\, . 2019. My Commission Expires: ~1~ · Notary Public ~ ANASTASIA I. MOROZ W Notary Public COMMONWEALTH ?F MASS~CHUSETTS My commission Expires On August 29. 2025 .. Holland & Knight 400 South Hope Street, 8th Floor I Los Angeles, CA 90071 I T I F 213.896.2450 Holland & Knight LLP I www.hklaw.com Paloma Perez-McEvoy +1 213-896-2564 Paloma.Perez-McEvoy@hklaw.com June 23, 2020 Via Hand Delivery City of Carlsbad, Planning Division 1635 Faraday Avenue Carlsbad, CA 92008 Re: Entitlement Application and supporting materials for 705 Palomar Airport Road, Suite 340 To Whom it May Concern: On behalf of Futures in Education, Inc. we are pleased to submit an entitlement application and supporting materials for the City of Carlsbad's Planning Division's (the "City's") review for the proposed educational use at 705 Palomar Airport Road in Carlsbad, California (the "Property"). Enclosed you will find: • Original copies of the Letter of Authorizations signed by the Project Applicant, Futures in Education, Inc. and by the Property Owner, Brookwood Pacific Office I and Brookwood Pacific Office II, as tenants in common. • A check for $6,602.00 to reflect the fees for a conditional use permit, coastal development permit, and noticing fees. • Application and supporting materials, as required by the City, for a conditional use permit, coastal development permit and associated environmental clearances to operate an educational institution at the Property. (3 copies) • Project Plans per specifications for major projects (7 copies) We have separately submitted a draft "Notice of Project Application" letter pursuant to the City's public outreach requirements for review. We look forward to the city's approval of the draft letter so that we may inform local stakeholders of the proposed project. Anchorage I Atlanta I Austin I Boston I Charlotte I Chicago I Dallas I Denver I Fort Lauderdale I Houston I Jacksonville I Lakeland Los Angeles I Miami I New York I Orlando I Philadelphia I Portland I San Francisco I Stamford I Tallahassee I Tampa I Tysons Washington, D.C. I West Palm Beach ,,....._ ..._. City of Carlsbad, Planning Division June 23, 2020 Page 2 Please do not hesitate to contact me should you have any questions. Sincerely yours, u & K~IGHT LLP ~ 'Pfilo~eflb~ PP:esm (___) Enclosures • ( l Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 Section 9 Table of Contents Land Use Review Application P-1/Letters of Authorization Disclosure Statement P-1 (A) Project Description/ Attachment A: Requested Actions, Project Description, Findings Preliminary Title Report (2 copies) Site Plans and Floor Plans Hazardous Waste and Substances Statement P-l(C) Time Limits on Discretionary Projects P-l(E) Climate Action Plan P-30 Storm Water Standards Questionnaire E-34 Section 10 Radius Map Section 11 Zoning Compliance Letters Section 12 Covenants Items to be Provided Post-Submittal Section 13 Notice of Project Application & Certification Section 14 Enhanced Stakeholder Outreach Report Section 15 Section 16 #7520056l_vl • ( ( Entitlement Application Futures Academy at Carlsbad 705 Palomar Airport Road, Suite 340 Carlsbad, CA 92011 Assessor's Parcel Number 210-100-16-00 by Holland & Knight LLP 400 South Street, 8th Floor Los Angeles, Calif omia 90071 Phone: (213) 896-2400 Fax: (213)896-2450 I"""'-. -~ -----------i. ---------------,,,,,----------- {cicyof Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Plannlnc 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 !lY§! be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Pereon is defined as •Any individual, finn, 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 AY: 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 (NIA) 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~F_E_G_,_ln_c_. _______ _ Title __________ _ Address _________ _ Title 100% o-of Futuras in Educalion, Inc. ("Applicant") Address 12 Monroe Cen1er St NW, aune e, Grand Rapids, Ml 48503 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE, LEGAL names and addresses of & 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,._ __________ _ Title __________ _ Trtle ____________ _ Address _________ _ Address ___________ _ Page 1 of2 Reviled 07/10 ( ( 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust________ Non Profit/Trust. _________ _ Title____________ Title _____________ _ Address _________ _ Address ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes ~o If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of owner/date Pal om~ Perez.-McEvoy Print or type name of owner/applicant's agent (4-().\_ ~ 5-)~-)0)0 SignatuJ;; of applicant/date Kelly Bozarth, CEO of Futures in Education, Inc. Print or type name of applicant P-1(A) Page2 of2 Revised 07/10 C C ( 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___________ Corp/Part.__ __________ _ Title __________ _ Title ____________ _ Address _________ _ Address ___________ _ 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE, LEGAL names and addresses of & 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 [See attached Schedule A] Title ___________ _ 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 organjzation 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 ProfiVTrust.________ Non ProfiVTrust. _________ _ Title____________ Title. _____________ _ Address _________ _ Address. ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes ~ No If yes, please indicate person(s):. __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of applicant/date Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent P-1(A) Page2 of2 Revised 07/10 ( SCHEDULE A Disclosure Statement for CUP Appllcatlon -705 Palomar Airport Road Owner: Brookwood Pacific Office I, LLC {27.73% interest) and Brookwood Pacific Office II, LLC {72.27% interest) as tenants-in-common Brookwood Pacific Office Investors, LLC is 100% sole member of Brookwood Pacific Office I, LLC, and Brookwood U.S. Real Estate Aggregator, LP. is 100% sole member of Brookwood Pacific Office II, LLC No individual owns more than 10% of either entity _____________ ,,. ... _____________ ,,. .. ___________ _ Ccicyof uarlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: Futures Academy APPLICANT NAME: Futures in Education, Inc. Development Services Planning 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: Please see Attachment A: Requested Actions, Project Description, Findings. P-1 (B) Page 1 of 1 Revised 07/10 C r , ... 705 Palomar Airport Road, Su~40 '-""' Attachment A: Actions Requested, Project Description, and Findings I. ACTIONS REQUESTED Futures in Education, Inc. (the "Applicant") requests the following discretionary approvals to operate a private school (the "school") that offers one-to-one and small group instruction for grades six to 12 (the "Project") within an existing 2,850 square foot ("sf') office suite (the "Leased Area") located at 705 Palomar Airport Road, Suite 340 in Carlsbad, California ("Phase III"). Phase III is a part of the Carlsbad Pacific Center which also includes 701 Palomar Airport Road ("Phase I") and 703 Palomar Airport Road ("Phase II"), collectively the "Project Site." II. 1) Pursuant to Carlsbad Municipal Code ("CMC") Section 21.42 a Conditional Use Permit ("CUP"), Process Two to permit a six to 12th grade school use within the M Industrialzone;and 2) Pursuant to CMC Section 21.201 and the Certified Local Coastal Program ("LCP") a Coastal Development Permit to allow interior tenant improvements within an existing office suite to support the school's operational needs. PROJECT DESCRIPTION The Applicant would operate a school that emphasizes a personalized learning curriculum and tutoring services to students grades six to 12 within the Leased Area. The Project Site contains three buildings and a surface parking lot with 486 parking spaces 1 which serve all three buildings through the Project Site's Covenants, Conditions & Restrictions ("CC&R's").2 The Project would utilize the existing Leased Area configuration for: classrooms; study rooms; administrative offices; an art and science lab; break room; and storage space. The Project also involves minor interior tenant improvements to the Leased Area to support a change of occupancy from a Business ("B ") Occupancy to an Educational ("E") Occupancy to meet the school's operational needs. The Project does not propose any exterior alterations, or additions to any of the existing structures. 1 See the 2015 Survey for 701-705 Palomar Airport Road. 2 Declaration Establishing Covenants, Conditions & Restrictions and Grant of Easements for Pacific Center, Section 2.08, (1988). Section 2.08 of the Project Site's CC&R's allows all tenants to enjoy nonexclusive joint use of the entire surface parking lot. 705 Palomar Airport Road, Suite 340 Page 1 of 16 June 23, 2020 C .,,,,,...., 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings The Leased Area would be open from 7:30 a.m. to 8:00 p.m. Monday through Friday, year-round. Similar to operational hours kept by professional offices, the majority of classes would end by 5:00 p.m. daily, with some occasional evening use to accommodate a small number of students who have busy daytime schedules. Additionally, the school may periodically offer standardized testing instruction on weekends on an appointment-only basis. Given the size and design of the Leased Area, the school would accommodate a maximum of 35 students, 14 teachers and staff on- site, during peak periods. Students would receive individualized instruction at the campus on a one-to-one or small group setting (on a three-to-one or five-to-one basis.) Every student's class schedule would be based on the student's individual needs rather than the same standard schedule for all students. As a result, students would gradually arrive and leave from the campus throughout the course of an entire day, making the school's presence within the office building discreet and unobtrusive to other neighboring tenants. Students and teachers would use the paved driveways and walkways that surround the building perimeters at the Project Site to provide access to the Phase III building for drop-off and pick-up activities, in addition to the existing on-site loading area located at the southerly frontage of the Phase III structure which contains the Leased Area. Project Location and Zoning The Project Site was developed in three phases. Phase I, located at 701 Palomar Airport Road, contains a 49,107 sf office building that was constructed in 1986 and is comprised of Assessor's Parcel Number ("APN") 210-100-17-00.3 Phase II, erected in 1988, contains a 41,604 sf office building located at 703 Palomar Airport Road and is comprised of APN s 210-100-14-00 and 210- 100-15-00. 4 705 Palomar Airport Road, Phase III, contains a 40,055 sf office building constructed in 2001 and is comprised of APN 210-100-16-00.5 Phase III also contains the Leased Area. The proposed change of use from office to school would apply to the 2,850 sf Leased Area only. 3 See the 2015 Survey for 701-705 Palomar Airport Road. 4 Id. 5 Id. The survey calculates Phase Ill's building coverage at 13,485 sf, however the unenclosed recessed entry on the first floor of the building results in 13,085 sf. The second and third floors are each 13,485 sfresulting in a grand total of 40,055 sf. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 2 of 16 June 23, 2020 C C ( 7~5 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings The General Plan designates the Project Site as Planned Industrial, which permits corporate offices, research and development, manufacturing uses, and ancillary commercial uses. The General Plan also recognizes the need to allow service and support uses in Planned Industrial areas including but not limited to, educational facilities, recreation facilities, and places of worship. See Carlsbad General Plan, Land Use and Community Design Element, p. 2-17 (2015). The Project Site is zoned M Industrial which permits uses such as professional offices, manufacturing, and wholesale businesses. See CMC Sec. 21.32.010. Additionally, the M Industrial zone permits a school use through a CUP, Process Two.6 Id. Other uses that require a CUP in the M Industrial zone include, but are not limited to, churches, hospitals, service stations, and recycling facilities. Id. The Project Site is within the CommercialNisitor-Serving Overlay Zone, which provides additional regulations for commercial/visitor-serving uses that require a CUP in the underlying zone. Commercial/visitor-serving uses involve the provision of goods and services to the City's tourists and visitors, including, but not limited to gas stations and mini-marts, hotels, motels, restaurants, retail stores, museums, and visitor centers. See CMC Sec. 21.208.020. Because the school would serve the community's residents and employees, not visitors, the regulations of the CommercialNisitor-Serving Overlay Zone do not apply to the proposed school use. See CMC. Sec. 21.208.040. The Project Site is also within the Coastal Zone and is subject to the City's LCP because the proposed change of use presents an intensification of use, due to an increase in parking requirements and increase in trips generated by the school use. The Project Site is located in an urbanized area of the Mello II Segment of the LCP. Pursuant to CMC Sec. 21.201.010 the City may issue a Coastal Development Permit if a project is in conformity with the LCP and all applicable policies, and does not hinder public access to the coastline. Lot Area 6 A CUP, Process Two is an intermediate discretionary approval process that is reviewed by the Planning Commission, but does not rise to the level of City Council review. CMC Sec. 21.42.070. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 3 of 16 June 23, 2020 C r- 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings Phase III, which includes the Leased Area, maintains a lot area of approximately 90,605 sf (2.08 acres). The entire Project Site maintains a lot area of 282,143 sf (6.477 acres). Floor Area The Project Site contains three existing three-story buildings and surface parking lot. Phase I contains a 49,107 sf structure, Phase II contains a 41,604 sf structure, and Phase III contains a 40,055 sf structure.7 Based on a lot area of 282,143 sf,8 these structures equal a collective floor area ratio ("FAR") of 0.46. The Project would occupy an existing 2,850 sf office suite at Phase III, and does not propose to add new floor area. Parking & Loading Area The Project Site, constructed in three phases, contains 486 parking spaces. When Phase I and Phase II were constructed, the CMC required office uses to provide one parking space per 300 sf of office space, which resulted in 164 required parking spaces at Phase I and 139 required parking spaces at Phase II. Phase I provides 180 parking spaces and Phase II provides 139 parking spaces, ( an excess of 16 spaces of the CMC's requirements at the time they were constructed. Phase I and Phase II consist of office uses. By today's standards, Phases I and II are legal nonconforming as to parking9 and provide sufficient parking for an office use under the grandfathered parking requirements. Phase III, which was erected in 2001, provides 167 parking spaces. The current CMC requirement for office use is one parking space per 250 sf, resulting in 161 required parking spaces.10 Based on the CMC requirements at the time of construction for each respective phase, including the grandfathered parking requirements for Phases I and II, the current uses at the Project Site require 464 of the 486 provided parking spaces. 7 See the 20 I 5 Survey for 701-705 Palomar Airport Road. 8 Id. 9 Phases I and II were built prior to the City's Site Development Plan requirements. See Zoning Compliance Letters from City of Carlsbad, dated May 29, 2015. IO See the Site Plan for 705 Palomar Airport Road. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 4 of 16 June 23, 2020 C ,,,,,..._ 705 Palomar Airport Road, Su~340 Attachment A: Actions Requested, Project Description, and Findings Additionally, Section 2.08 of the Project Site's CC&R's allow all tenants to enjoy nonexclusive joint use of the entire surface parking lot. 11 The office use within the Leased Area requires 12 parking spaces.12 Under the current CMC requirements, a change of use for a school mandates one parking space per employee, and one parking space for every ten students and adequate loading and unloading area. CMC Sec. 21.44.020. Consistent with these requirements, where the school would have 14 employees and 35 students, the school would require 18 parking spaces, an increase of six parking spaces compared to the existing office use. The grandfathered parking requirements and Phase III parking requirements mandate 464 parking spaces. Adding a school use to the Project Site would result in a 470 parking space requirement. The Project Site provides a total 486 parking spaces. With the Project's intensification of use, there is sufficient parking to support all of the uses at the Project Site. Table 1 -Project Site Parking Requirements CMC Parking Parking Provided at Parking Requirements at the the Time of Requirements with Time of Construction* Construction Added School Use Phase I 164 spaces 180 spaces 164 spaces 701 Palomar Airport Road Phase II 139 spaces 139 spaces 139 spaces 703 Palomar Airport Road Phase III 161 spaces 167 spaces** 167 spaces 705 Palomar Airport Road TOTAL 464 spaces 486 spaces 470 spaces *Based on sf calculations provided on the 2015 Survey for 701-705 Palomar Airport Road, Revised 2019. •• See Site Plan for 705 Palomar Airport Road, 2000. Phase I and Phase II were built prior to the City's Site Development Plan requirements. The Phase III also contains an existing on-site loading area, at the ground floor level located on the southern frontage of the office building. This loading area would support student drop off and pick up throughout the day. 11 Declaration Establishing Covenants, Conditions & Restrictions and Grant of Easements for Pacific Center, Section 2.08 (1988). 12 2,350 sfx 1 space/250 sf= 11.4, which rounds up to 12 parking spaces. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 5 of 16 June 23, 2020 C ( 7~5 Palomar Airport Road, Su~340 ~ Attachment A: Actions Requested, Project Description, and Findings Transit The Project Site is served by the North County Transit District BREEZE Bus System (Route 444), which provides service twice during weekday a.m. and twice during weekday p.m. peak commute hours, in 90 minute service intervals, and is located on A venida Encinas and Palomar Airport Road. The transit stop is located adjacent to the Project Site and is accessible at the access point at A venida Encinas. Route 444 runs throughout the City of Carlsbad from Armada Drive and Fleet Street east to Rutherford Road and Priestly Drive, and back south connecting to the Carlsbad Poinsettia Station, which is approximately 0.9 miles south of the Project Site. The Carlsbad Poinsettia Station serves the Coaster Commuter Rail, which runs north-south through San Diego County, serving eight stations between Oceanside and downtown San Diego. Conditional Use Permit In accordance with CMC Sec. 21.42.070, the Applicant requests the approval of a CUP, Process Two to allow the proposed school use in the M Industrial zone. Within the M Industrial zone, the City may conditionally permit a school use if the use is not detrimental to existing uses or other permissible uses. Coastal Development Permit The City's LCP requires a Coastal Development Permit whenever proposed development results in an intensification of use ofland. The City may issue a Coastal Development Permit if the project is in conformance with the LCP and does not negatively impact or restrict physical access to coastal resources. Here, the Applicant proposes a change of use in the Leased Area from office to school which results in an intensification of use due to increased parking requirements and an anticipated incremental increase in trips. Due to the scope of the Project which is limited to interior tenant improvements at a site that has been previously disturbed, it will not negatively impact or restrict access to coastal resources. SURROUNDING PROPERTIES North: Various restaurants, zoned C-T-Q Commercial Tourist. 705 Palomar Airport Road, Suite 340 #75580287 vi Page 6 of 16 June 23, 2020 C ,- 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings South: Auto dealership, zoned M Industrial. West: A service station, zoned C-T Commercial Tourist. East: The I-5 Freeway (adjacent to the Project Site), and commercial complex containing restaurants and retail uses, zoned C-T-Q Commercial Tourist ( farther east). 705 Palomar Airport Road, Suite 340 #75580287_vl Page 7 of 16 June 23, 2020 C 7~5 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings III. FINDINGS FOR A CONDITIONAL USE PERMIT TO ALLOW A SCHOOL USE PURSUANT TO CMC SEC. 21.42.030: 1. EXPLAIN WHY THE REQUESTED USE IS NECESSARY OR DESIRABLE FOR THE DEVELOPMENT OF THE COMMUNITY. AND IS IN HARMONY WITH THE VARIOUS ELEMENTS AND OBJECTIVES OF THE GENERAL PLAN. INCLUDING. IF APPLICABLE. THE CERTIFIED LOCAL COASTAL PROGRAM. The Project is necessary or desirable for the development of the community. It adds to a diversity of existing compatible uses in the vicinity. The Phase III building consists of office uses. The Project Site is surrounded by an auto dealership to the south, commercial/restaurant uses to the north, a service station to the west, and the 1-5 Freeway to the east. The City also previously approved an educational use at the Phase III structure in 2002.13 The Project would contribute to the variety of uses that enable the residents to be near proximity to jobs, services, and educational facilities. The development of a six to 12th grade school is necessary or desirable because it would provide ( a greater variety of academic opportunities for students who may have different needs and do not conform to the expectations and demands of a "traditional" school by offering a unique personalized instructional curriculum designed to meet the student's specific learning needs. ( The Carlsbad General Plan is a policy document that guides decision-makers on decisions related to land use. The Project Site maintains a General Plan Land Use Designation as Planned Industrial. According to the Land Use & Community Design Element, the General Plan recognizes the need to include provisions that allow service and support uses in areas designated as Planned Industrial, including but not limited to educational facilities, places of worship, recreation facilities, daycare centers and other service uses. See Carlsbad General Plan, Land Use and Community Design Element, p. 2-17, (2015). The M Industrial zone permits office, manufacturing, and wholesale businesses as specified in the. CMC, and allows a school use through a CUP. See CMC Sec. 21.32.010. The existing M Industrial zoning is consistent with this Planned Industrial designation. 13 In 2002 the City of Carlsbad approved CUP 02-03 which permitted the conditional use of a post-secondary educational institution. The CUP has since expired and the user, National University, has vacated the premises. 705 Palomar Airport Road, Suite 340 Page 8 of 16 June 23, 2020 C I"'"' 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings ~ _, The Project is in harmony with the various goals and policies of the General Plan's Land Use and Community Design Element as follows: • Goal 2 -G .1 : Maintains a land use program with amount, design and arrangement of varied uses that serve to protect and enhance the character and image of the city. • Goal 2 -G.2: Promotes a diversity of compatible land uses throughout the city, enable people to live close to job locations, adequate and convenient services, and public support systems, including schools. • Policy 2 -P .1: Maintains consistency between the General Plan and Title 21 of the Carlsbad Municipal Code. • Policy 2-P.29: Allows service and support uses, including schools, in the areas designated Planned Industrial. Granting a CUP to operate a six to 12th grade school would be consistent with the General Plan's ( Goals and Policies which promote an arrangement of varied uses that serve the community and allow people to live close to job locations, schools and other services. The Project is surrounded by various uses including offices, an educational institution and other commercial uses. The Project is also consistent with the goals and policies of the General Plan's Arts, History, Culture, and Education Element as follows: • Goal 7 -G.6: Promotes access to lifelong learning opportunities that align with the learning needs and abilities of all community members. • Goal 7 -G.11: Fosters an environment in which children and youth can flourish and become contributing members of society. • Goal 7 -P.31: Facilitates student engagements and learning through expanded programs and activities. The school provides students with the individualized education they need to academically succeed c·~ that may not be available at traditional schools, thereby providing an academic setting for students 705 Palomar Airport Road, Suite 340 #75580287_vl Page 9 of 16 June 23, 2020 C ,,,..- 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings to flourish and succeed and reach their fullest potential. Additionally, students who attend traditional schools may also take advantage of supplementary tutoring sessions or standardized test preparation courses at the Project site to supplement their curriculum, offering expanded educational programs to local students. The Project meets the Carlsbad General Plan's Goals and Policies. The school is necessary or desirable for the development of the community because it will promote an arrangement of varied land uses and allow people to live close to jobs, schools, and other conveniences. 2. EXPLAIN WHY THE REQUESTED USE IS NOT DETRIMENTAL TO EXISTING USES OR TO USES SPECIFICALLY PERMITTED IN THE ZONE IN WHICH THE PROPOSED USE IS TO BE LOCATED. The Project is located in an area that offers a diverse mix of land uses. Additionally, in 2002 the City found the Project Site to be an appropriate location for a school when it previously approved a CUP for an educational use at the Phase III building. Further, the Applicant's proposed school's operations are similar to that of a professional office. As such, the requested use is not detrimental to existing uses or specifically permitted uses in the M Industrial zone. The school's operational model makes for a discreet presence to neighboring uses. An existing office suite would contain the school, whereby instruction would take place in one-to- one and small group settings, encouraging a professional and businesslike demeanor at the school. The Project would be open from 7:30 a.m. to 8:00 p.m. Monday through Friday, year-round, similar to operational hours kept by professional offices. The vast majority of classes would end by 5 :00 p.m. daily, with only occasional evening use to accommodate a small number of students who may have busy daytime schedules. Additionally, the campus may open on a limited basis on weekends on an appointment-only for standardized testing instruction. Due to the size constraints of the Leased Area and the school's operational model, no more than 35 students and 14 teachers and staff would be present within the Leased Area at any given time. In addition to the paved walkways that provide access to the Phase III building, student drop-off and pick-up would occur at the Project Site's existing on-site loading area, located at the southerly c· frontage of the Phase III office building. By having varied drop-off and pick-up activity 705 Palomar Airport Road, Suite 340 #75580287_vl Page 10 of 16 June 23, 2020 C r- 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings throughout the day, students would not all arrive and depart at once, minimizing the impact on adjacent uses. The Project Site is located in an urban area characterized by a mix of land uses including various commercial, office, and previously included an educational institution. Parcels that comprise the Project Site are zoned M Industrial and include office and a post-secondary educational institution. Properties located north of the Project Site are zoned C-T-Q Commercial Tourist and include restaurant and drive-thru restaurant uses. The property located west of the Project Site is zoned C-T Commercial Tourist and is improved with a service station. The Project Site is bound by the I-5 Freeway to the east. Properties on the other side of the I-5 Freeway are zoned C-T-Q Commercial Tourist and contain restaurants and a service station. The Project will enhance and improve upon the existing variety of businesses, and provide another quality academic choice for students in grades six to 12. Because the area includes a mix of uses, and there is precedent to approving an educational institution use at the Phase III structure, the proposed school will not be detrimental to the existing surrounding uses. 3. EXPLAIN WHY THE SITE FOR THE PROPOSED CONDITIONAL USE IS ADEQUATE IN SIZE AND SHAPE TO ACCOMMODATE THE YARDS, SETBACKS, WALLS, FENCES, PARKING, LOADING FACILITIES, BUFFER AREAS, LANDSCAPING AND OTHER DEVELOPMENT FEATURES PRESCRIBED IN THIS CODE AND REQUIRED BY THE CITY PLANNER, PLANNING COMMISSION OR CITY COUNCIL, IN ORDER TO INTEGRATE THE USE WITH OTHER USES IN THE NEIGHBORHOOD. The Project Site is approximately 6.477 acres (282,143 square feet) and consists of three parcels located at the southwest comer of Palomar Airport Road and the I-5 Freeway. The Project Site is improved with three three-story buildings and surface parking lot containing 486 parking spaces. The Project consists of minor interior tenant improvements within a 2,850 sf office suite contained within the existing office building. As the Project does not propose exterior alterations or new floor area and maintains the existing yards, setbacks, parking, loading facilities, buffer areas, landscaping and other development features that the City previously found acceptable through multiple previous approvals for a substantial commercial office development project and an existing higher education facility, the Project Site is adequate in size and shape to integrate the use (. with other uses in the neighborhood. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 11 of 16 June 23, 2020 C C r 705 Palomar Airport Road, Su~40 Attachment A: Actions Requested, Project Description, and Findings Yards/Setbacks The Phase III office building was erected in 2001. The CMC does not require yards or setbacks in the M Industrial Zone, however, the existing structure is set back 61 feet, 5 inches from the parcel line at its narrowest point. The Project exceeds the City's yard and setback requirements. Parking The Project Site is improved with a surface parking lot that contains 486 parking spaces. Additionally, the Project Site's CC&R's also allow nonexclusive joint use of all of the parking spaces by all of the Project Site's tenants. Phase III, as a 40,055 sf office building, requires 161 parking spaces. It provides 167 parking spaces. Phases I and II are legal nonconforming as to the parking because at the time they were built, the CMC required one parking space per 300 sf of office space, which resulted in a 164 and 139 parking space requirement, respectively. Phase I provides 180 parking spaces and Phase II provides 139 parking spaces. The Project Site's current uses require a total of the 464 parking spaces. Pursuant to CMC Section 21.44.020 the school requires 18 parking spaces, a net increase of six parking spaces compared to an office use. Introducing a six to 12 school use would require a total of 470 parking spaces at the Project Site. Thus, even with the intensification of six parking spaces due to the Project, there is more than adequate parking to serve all of the uses at the Project Site. The Project Site's existing 486 parking spaces provide sufficient parking to support the existing and proposed uses. Loading CMC Section 21.44.020 requires schools to provide adequate loading and unloading area. Students and teachers would use the paved driveways and walkways that surround the building perimeters at the Project Site to provide access to the Phase III building for drop-off and pick-up activities, in addition to the existing on-site loading area located at the southerly frontage of the Phase III structure which contains the Leased Area. Students would gradually arrive and leave from the campus throughout the day, thereby diffusing the impact of the small school's operations. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 12 of 16 June 23, 2020 C r 705 Palomar Airport Road, Sul!Y'340 Attachment A: Actions Requested, Project Description, and Findings , - 4. EXPLAIN WHY THE STREET SYSTEM SERVING THE PROPOSED USE IS ADEQUATE TO PROPERLY HANDLE ALL TRAFFIC GENERATED BY THE PROPOSED USE. The surrounding street system serving the Project Site could adequately accommodate the negligible increase in trips associated with the Project. The San Diego Association of Governments ("SANDAG") 2002 Vehicular Traffic Generation Rates model provides trip generation rates for a Single Tenant Office uses and High Schools.14 Using the Single Tenant Office trip rate of 14 trips per 1,000 sf, a 2,850 sf would generate 39.9 average daily trips. By comparison, a High School use generates 15 trips per 1,000 sf, or 42. 75 average daily trips. Although the proposed school use would arguably present a potential intensification of use based on a slightly greater number of trips, a net increase of 2.85 trips over the course of an entire day when the surrounding roads carry thousands of average daily vehicle trips is de minimis and would not have a measureable impact on the existing street system.15 Avenida Encinas would provide vehicular access to the Project Site via a driveway. In addition, ( drop-off and pick-up of students would occur at the Project Site throughout the course of the day, resulting in staggered drop off and pick-up activity. This would minimize anticipated traffic impacts, and in fact would create fewer trips during peak hours compared to an office use. The existing street system can support a school use at the Project Site given the school's de minimis traffic impact. Additionally, significant queuing to access the Project Site for student drop-off and pick-up would not occur since students would not all arrive and leave at the same time. 14 Although the Project proposes to serve middle and high school students (sixth through 12th grade) the Average Daily Trips are based on a High School use which generates more trips than a Middle School use. Thus, to be conservative, this analysis utilizes the High School trip generation rate, the most conservative trip generation rate. SANDAG. (Not So) Brief Guide of Vehicular Generation Rates for the San Diego Region, April 2002. 15 In 2013, the California State Legislature adopted a new method for measuring transit impacts known as Vehicle Miles Traveled ("VMT"). VMT measures transit impacts for a proposed project based on the distance vehicle has traveled, rather than impacts on traffic delays, or Level of Service ("LOS"). Because a school use is intended to serve the local community it is possible that the VMT would have lesser transportation impacts than LOS because a school is intended to serve the local community, as such, people will travel lesser distances to reach the school, thereby reducing anticipated transit impacts. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 13 of 16 June 23, 2020 ,,...-- 705 Palomar Airport Road, Sui'tr.i40 Attachment A: Actions Requested, Project Description, and Findings IV. FINDINGS FOR A COASTAL DEVELOPMENT PERMIT, PURSUANT TO CMC SEC. 21.201.030: CMC Section 21.201.010 requires any proposed development, as defined by CMC Section 21.04.107, to obtain a coastal development permit if the proposed developments results in an intensification of use. Here, the Project requires an additional six parking spaces and results in a slightly higher average trip generation rate compared to an office use, thus there is arguably an intensification of use. 1. EXPLAIN WHY THE PROJECT IS IN CONFORMANCE WITH THE CERTIFIED LOCAL COASTAL PROGRAM (MELLO II SEGMENTI AND ALL APPLICABLE POLICIES. The Project is in conformance with the Local Coastal Program (Mello II Segment) and all of its applicable policies as follows: • Policy 1-1 Allowable Land Uses (Mello II): Allowable uses are those that are consistent with both the General Plan and the Local Coastal Program. The General Plan designates the Project Site as Planned Industrial and zoned M Industrial. The M Industrial zone permits an educational institution as an allowed use through a CUP. The General Plan also acknowledges the need to allow for service uses, including educational facilities within the Planned Industrial areas therefore, the proposed school is consistent with the General Plan. The LCP is a grouping of a local government's (a) land use plans, (b) zoning ordinances, (c) zoning district maps, and ( d) other implementing actions for sensitive coastal resources area. Cal. Pub. Res. Code Sec. 30108.6. As previously mentioned, the proposed school use is consistent with the City's General Plan. The Project is located in an M Industrial Zone which allows a school use through a CUP, thus the Project is consistent with the City's Zoning ordinances. The Project Site is located within an urbanized area of the LCP' s Mello II Segment and does not contain sensitive coastal resources. The Project Site has been previously disturbed and developed with office buildings and surface parking lot and does not propose exterior alterations, new floor area, and would maintain development features previously found consistent with the LCP when approving the Project Site's initial development. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 14 of 16 June 23, 2020 C ( r 705 Palomar Airport Road, Su~340 Attachment A: Actions Requested, Project Description, and Findings • Policy 7-10 Parking: Parking standards set forth within the City of Carlsbad Zoning Ordinance are appropriate for the future development of various land uses. The Project would provide parking in conformance with the CMC. The change of use from an office to a school requires a net increase of six parking spaces. Although Phases I and II are legal nonconforming as they relate to parking, the grandfathered parking requirements for the current office uses at Phases I and II and existing uses at Phase III requires a grand total of 464 parking spaces. Adding school use at the Project Site would increase the parking requirement from 464 to 470. The Project Site provides 486 parking spaces. Therefore, the Project would conform to the increased parking requirement for a school use. • Policy 7-13 Visual Access: Visual access over more than 80% of the Carlsbad coastline is unobstructed because of public ownership. No future public improvements which would obstruct this visual access shall be permitted. The Project Site does not contain any agricultural uses, or any environmentally sensitive resources. The Project Site has been previously disturbed and developed and the Project does not propose any exterior alterations or new floor area. Because the Project consists of interior tenant improvements within the Leased Area it will not obstruct any views of the coastline as seen from public lands of the public right-of-way or otherwise damage the visual beauty of the coastal zone. Nor will the Project obstruct any public opportunities for coastal shoreline access from the Project Site because the coastline and Project Site are separated by two roadways (Avenida Encinas and Carlsbad Boulevard). There are no steep slopes or natural vegetation on the Project Site. Therefore, the Project will not obstruct views of the coastline as seen from public lands or public right-of-way nor otherwise damage the visual beauty of the coastal zone. The Project conforms with the LCP's applicable policies and does not negatively impact coastal access, view sheds and is able to comply with the CM C's parking requirements. Granting a Coastal Development Permit to allow the school use is in conformance with the LCP. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 15 of 16 June 23, 2020 ( ,,.-, 705 Palomar Airport Road, Su)lt ~40 Attachment A: Actions Requested, Project Description, and Findings 2. EXPLAIN WHY THE PROJECT IS IN CONFORMITY WITH THE PUBLIC ACCESS AND RECREATION POLICIES OF CHAPTER 3 OF THE COASTAL ACT. Chapter 3 of the California Coastal Act provides development standards for coastal development, which is intended to protect the coastline, including the preservation public access, scenic and visual qualities of the coastline, and environmentally sensitive habitats. The Project Site has been previously disturbed and developed with three three-story buildings and a surface parking lot. The Project consists of interior tenant improvements of an existing 2,850 sf office suite to an existing office building and does not propose any exterior alterations or additional floor area. Given the Project's distance from the coastline, which is separated by two roadways (Avenida Encinas and Carlsbad Boulevard), there are no public opportunities for coastal shoreline access from the Project Site. Therefore, the Project will not impede on public physical access to the coast or to water- oriented recreational activities. Additionally, because the Project does not propose any exterior alterations to any of the existing ( structures, the Project would not impact the existing views to an along the ocean and scenic coastal areas. C The Project Site is not located adjacent to the coastal shoreline, and therefore would not interfere with the public's right to physical access or water-oriented recreational activities. 705 Palomar Airport Road, Suite 340 #75580287_vl Page 16 of 16 June 23, 2020 (_ 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 Govemment Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): II] The development project and any altematives 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 Govemment Code. APPLICANT Name: Futures in Education, Inc. Address: 72 Monroe Center Street, NW Suite B Grand Rapids, Ml 49503 Phone Number: (616) 499-7356 PROPERTY OWNER -Paaffic;Offioel.LLC&--Officoll,LLC Name:. _________ _ Address: 138 Conant Street Beverly, MA 01925 Phone Number: (978) 720-7500 Address of Site: 701, 703, 705 Palomar Airport Road Local Agency (City and County): _____________________ _ As r' b k d I b 210-100-1400, 210-100-1500, 210-100-1600, 210-100-1700 sesso s oo , page, an parce num er: __________________ _ Specify list(s): __________________________ _ 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 of 2 Revised 02/13 0 C ( ( {cityof Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1(E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www .carlsbadca.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 arc:llng appllcatlon submittal requirements (i.e., clarlflcation regarding a specific requi e or wheth al requlreme~re necessary for your particular application) please call (7 ) 6 -461 O. Applicant Signature: Staff Signature: Date: To be stapled with receipt to the application P-1(E) Page 1 of 1 Revised 07/10 C cicyof Carlsbad PURPOSE ATTACHMENT A CLIMATE ACTION PLAN CONSISTENCY CHECKLIST P-30 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines actions that the city will undertake to achieve its proportional share of state greenhouse gas (GHG) emissions reductions. This checklist contains measures that are required to be implemented on a project-by-project basis to ensure that the specified emissions targets identified in the Climate Action Plan (CAP) are achieved. Implementation of these measures will ensure that new development is consistent with the CAP's assumption for relevant CAP strategies toward achieving the identified greenhouse gas (GHG) reduction targets. In this manner, a project's incremental contribution to a cumulative GHG emissions effect may be determined not to be cumulatively considerable if it complies with the requirements of the CAP, in accordance with CEQA Guidelines Sections 15064(h)(3), 15130(d), and 15183(b). This checklist is intended to assist project applicants in identifying CAP ordinance requirements and demonstrate how their project fulfills those requirements. This checklist is to be completed and included in applications for new development projects that are subject to discretionary review or require a building permit. APPLICATION SUBMITTAL REQUIREMENTS ...i1 The completed checklist must be included in the project submittal package or building permit application. Application submittal procedures can be found on the City of Carlsbad website. This checklist is designed to assist the applicant in identifying the minimum CAP-related requirements specific to their project. However, it may be necessary to supplement the completed checklist with supporting materials, calculations or certifications, to demonstrate full compliance with CAP requirements. For example, projects that propose or require a performance approach to comply with energy-related measures will need to attach to this checklist separate calculations and documentation as specified by the ordinances . ...i1 If an item in the checklist is deemed to be not applicable to a project, or is less than the minimum required by ordinance, an explanation must be provided to the satisfaction of the Planning Division or building official. ·· ...i1 The requirements in the checklist will be included in the project's conditions of approval or issuance of building permit. ...i1 Details on CAP ordinance requirements are available on the city's website. P-30 Page 1 of 7 Revised 04/19 Jessica Bui, AICP August 26, 2020 Page 7 H. Enhance surveillance from the administrative office and staff room. As mentioned in Section 3.C above, all of the classrooms, administrative office, and break room provide floor to ceiling windows panels. These window panels would allow staff and teachers to monitor the common areas of the office suite. I. Use signage (sic] define and outline ownership or property. Upon further clarification from Ms. Jodee Reyes, the Police Department Community Manager, we understand the signage recommendation relates to the space occupied by the Applicant. The Applicant would occupy a 2,850 sf office suite within an existing multi-tenant office building. Futures Academy's tenancy is noted in the main lobby's main directory located on the first floor, as well as on the signage located outside of Suite 340. Thank you for the opportunity to provide further information regarding the Project that will serve the children of Carlsbad and the surrounding community. We look forward to expeditiously receiving the City's determination that the Proj'ect application is complete. Sincerely yours, HOLLAND & KNIGHT LLP Paloma Perez-McEvoy PP:alk Attachments: Attachment A -CAP Consistency Checklist -Form P-30 Attachment B -Planning Commission Resolution No. 5278 Attachment C -Notice of Informational Meeting Attachment D -Updated Project Plans cc: Ms. Lindsey Leblanc Mr. Brett Vasicek #77870234_v l ATTACHMENT A City of Carlsbad Climate Action 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 (MTCO2e) 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. · (Check the appropriate box and provide an explanation and supporting documentation for your answer) A Is the proposed project consistent v,nth the existing General Plan land use and specific/master plan or zoning designations? OR, If the proposed project is not consistent v,nth the existing land use plan and zoning designations, does the project indude a land use plan and/or specific plan, master plan or zoning designation amendment that would result in an equivalent or less GHG~ntensive project when compared to the existing designations? □ 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 comparison. GHG emissions must be estimated in accordance v,nth the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan. If "No", proceed to Question 8. 8. The CAP established a screening threshold of 900 MTCOie/year for new development projects to assist in determining consistency v,nth the CAP. The types and sizes of typical projects listed below have been determined to correspond to the CAP screening threshold. WII the proposed land use change result in the construction of less than any one of the follov,nng? • 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 MTC02E!/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 accordance Vi.1th CEQA. Applicant must prepare a Self-developed GHG emissions reduction program in accordance Vi.1th the City of Carlsbad 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 incorporate each of the applicable measures identified in Step 2 to mitigate cumulative GHG emissions impacts unless the decision maker finds that a measure is infeasible in accordance v,nth California Environmental Quality Act Guidelines Section 15091. Mitigation in lieu of or in addition to the measures in Step 2 may be required, depending on the results of the project-specific GHG impact analysis. Proceed and complete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist. P-30 Page 2 of 7 Revised 04/19 ATTACHMENT A City of Carlsbad Climate Action Plan Consistency Checklist STEP 2: CAP ORDINANCE COMPLIANCE REQUIREMENTS Completion of this checklist will document a project's compliance with CAP ordinances, and in turn, 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: Futures Academy Property Address/APN: Applicant Name/Co.: 701, 703, 705 Palomar Airport Road; APNs 210-100-1400, 210-100-1500, 210-100-1600, 210-100-1700 Lindsey Leblanc/Futures in Education, Inc. Applicant Address: 72 Monroe Street, NW Suite B, Grand Rapids, MI 49503 Contact Phone: (616) 499-7356 Contact Email : lleblanc@fusionacademy.com Contact information of person completing this checklist (if different than above): Name: Company name/address: Paloma Perez-McEvoy Holland & Knight, LLP 400 S. Hope Street, 8th Floor Los Angeles, CA 90012 Contact Phone: Contact Email: (213) 896-2564 paloma.perez-mcevoy@hklaw.com 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 building@carlsbadca.gov. Estimated Building Permit Valuation (BPV): $132,553.50 COllllrucllonType 0 Residential □ New construction I 2A, 3A and 4A □ Alterations: □ 8PV;:: $60,000 1A All residential alterations □ 8PV;:: $60,000 1A and 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 □ 8PV;:: $200,000 1A and 4A and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed I!] Nonresidential □ New construction I 18, 28, 38, 48 and 5 00 Alterations: Less than $200,000. P-30 Page 3 of 7 Revised 04/19 ATTACHMENT A City of Carlsbad Climate Action Plan Consistency Checklist D BPV ~ $200,000 or additions~ 1,000 18,5 square feet D BPV ~ $1 ,000,000 18, 28 and 5 Building alterations of~ 75% existing gross floor area D ~ 2,000 sq . ft. new roof addition 28 and 5 18 also applies if BPV ~ $200,000 Please refer to Cartsbad Ordinance No. CS-347 and the California Green Building Standards Code (CALGreen) for more infonnation when completing this section. · A D Residential addition or alteration ~ $60,000 building pennit valuation. D N/A _________ _ See Ord. CS-347, Section 8. D Exception: Home energy score ~ 7 (attach certification) Year Built Single-family Requirements Multi-family Requirements D Before 1978 Select one: D Duct sealing D Attic insulation D Cool roof D Attic insulation D 1978 and later Select one: D Lighting package D Water heating package D Between 1978 and 1990 Select one: D Attic insulation D Duct Sealing D Cool roof D 1991 and later Select one: D Lighting package D Water heating package B. D Nonresidential• new construction or alterations~ $200,000 building pennit valuation, or additions~ 1,000 square feet D NIA ________ _ See CALGreen Appendix AS, Discussion AS.2, as amended in CS-347, Section 3. A5.203.1.1.1 D Outdoor lighting: .90 Allowed Outdoor Lighting Power D N/A A5.203.1.1.2 D Restaurant service water heating (comply with California Energy Code Section 140.5, as amended) D N/A A5.203.1.2.1 Choose one as applicable: D .95 Energy budget D .90 Energy budget □ N/A A5.211.1 .*• D On-site renewable energy D N/A A5.211.3** D Green power Of offered by local utility provider, 50% minimum renewable sources) D N/A A5.212.1 D Elevators and escalators D N/A A5.213.1 D Steel framing D N/A P-30 Page 4 of 7 Revised 04/19 ATTACHMENT A City of Carlsbad Climate Action Plan Consistency Checklist * Includes 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. 2. Photovoltaic Systems A. D Residential new construction (for building pennit 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 k'Ndc* sheets if necessary) Total System Size: k'Ndc = (CFAx.572) / 1,000 + (1.15 x #d.u.) *Formula calculation where CFA = conditional floor area, #du = number of dv..ellings per plan type If proposed system size is less than calculated size, please explain. Exception D D D D k'Ndc B. D Nonresidential new construction or alterations ~$1 ,000,000 BPV and affecting ~75% existing floor area, or addition that increases roof area by ~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: □If< 10,000s.f. Enter: 5 kWdc Min. System Size: □ If~ 1 O,OOOs.f. calculate: 15 kWdc x (GFA/10,000) ** ___ kWdc **Round building size factor to nearest tenth, and round system size to nearest whole number. □ Time-Dependent Valuation Method Annual TDV Energy use:*** _____ _ x .80= Min. system size: ____ _ kWdc ***Attach calculation documentation using modeling software approved by the California Energy Commission. P-30 Page 5 of 7 Revised 04/19 ATTACHMENT A City of Carlsbad Climate Action 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 Proposed Capable Ready Installed Total Calculation: Refer to the table below· Total Number of Parking Spaces provided Number of required 8/ Spaces Number of required 8/SE Installed Spaces □ 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 (TOM) 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 AOT Table. Use GFA Employee ADT/1,000 S.F. Total Employee ADT Educational institution 2 850 sf 3 ADT /Emolovee 42 Emnlovee ADT Total 42 Employee ADI If total employee ADT is greater than or equal to 110 employee AOT, a TOM plan is required. *NOTE: Notwthstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P .11 requires new development that adds vehide traffic to vehicle LOS-exempt street facilities to implement TOM and transportation system management strategies. Please consult \Nith City of Carlsbad Land Development Engineering (LOE) staff to determine v.tiether this policy applies to your project. TOM plan required: Yes □ No ]Q LOE Staff Verification: □ _____ (staff initials) P-30 Page 7 of 7 Revised 04/19 ATTACHMENT A City of Carlsbad Climate Action Plan Consistency Checklist 3. Water Heating A D Residential and hotel/motel new construction Please refer to Car1sbad Ordinance CS-347 and CS-348 when completing this section. □ For systems serving individual dwelling units choose one: □ Heat pump water heater AND compact hot water distribution AND drain water heat recovery (low-rise residential only) □ Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.10 (for high rise residential hotel/motel) or 150.1 ( c) 14 (for low-rise residential) □ Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification □ Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors □ Exception: □ For systems serving multiple dwelling units, install a central water-heating system with all of the following: □ Gas or propane. water heating system □ Recirculation system per CS-347 {high-rise residential, hotel/motel) or CS-348 (low-rise residential) □ Solar water heating system that is either: □ .60 solar savings fraction or 40 s.f. solar collectors □ .40 solar savings fraction, plus drain water heat recovery □ Exception: B. D Nonresidential new construction Please refer to Carlsbad Ordinance CS-347 when completing this section. □ Water heating system derives at least 40% of its energy from one of the following (attach documentation): □ Solar-thermal □ Photovoltaics □ Recovered energy □ Water heating system is (choose one): □ Heat pump water heater □ Electric resistance water heater(s) □ Solar water heating system with .40 solar savings fraction □Exception: · 4. Electric Vehicle Charging A D Residential New construction and major alterations* Please refer to Carlsbad Ordinance CS-349 when completing this section. □ One and two-family residential dwelling or townhouse with attached garage: □ One EVSE ready parking space required □Exception: □ Multi-family residential· □ Exception · Total Parking Spaces EVSE Spaces Proposed Capable 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 STORM WATER STANDARDS QUESTIONNAIRE Development Services Land Development Engineering 1635 Faraday Avenue (760) 602-2750 www .carlsbadca.gov E-34 I INSTRUCTIONS: To address post-development pollutants that may be generated from development projects, the city requires that new development and significant redevelopment priority projects incorporate Permanent Storm Water Best Management Practices (BMPs) into the project design per Carlsbad BMP Design Manual (BMP Manual). To view the BMP Manual, refer to the Engineering Standards (Volume 5). This questionnaire must be completed by the applicant in advance of 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 applied to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'STANDARD PROJECT' requirements or be subject to 'PRIORITY DEVELOPMENT PROJECT' (PDP) requirements. Your responses to the questionnaire represent an initial assessment of the proposed project conditions and impacts. City staff has responsibility for making the final assessment after submission of the development application. If staff determines that the questionnaire was incorrectly filled out and is subject to more stringent storm water standards than initially assessed by you, this will result in the return of the development application as incomplete. In this case, please make the changes to the questionnaire and resubmit to the city. If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the questions, please seek assistance from Land Development Engineering staff. A completed and signed questionnaire must be submitted with each development project application. Only one completed and signed questionnaire is required when multiple development applications for the same project are submitted concurrently. PROJECT INFORMATION PROJECT NAME: Futures Academy at Carlsbad PROJECT ID: ADDRESS: 705 Palomar Airport Road, Suite 340 APN: 210-100-16-00 The project is (check one): 0 New Development ~ Redevelopment The total proposed disturbed area is: Q ft2 ( Q ) acres The total proposed newly created and/or replaced impervious area is: 0 ft2 ( 0 ) acres If your project is covered by an approved SWQMP as part of a larger development project, provide the project ID and the SWQMP # of the larger development project: Project ID ~/A SWQMP#: 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 city. E-34 Page 1 of 4 REV 02/16 STEP1 TO BE COMPLETED FOR ALL PROJECTS To determine if your project is a "development project", please answer the following question: YES NO Is your project LIMITED TO routine maintenance activity and/or repair/improvements to an existing building 00 □ or structure that do not alter the size (See Section 1.3 of the BMP Design Manual for guidance)? If you answered "yes" to the above question, provide justification below then go to Step 5, mark the third box stating 'my project is not a 'development project' and not subject to the requirements of the BMP manual" and complete applicant information. Justification/discussion: (e.g. the project includes only interior remodels within an existing building): Pursuant to Table 1-1 of the BMP Design Manual, the project is exempt. The project proposes interior alterations of a 2,850 sf office suite within an existing office building and does not propose to alter the size of existing building or any exterior alterations. If you answered "no" to the above question, the project is a 'development project', go to Step 2. STEP2 TO BE COMPLETED FOR ALL DEVELOPMENT PROJECTS To determine if your project is exempt from PDP requirements pursuant to MS4 Permit Provision E.3.b.(3), please answer the following questions: Is your project LIMITED to one or more of the following: YES NO 1. Constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria: a) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non- erodible permeable areas; □ □ b) Designed and constructed to be hydraulically disconnected from paved streets or roads; c) Designed and constructed with permeable pavements or surfaces in accordance with USEPA Green Streets guidance? 2. Retrofitting or redeveloping 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 the criteria provided in section 1.4.2 of the BMP manual? □ □ If you answered "yes" to one or more of the above questions, provide discussion~ustification below, then go to Step 5, mark the second box stating "my project is EXEMPT from PDP ... • and complete applicant information. Discussion to justify exemption ( e.g. the project redeveloping existing road designed and constructed in accordance with the USEPA Green Street guidance): If you answered "no" to the above questions, your project is not exempt from PDP, ao to Step 3. E-34 Page 2 of 4 REV 04/17 1. Is your project a new development that creates 10,000 square feet or more of impervious surfaces collectively over the entire project site? This includes commercial, industrial, residential, mixed-use, and ublic develo 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 impervious 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, mixed-use, and public develo ment ro ·ects on ublic 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 prepared foods and drinks for consumption, including stationary lunch counters and refreshment stands selling prepared foods and drinks for immediate consumption (Standard Industrial Classification SIC code 5812 . 4. Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious YES NO □ □ □ □ □ □ surface collectively over the entire project site and supports a hillside development project? A hillside D D develo ment ro·ect includes develo ment on an natural slo e that is !went -five ercent or realer. 5. 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 parking lot? A parking lot is D D a land area or facility for the temporary parking or storage of motor vehicles used personally for business or for commerce. 6. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious street, road, highway, freeway or driveway surface collectively over the entire project D D site? A street, road, highway, freeway or driveway is any paved impervious surface used for the trans ortation of automobiles, trucks, motorc c/es, and other vehicles. 7. Is your project a new or redevelopment project that creates and/or replaces 2,500 square feet or more of impervious surface collectively over the entire site, and discharges directly to an Environmentally Sensitive Area (ESA)? "Discharging Directly to" includes now that is conveyed overland a distance of D D 200 feet or less from the project to the ESA, or conveyed in a pipe or open channel any distance as an isolated now from the ro ·ect to the ESA i.e. not commin led with nows from ad'acent lands . • 8. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface that supports an automotive repair shop? An automotive repair D D shop is a facility that is categorized in any one of the following Standard Industrial Classification (SIC) codes: 5013, 5014, 5541, 7532-7534, or 7536-7539. 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 D D RGO's that meet the following criteria: (a) 5,000 square feet or more or (b) a project Average Daily Traffic 'ADT of 100 or more vehicles er da . 10. Is your project a new or redevelopment project that results in the disturbance of one or more acres of land O O and are expected to generate pollutants post construction? 11 . Is your project located within 200 feet of the Pacific Ocean and (1) creates 2,500 square feet or more of impervious surface or (2) increases impervious surface on the property by more than 10%? (CMC D D 21 .203.040 If you answered "yes" to one or more of the above questions, your project is a PDP. If your project is a redevelopment project, go to step 4. If your project is a new project, go to step 5, check the first box stating "My project is a PDP ... • and complete applicant information. If you answered "no" to all of the above questions, your project is a 'STANDARD PROJECT.' Go to step 5, check the second box statin "M ro·ect is a 'STANDARD PROJECT' .. ." and com lete a licant information. E-34 Page 3 of 4 REV 04/17 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: Existing impervious area (A) = ____________ sq. ft. Total proposed newly created or replaced impervious area (B) = ___________ sq.ft. Percent impervious area created or replaced (B/A)*100 = _____ % YES NO □ D If you answered "yes", the structural BMPs required for PDP apply only to the creation or replacement of impervious surface and not the entire development. Go to step 5, check the first box stating "My project is a PDP .. ." and complete applicant information. If you answered "no," the structural BMP's required for PDP apply to the entire development. Go to step 5, check the check the first box statin "M ro·ect is a PDP .. ." and com lete a licant information. STEP5 CHECK THE APPROPRIATE BOX AND COMPLETE APPLICANT INFORMATION D My project Is a PDP and must comply with PDP stormwater requirements of the BMP Manual. I understand I must prepare a Storm Water Quality Management Plan (SWQMP) for submittal at time of application. 0 My project is a 'STANDARD PROJECT' OR EXEMPT from PDP and must only comply with 'STANDARD PROJECT' stormwater requirements of the BMP Manual. As part of these requirements, I 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. ~ My Project is NOT a 'development project' and is not subject to the requirements of the BMP Manual. Applicant Information and Signature Box t Title: Applicant ~/, /202..0 • Environmentally Sensitive Areas include but are not limited to all Clean Water 303(d) impaired water bodies; areas designated as Areas of Special Biological Significance by the State Water Resources Control Board (Water Quality ol Plan for the San Diego Basin (1994) and amendments); water bodies designated with the RARE beneficial use by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); areas designated as preserves or their equivalent under the Multi 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: D D By: Date: Project ID: E-34 Page 4 of 4 REV 04/17 C ( I .t Rr". ~ :; REQUQr 0, ,_ _CM '.: :J. RECORDING RIQUESTED BY AND NHEN RECORDED MAIL TO: 589 Allen, Matkins, Leck, Gamble & Mallory 18400 Von Karman, Fourth Floor Irvine, California 92715-1597 Attention: Timish M. Chaikovsky, Esq. (Above Space for Recorder's Use Only) -, DECLARATION ESTABLISHING COVENANTS, CONDITIONS, AND RESTRICTIONS AND GRANT or EAS£MENTS FOR PACIFIC CENTER 'fhllcbiinlillit.ftlgNmldlldllj Fll'lt~Tllla...,,.,._C.o. • In~. only. It NI not bNftU11111Md•toUIICUIIDnW ..... CID ... ----'. . ' , ,. ~-~;.;:__:::_....,;i, ___________ _ C l --~-----------------~------·---- ·581 . ) (f) Miscellaneous. Operator is hereby authorized to contract with, in its sole and absolute, yet good faith, discretion, any responsible individual or entity to perform Operator's management and maintenance responsibilities hereunder. Operator shall obtain and continue in effect adequate blanket public liability insurance in such reasonable amounts as Operator may determine, in its sole and absolute, yet good faith, discretion, covering all claims for personal injury and property damage arising within the Common Area. Such insurance shall be maintained by the Operator as named insured far the benefit of Operator, Declarant, the owners, and all Mortgagees, as their interests may appear. Operator shall also obtain and contin~e in effect any other insurance in such reasonable amounts as Operator may determine, in its sole and absolute, yet good faith, discretion, is necessary or desirable in connection with the performance, discharge, or exercise of Operator"s duties or powers hereunder, including, but not limited to, worker's compensation insurance and fidelity coverage. The cost of the premi~~ for any and all such insurance referred to in this Subsection 2.07(f) shall constitute a part of the Common Expenses to be shared by the owners pursuant to the provisions hereof. section 2.08 -Certain Easements for Owners. (a) Access, Ingress, Egress, and Traffic Circulation. Declarant hereby reserves ~o itself, its successors and assigns, and agrees that it will and does hereby grant to all Owners, their Occupants, and their Permittees, nonexclusive, mutually reciprocal surface easements for the sole purpo~e of vehicular and pedestrian access, ingre3s, egress and traffic circulation over and upon (i) the designated pedestrian and vehicular traffic circulation patterns •s established from time to time by Operator upon the Conuncn Area and (ii) any and all common driveways connecting the Common Area ar.d all public streets located adjacent thereto (including, without limitation, the public street located immediately west of the Covered Property and presently known as Avenida Encinas) at designated entrances and ezits as established fcom time to time by Daclarant. (b) Utilities. Wherever chilled water supply lines, chi&led water return lines, sanitary sewer lines, water service lines, electricity, gas, telephone, cable television, and data cable lines and conduits, storm drain facilities, and related connections, facilities, and other utilities (collectively, the "Utilities") are installed on and/or under the Covered Property, each Owner of any Parcel -13- ... . .. -:~ : -·-=~~;7·---::-7-- C ( C - ( i 587 served by any Utilit:ias (a •served Owner") and each public or private utility company, sanitation district, or other governmental authority that is now or may hereafter become responsible for the maintenance of any Utilities on the Served Owner's Parcel (collectively, the ·Responsible Utility companies") shall have the right, and there is hereby granted to each Served owner and each Responsible Utility Company by ea~h owner of a Parcel (a "Burdened Parcel") on which are located any Utilities serving such Served Owner's Parcel, a nonezclusive easement on, over, under, and across all portions of the Burdened Parcel on which are located Utilities for the purpose of inspecting, repairing, maintaining, replacing, and reconstructing such Utilities when and as necessary, together with the right to enter upon the Burdened Parcel to the extent and for such period of time as may be necessary to permit the exercise of the foregoing right and easement; provided, however, that (i) any person or entity that proposes to enter upon a Burdened Parcel for the purpose of exercising the rights and easements hereby granted shall first give not less than twenty-four (24) hour:s' prior written notice of the proposed entry to the Owner of the Burdened Parcel and shall further coordinate and manage such entry and any related maintenance, repair, or construction work with the owner of the Burdened Parcel in such • manner as to minimize any resulting inconvenience to the Occupants of ;;he Burdened Parcel; however, such written notice shal 1 be waived when entry is required under emergency circumstances; (ii) the Owner of the Burdened Parcel shall have the right:, at its sole expense, in cooperation with any applicable Responsible Utility Company and at no cost or expense to the Served Owner, to relccate any Utilities on the Burdened Parcel to another location on the Burdened Parcel that is feasible from an engineering standpoint, to the extent that such relocation is necessary to permit the construction of new structures or tbe expansion of existing structures on the Burdened Parcel; and ( iii) any person exercising the right and easement hereby granted shall, at its sole cost and expense, promptly repair any and a 11 resulting damage to the Burdened Parcel or the Improvements and landscaping on the Burdened Parcel (including, without limitation, any damage to other Utilities). In the event of any relocation of Utilities on a Burdened Parcel, (i) the easement hereby granted shall automatically be deemed to apply to the Utilities as re located, without tbe necessity of any insttument betinq delivered or recorded, and (ii) at the request of the served owner, the owner of the Burdened Parcel and the Served Owner shall execute, acknowledge, and cause to be recorded an instrument in form and content reasonably satisfactory to the Served Owner for the purpose of confirming the relocation of the easement hereby granted. -14- ,r-----------na-,..N-f/1 ___ 0_11111o _ _,~..._..,~ ..... -··--• ·· a • i ,; . -, ---~--- ~-::__ ____ ..___ __________ __ C ( c· 581 Without limiting the generality of the foregoing provisions, each Served owner, by accepting title to such Served Owner's Parcel, hereby ~grees to indemnify and hold harmless the owner of the Burdened Parcel on which are located any Utilities serving such Served Owner's Parcel from and against any and all claims, demands, liabilities, losses, obliga- tions, causes of action, judgments, damages, costs, and expenses of any nature that the Owner of the Burdened Parcel may incur or suffer in connection with the exercise by the Served owner or its authorized representatives of the easement granted in this Section 2.08(b). (c) Parking. Declarant hereby grants and conveys to the owners of each Parcel and their respective Occupants and Permittees, perpetual, nonexclusive easements for vehicular and pedestrian access, ingress, and egress to and from the Parking Area and for the use of parking spaces within the Parking Area, as such spaces may be designated from time to time by Operator, on the terms and conditions herein set forth. Operator shall allocate to each Parcel its Allocated Parking Spaces in accordance with Section 1.01. Each Owner of a Parcel shall be entitled to respectively use, on a nonexclusive basis, such Parcel's Allocated Share of Parking Spaces for the purposes set forth in this Subsection 2.GB(c) and in accordance with the provisions of Section 2.10. Operator shall have the right, from time to time in its sole a~d absolute, yet good faith, discretion, to change, reconfigure, or relocate such parking spaces and/or the Parking Area, and/or to make adjustments with respect to the number of Allocated Parking Spaces for each Parcel, so long as alternative parking is provided for all Owner~ and others entitled to use such relocated parking spaces in an amount s~fficient to conform to then applicable law and within reasonable proximity to a subject Parcel. The respective Occupants and Permittees of each such owner's Parcel may use such Parcel's Allocated Share of Parking Spaces. Each owner, Occupant, and Permittee of a Parcel shall, to the eztent reasonably possible, be required to utilize those pa1king spaces within the Parking Area that are in closest proximity to the Building situated upon such Parcel. Operator shall have the right to enforce, by any appropriate means, said requirement. (d) Encroachments. Declarant hereby grants to all owners for the benefit of each Parcel the following mutual, reciprocal, and perpetual easements for the purpose of providing subjacent and/or sublateral support for underground building footings, foundations, and similar qncroactments or intrusions (herein, •Encroachments"): -15- ----··-_ .. _ -----:----- ____.. --_.,._ --. ------ ( C S89 (i) Upon any Parcel for the benefit of any other adjoining Parcel as a result of minor errors during the course of constructicn of any Improvements thereon, so long as any such Encroachment does not materially and adversely affect the reasonable use and development of any Parcel bein9 encroached upon or any Improve'118nts thereon. and the construction of any such Encroachment is approved by Operator as provided in Article II; or (ii) Upon any Parcel for the benefit of any adjoining Parcel as a result of minor settlement, shifting, or movement_ of a Building or other Improvements on such adjoining Parcel following any such intrusion. In the event of any such Encroachment, the Owner of any Building or other rmprovement constituting such an Enc,oachment (other than Declarant) may be required by O?erator to prepare and process a lot line adjustment at the cost of such encroaching Owner. Except as to portions of the easement areas described above which are actually occupied by any Encroachment from time to time, such easements shall be nonexclusive and may be used for the instatlation of utilities or other facilities or any surface uses which do not unreasonably interfere with the use thereof for any Encroachment described above. (e) Pedestrian Ingress and Egress Over Certain Common Passageway. Declarant hereby reserves t? itself, its successo:s and assigns, and agrees that it will and does hereby grant and transfer the same to each Own1tr of a Parcel and its respective Occupants and Permittees, a ~erpetual, nonexclusive easernent over, upon, and across the common passageway located or to be located between Parcel 2 and Parcel 3, as designated and depicted on Exhibit ·c: attached hereto ("Common Passageway"), for pedestrian access, ingress, and egress to and from such Owner's Parcel. Section 2.09 -Certain Easements Reserved to Declarant. (a) Utilities. Nonexclusive easements over the Covered Property for the installation, repair, and maintenance of the Utilities as are needed to service the Parcels are hereby reserved by Declarant, together with the right and obligation to grant and transfer the same pursuant to Subsection 2.0S(b) hereof; provided, however, such easements shall not unreasonably interfere with the use and enjoyment by the Owners of their Parcels. ----·---- C ( PRELIMINARY REPORT Your Reference: 15. A Notice Entitled: For: Executed by: Recording Date: Recording No: r EXCEPTIONS (Continued) A Notice of Restriction on Real Property Carlsbad Pacific Center PCS Facility The City of Carlsbad November 21, 1996 1996-0590839 of Official Records Reference is hereby made to said document for full particulars. Affects: 16. A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 A Notice of Restriction on Real Property Airtouch Pacific One Plaza The City of Carlsbad June 26, 1997 1997-0300317 of Official Records Reference is hereby made to said document for full particulars. 17. Affects: A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 Notice of Restriction on Real Property Carlsbad Pacific Center -Phase III The City of Carlsbad November 27, 2000 2000-0641753 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 18. A Notice Entitled: For: Executed by: Recording Date: Recording No: Notice of Restriction on Real Property National University The City of Carlsbad November 15, 2002 2002-1028500 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 CL TA Preliminary Report Form -Modified (11/17 /06) Fidelity National Title Company Order No.: 995-30040180-A-JS3 Page7 C C PRELIMINARY REPORT Your Reference: 19. A Notice Entitled: For: Executed by: Recording Date: Recording No: EXCEPTIONS (Continued) Notice of Restriction on Real Property Cingular Carlsbad Pacific Building The City of Carlsbad July 10, 2003 2003-0821904 of Official Records Reference is hereby made to said document for full particulars. Affects: 20. A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel I Notice of Restriction on Real Property Verizon Pacific Center One The City of Carlsbad July 08, 2009 2009-0373687 of Official Records Reference is hereby made to said document for full particulars. 21. Affects: A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel I Notice of Restriction on Real Property Carlsbad Pacific Center WCF The City of Carlsbad December 31, 2013 2013-0746435 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 1 22. A Notice Entitled: For: Executed by: Recording Date: Recording No: Notice of Restriction on Real Property Carlsbad Pacific Center The City of Carlsbad July 19,2017 2017-0324346 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcels 1, 2 and 3 CL TA Preliminary Report Form -Modified (11/17 /06) Fidelity National Title Company Order No.: 995-30040180-A-JS3 Page 8 C C C PRELIMINARY REPORT Your Reference: EXCEPTIONS (Continued) Fidelity National Title Company Order No.: 995-30040180-A-JS3 23. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date: Recording No: Memorandum of Co-Ownership Agreement June 26, 2015 Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC June 26, 2015 2015-0335759 of Official Records Reference is hereby made to said document for full particulars. 24. A deed of trust, security agreement, assignment of leases and fixture filing to secure an indebtedness in the amount shown below, Amount: Dated: Trustor/Grantor Trustee: Beneficiary: Recording Date: Recording No: $42,061,000.00 June 26, 2015 Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC Fidelity National Title Company, a California corporation Parlex 5 Finco, LLC, a Delaware limited liability company June 26, 2015 2015-0335760 of Official Records An assignment of the beneficial interest under said deed of trust which names: Assignee: Recording Date: Recording No: Affects: Wells Fargo Bank, National Association, as Participation Custodial Agent, for the benefit of the Participation A-1 Holder and the Participation A-2 Holder in accordance with their respective rights under the Participation Agreement and Future Funding Indemnification Agreement December 22, 2017 2017-0603506 of Official Records The herein described Land and other land. 25. An assignment of all the moneys due, or to become due as rental, as additional security for the obligations secured by deed of trust shown as item no. 23. Assigned to: Recording Date: Recording No: Parlex 5 Finco, LLC, a Delaware limited liability company June 26, 2015 2015-0335761 of Official Records An assignment of assignment of leases and rents: Assignee: Recording Date: Recording No: Wells Fargo Bank, National Association, as Participation Custodial Agent, for the benefit of the Participation A-1 Holder and the Participation A-2 Holder in accordance with their respective rights under the Participation Agreement and Future Funding Indemnification Agreement December 22, 2017 2017-0603507 of Official Records, and mesne assignments of record CL TA Preliminary Report Form -Modified (11117 /06) Page9 C C C PRELIMINARY REPORT Your Reference: 26. A financing statement as follows: EXCEPTIONS (Continued) Fidelity National Title Company Order No.: 995-30040180-A-JS3 Debtor: Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC, jointly and severally Secured Party: Recording Date: Recording No: Parlex 5 Finco, LLC June 26, 2015 2015-0335762 of Official Records A change to the above financing statement was filed Nature of Change: Recording Date: Recording No: Affects: Assignment December 22, 2017 2017-0603508 of Official Records The herein described Land and other land. 27. A Notice Entitled: Notice of Restriction on Real Property Carlsbad Pacific Center 28. For: Executed by: The City of Carlsbad Recording Date: July 19, 2017 Recording No: 2017-0324346 of Official Records Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Recording Date: Recording No: Encroachment Agreement February 01, 2018 2018-0041638 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 29. 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 laws, as set forth in the document referred to in the numbered item last above shown. CL TA Preliminary Report Form -Modified ( 11/ 17 /06) Page 10 C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 EXCEPTIONS {Continued) 30. 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 & Electric Company Underground facilities, together with aboveground structures consisting of, but not limited to, pad-mounted electrical equipment, and ten (10) electric vehicle charging stations {"EV Stations"), and all appurtenances for the distribution of electricity to the Facilities; and communication facilities, and appurtenances, which can include, Supervisory Control and Data Acquisition ("SCADA") August 16, 2019 2019-0347744 of Official Records A portion of said land as more particularly described in said document Limitations on the use, by the owners of said Land, of the easement area as set forth in the easement document shown hereinabove. Reference is hereby made to said document for full particulars. 31. The transaction contemplated in connection with this Report is subject to the review and approval of the Company's Corporate Underwriting Department. The Company reserves the right to add additional items or make further requirements after such review. 32. 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. 33. 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. 34. 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. PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Report Form -Modified (11/17/06) Page 11 C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 1. REQUIREMENTS SECTION This transaction requires high liability approval prior to close of escrow together with an inspection of the subject property. Please advise title department with an estimated date that your transaction will close so we can schedule the necessary approvals and inspections. 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: Brookwood Pacific Office I, LLC, a Delaware 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 (11/17 /06) Page 12 C C PRELIMINARY REPORT Your Reference: .... Fidelity National Title Company Order No.: 995-30040180-A-JS3 3. REQUIREMENTS (Continued) 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: Brookwood Pacific Office II, LLC, a Delaware 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) Ifa 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. 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 CL TA Preliminary Report Form -Modified (11/17 /06) Page 13 C C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 1. 2. 3. 4. 5. 6. 7. INFORMATIONAL NOTES SECTION None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy, when issued. The Company is not aware of any matters which would cause it to decline to attach CL TA Endorsement Form 116 indicating that there is located on said Land Commercial properties, known as 701, 703 & 705 Palomar Airport Road, located within the city of Carlsbad, California, 92011, to an Extended Coverage Loan Policy. 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. 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. 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. 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. There are NO conveyances affecting said Land recorded within 24 months of the date of this report. END OF INFORMATIONAL NOTES Justin Scott/ah! CL TA Preliminary Report Form -Modified (I 1/17 /06) Page 14 C ,,,- ::yw IRE SAFE. I 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 PASSWORDS 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. C For more information on wire-fraud scams or to report an incident, please refer to the following links: C 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 1 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 c Effective January 1, 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 C • 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: C • 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 May 1, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page I Order No. 30040180-995-MAL-JS3 ,,,,,_ \.. ,., • to nonaffiliatecl third party service providers with whom we perform joint marketing, pursuant 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 C • 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. C 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. C 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 May 1, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page 2 Order No. 30040180-995-MAL-JS3 last date changes were made. If you provide information to us following any change of the Privacy 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. C Accessing and Correcting Information: Contact Us C C 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 A venue Jacksonville, Florida 32204 Attn: Chief Privacy Officer FNF Privacy Statement (Eff. 5/1/2015) Last Updated May 1, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page 3 Order No. 30040180-995-MAL-JS3 Notice of Available Discounts C Pursuant to Section 2355.3 in Title IO 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 FNTC -Fidelity National Title Company FNTCCA -Fidelity National Title Company of California Available Discounts FNF Underwriter FNTIC -Fidelity National Title Insurance Company CREDIT FOR PRELIMINARY REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES (FNTIC) 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 or 36 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge. DISASTER LOANS (FNTIC) The charge for a lender's Policy (Standard or Extended coverage) covering the financing or refinancing by an owner of record, 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 (FNTIC) C 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. C CA Discount Notice Page I C C OWNER'S DECLARATION The undersigned hereby declares as follows: I. (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 b. further described as follows: See Preliminary Report/Commitment No. 30040180-995-MAL-JS3 for full legal description (the "Land"). Declarant is the of -------------------------------("Owner"), which is the owner or lessee, as the case may be, of certain premises located at further described as follows: See Preliminary Report/Commitment No. 30040 l 80-995-MAL-JS3 for full legal description (the "Land"). 2. (Fill in the applicable paragraph and strike the other) 3. 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 Fidelity National Title Company against any and all claims arising therefrom. 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, 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. 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. This declaration is made with the intention that Fidelity National 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: ____________ _ CA Discount Notice Effective Date: 12/02/2014 C C C ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building 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 loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with 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 law. 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: l. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 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. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. Easements, liens or encumbrances, or claims thereof, not shown by the public records. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 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) ALTA 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: I. 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; Attachment One (6-5-14) CA & NV Page 1 C C 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; 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 ALTA 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: 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 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 l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; Attachment One (6-5-14) CA & NV Page2 C ,,,,...._ (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 ofan 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 I l(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: (PARTI (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 ALT A 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 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 l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not 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 Attachment One (6-5-14) CA & NV Page3 C. (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.) ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (04-02-15) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: I. (a) Any law, ordinance, 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 1 (a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 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 loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage 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 ofan 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 lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 1 l(b) or 25. Attachment One (6-5-14) CA & NV Page4 ( C .. 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 Page 5 MAP .,, l C l Escrow No.: Property Address: ... OWNER'S DECLARATION 30040 l 80-995-MAL-JS3 701, 703 & 705 Palomar Airport Road Carlsbad, CA 92011 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 701, 703 & 705 Palomar Airport Road, Carlsbad, CA 92011, 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 701, 703 & 705 Palomar Airport Road, Carlsbad, CA 92011, 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) 3. 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 Fidelity National Title Company against any and all claims arising therefrom. 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 Fidelity National 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 (DSI Rev. 10/17 /17) Printed: 7/15/2013 1:22 PM by JS9 Page 7 Escrc C ... (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 ofan 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 l l(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: (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: 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 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: 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 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 l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not 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 Attachment One (6-5-14) CA & NV Page3 C (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: l. (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.) ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (04-02-15) 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 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, 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 loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or ( e) resulting in loss or damage 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 ofan 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 lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk l l(b) or 25. Attachment One (6-5-14) CA & NV Page4 C C 8. 9. 10. 11. The failure of the residential structure, or any portion ofit, 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. 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. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 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 Page5 MAP C C C C C C OWNER'S DECLARATION Escrow No.: 30040180-995-MAL-JS3 Property Address: 701, 703 & 705 Palomar Airport Road Carlsbad, CA 92011 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 701, 703 & 705 Palomar Airport Road, Carlsbad, CA 92011, 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 701, 703 & 705 Palomar Airport Road, Carlsbad, CA 92011, 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) 3. 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 Fidelity National Title Company against any and all claims arising therefrom. 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 Fidelity National 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 (DSI Rev. 10/17/17) Printed: 7/15/2013 1:22 PM by JS9 Page 7 Escrc C C Fidelity National Title Company 555 5. Flower Street, Suite 4420, Los Angeles, CA 90071 Phone: (213) 452-7100• Fax: Issuing Policies of Fidelity National Title Insurance Company Title Officer: Justin Scott Escrow Officer: Major Accounts OAC TO: Holland & Knight LLP 400 South Hope Street, 8th Floor Los Angeles, CA 90071 ATTN: .Paloma Perez-McEvoy YOUR REFERENCE: PROPERTY ADDRESS: 701,703 & 705 Palomar Airport Road, Carlsbad, CA AMENDED PRELIMINARY REPORT Order No.: 995-30040180-A-JS3 In response to the application for a policy of title insurance referenced herein, Fidelity National Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. 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 forms 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 Fidelity National 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 title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned by: (l_ Authorized Signature CLTA Preliminary Report Form -Modified (11/17/06) Page 1 C C C • Fidelity National Title Company 555 S. Flower Street, Suite 4420, Los Angeles, CA 90071 Phone: (213) 452-7100• Fax: AMENDED PRELIMINARY REPORT EFFECTIVE DATE: May 5, 2020 at 7:30 a.m., Amended: May 11, 2020, Amendment No. A ORDER NO.: 995-30040180-A-JS3 The form of policy or policies of title insurance contemplated by this report is: ALTA Extended Owners Policy (6-17-06) 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee as to Parcel A Easement(s) more fully described below as to Parcel B 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: 3. BROOKWOOD PACIFIC OFFICE I, LLC, a Delaware limited liability company as to Twenty-Seven and Seventy-Three One Hundredths (27.73%) undivided tenant-in-common interest, and BROOKWOOD PACIFIC OFFICE II, LLC, a Delaware limited liability company as to Seventy-Two and Twenty-Seven One Hundredths (72.27%) undivided tenant-in-common interest THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Report Form -Modified (11/17/06) Page 2 C C PRELIMINARY REPORT Your Reference: .. EXHIBIT A LEGAL DESCRIPTION Fidelity National Title Company Order No.: 995-30040180-A-JS3 THE LAND REFERRED TO HEREIN BELOW IS SITU A TED IN THE CITY OF CARLSBAD IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCEL(S) 1, 2, AND 3 OF PARCEL MAP NO. 15386, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 16, 1988 AS INSTRUMENT NO. 88-467980 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE CITY OF CARLSBAD BY DEED RECORDED AUGUST 14, 1992 AS INSTRUMENT NO. 1992-0512699 OF OFFICIAL RECORDS OF SAID SAN DIEGO COUNTY AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL l; THENCE SOUTH 84°25'48" EAST (NORTH 84°28'34" WEST AS SHOWN ON CAL TRANS RIGHT-OF-WAY MAP NO. 3773) 109.32 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL l; THENCE SOUTH 62°07'37" EAST 21.45 FEET ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 1 TO THE POINT OF CUSP WITH A CURVE CONCAVE SOUTHERLY HA YING A RADIUS OF 713.58 FEET, TO WHICH A RADIAL LINE BEARS NORTH 13°21 '58" EAST; THENCE WEST 83.63 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 06°42'54" TO THE BEGINNING OF A REVERSE CURVE, CONCA VE TO THE NORTH, HA YING A RADIUS OF 2557.42 FEET, A RADIAL LINE THROUGH SAID BEGINNING OF REVERSE CURVE, BEARS SOUTH 06°39'04 WEST; THENCE WESTERLY 41.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00°55'19"; THENCE NORTH 77°34'39" WEST 4.73 FEET TO THE POINT OF BEGINNING. APN: 210-100-14-00; 210-100-15-00; 210-100-16-00; 210-100-17-00 PARCELB: EASEMENTS FOR UTILITIES AND OTHER PURPOSES AS CONTAINED IN THE DECLARATION ESTABLISHING COVENANTS, CONDITIONS, AND RESTRICTIONS AND GRANT OF EASEMENTS RECORDED MARCH 03, 1988 AS INSTRUMENT NO. 88-098430 OF OFFICIAL RECORDS. CLTA Preliminary Report Form -Modified (I 1/17/06) Page 3 C PRELIMINARY REPORT Your Reference: EXCEPTIONS Fidelity National Title Company Order No.: 995-30040180-A-JS3 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 truces, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2019-2020. B. 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: Homeowners Exemption: Code Area: 210-100-14-00 2019-2020 $10,765.59, PAID $10,765.59, PAID $0.00 09000 Property truces, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Homeowners Exemption: Code Area: 210-100-15-00 2019-2020 $52,662.82, PAID $52,662.82, PAID $0.00 09034 Supplemental taxes, including any personal property taxes and any assessments collected with taxes, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: Delinquent: 2nd Installment: Delinquent: Supplemental Bill No.: 210-100-15-00 2017-2018 $90.64, PAID December 10, 2019 $90.64, PAID April 10, 2020 879-460-54-37 Property taxes, including any personal property truces and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Homeowners Exemption: Code Area: 210-100-16-00 2019-2020 $37,524.21, PAID $37,524.21, PAID $0.00 09034 Property truces, including any personal property truces and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Homeowners Exemption: Code Area: 210-100-17-00 2019-2020 $71,416.37, PAID $71,416.37, PAID $0.00 09000 CL TA Preliminary Report Form -Modified (11/17 /06) Page4 C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 EXCEPTIONS (Continued) 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. 2. Water rights, claims or title to water, whether or not disclosed by the public records. 3. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: June 18, 1965 Recording No: I 08756 of Official Records Affects: The easterly boundary adjoining freeway 4. 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 & Electric Company Public utilities, ingress and egress August 19, 1966 135093 of Official Records A portion of the land over Parcel 3 5. 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 & Electric Company Public utilities, ingress and egress November 22, 1985 85-443577 of Official Records A portion of the land over Parcels 1 and 3 6. A resolution of the City Council of the City of Carlsbad, California establishing a bridge and thoroughfare district to finance the costs of major public bridge improvements in said city was recorded August 19, 1986 as Instrument No. 86-356638 of Official Records, no payments under which are outstanding. 7. Covenants, conditions, restrictions and easements 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, 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: March 03, 1988 Recording No: 88-098430 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. 8. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by said map/plat. Affects: The westerly boundary adjoining Avenida Encinas from Parcels 2 and 3 CL TA Preliminary Report Form -Modified (11/17 /06) Page 5 C C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JSJ EXCEPTIONS (Continued) 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: The City of Carlsbad General utility and access June 02, 1989 89-292347 of Official Records A portion of said land as more particularly described in said document 10. 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: Pacific Bell Public utilities March 13, 1991 1991-0110 I 99 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. 11. The ownership of said Land does not include rights ofaccess to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: Recording No: Affects: August 14, 1992 1992-0512699 of Official Records A portion of the land over Parcel 1 12. 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: The City of Carlsbad Drainage August 14, 1992 1992-0512700 of Official Records A portion of said land as more particularly described in said document 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: The City of Carlsbad Slope easement August 14, 1992 1992-0512702 of Official Records A portion of said land as more particularly described in said document 14. A portion of said land is shown on Record of Survey Map No. 14619 recorded August 18, 1994. CL TA Preliminary Report Form -Modified (11/17/06) Page6 C ,-. ::1w1RESAFE. I 1nquirebeforeyouwire! 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 PASSWORDS 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. C .. For more information on wire-fraud scams or to report an incident, please refer to the following links: C Wire Fraud Alert Federal Bureau of Investigation: http://www.(bi.gov Original Effective Date: 5/11/2017 Internet Crime Complaint Center: http://www.ic3.gov Pagel 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 c~ffective January 1, 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: C • 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 May 1, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page 1 Order No. 30040180-995-MAL-JS3 • to nonaffiliated third party service providers with whom we perform joint marketing, pursuant 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 C , 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. C 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. c~ 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 May l, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page 2 Order No. 30040 l 80-995-MAL-JS3 last date changes were made. If you provide information to us following any change of the Privacy 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 a-ny manner without notice or compensation to you. CAccessing and Correcting Information; Contact Us C 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. 5/1/2015) Last Updated May 1, 2018 MISC0219 (DSI Rev. 4/23/18) Copyright© 2018. Fidelity National Financial, Inc. All Rights Reserved Page 3 Order No. 30040180-995-MAL-JS3 Notice of Available Discounts C Pursuant to Section 2355.3 in Title IO 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 FNTC -Fidelity National Title Company FNTCCA-Fidelity National Title Company of California Available Discounts FNF Underwriter FNTIC -Fidelity National Title Insurance Company CREDIT FOR PRELIMINARY REPORTS AND/OR COMMITMENTS ON SUBSEQUENT POLICIES (FNTIC) 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 or 36 months and all or a portion of the charge previously paid for the report or commitment may be credited on a subsequent policy charge. DISASTER LOANS (FNTIC) 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 (FNTIC) C 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. CA Discount Notice Pagel C C C OWNER'S DECLARATION The undersigned hereby declares as follows: I. (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 b. further described as follows: See Preliminary Report/Commitment No. 30040180-995-MAL-JS3 for full legal description (the "Land"). Declarant is the of -------------------------------("Owner"), which is the owner or lessee, as the case may be, of certain premises located at -------------------------------------' further described as follows: See Preliminary Report/Commitment No. 30040180-995-MAL-JS3 for full legal description (the "Land"). 2. (Fill in the applicable paragraph and strike the other) 3. 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 Fidelity National Title Company against any and all claims arising therefrom. 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, 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. 5. The Land is currently in use as _________ _, ____________ o.ccupy/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. This declaration is made with the intention that Fidelity National 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: ____________ _ CA Discount Notice Effective Date: 12/02/2014 C C ATTACHMENT ONE CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building 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 loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or ( e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with 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 law. 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: 1. 2. 3. 4. 5. 6. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 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. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. Easements, liens or encumbrances, or claims thereof, not shown by the public records. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 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) ALTA 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; Attachment One (6-5-14) CA & NV Page 1 C c: C 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; 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 ALTA 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 l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; Attachment One (6-5-14) CA & NV Page2 C Fidelity National Title Company 555 S. Flower Street, Suite 4420, Los Angeles, CA 90071 Phone: (213) 452-7100• Fax: Issuing Policies of Fidelity National Title Insurance Company Title Officer: Justin Scott Escrow Officer: Major Accounts OAC TO: Holland & Knight LLP 400 South Hope Street, 8th Floor Los Angeles, CA 90071 ATTN: .Paloma Perez-McEvoy YOUR REFERENCE: PROPERTY ADDRESS: 701, 703 & 705 Palomar Airport Road, Carlsbad, CA AMENDED PRELIMINARY REPORT Order No.: 995-30040180-A-JS3 In response to the application for a policy of title insurance referenced herein, Fidelity National Title Company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded .from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. 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 forms 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 Fidelity National 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 title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned by: Cl Authorized Signature CLTA Preliminary Report Form -Modified (11/17/06) Page 1 C C Fidelity National Title Company 555 5. Flower Street, Suite 4420, Los Angeles, CA 90071 Phone: (213) 452-7100• Fax: AMENDED PRELIMINARY REPORT EFFECTIVE DATE: May 5, 2020 at 7:30 a.m., Amended: May 11, 2020, Amendment No. A ORDER NO.: 995-30040180-A-JS3 The form of policy or policies of title insurance contemplated by this report is: ALTA Extended Owners Policy (6-17-06) I. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee as to Parcel A Easement(s) more fully described below as to Parcel B 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: 3. BROOKWOOD PACIFIC OFFICE I, LLC, a Delaware limited liability company as to Twenty-Seven and Seventy-Three One Hundredths (27.73%) undivided tenant-in-common interest, and BROOKWOOD PACIFIC OFFICE II, LLC, a Delaware limited liability company as to Seventy-Two and Twenty-Seven One Hundredths (72.27%) undivided tenant-in-common interest THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Report Form -Modified (11/17/06) Page 2 C C PRELIMINARY REPORT Your Reference: EXHIBIT A LEGAL DESCRIPTION Fidelity National Title Company Order No.: 995-30040180-A-JS3 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: PARCEL(S) 1, 2, AND 3 OF PARCEL MAP NO. 15386, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, ST A TE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 16, 1988 AS INSTRUMENT NO. 88-467980 OF OFFICIAL RECORDS. EXCEPTING THEREFROM THAT PORTION OF PARCEL 1 CONVEYED TO THE CITY OF CARLSBAD BY DEED RECORDED AUGUST 14, 1992 AS INSTRUMENT NO. 1992-0512699 OF OFFICIAL RECORDS OF SAID SAN DIEGO COUNTY AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 1; THENCE SOUTH 84°25'48" EAST (NORTH 84°28'34" WEST AS SHOWN ON CALTRANS RIGHT-OF-WAY MAP NO. 3773) 109.32 FEET ALONG THE NORTHERLY LINE OF SAID PARCEL l; THENCE SOUTH 62°07'37" EAST 21.45 FEET ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 1 TO THE POINT OF CUSP WITH A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 713.58 FEET, TO WIIlCH A RADIAL LINE BEARS NORTH 13°21'58" EAST; THENCE WEST 83.63 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 06°42'54" TO THE BEGINNING OF A REVERSE CURVE, CONCAVE TO THE NORTH, HAVING A RADIUS OF 2557.42 FEET, A RADIAL LINE THROUGH SAID BEGINNING OF REVERSE CURVE, BEARS SOUTH 06°39'04 WEST; THENCE WESTERLY 41.15 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00°55'19"; THENCE NORTH 77°34'39" WEST 4. 73 FEET TO THE POINT OF BEGINNING. APN: 210-100-14-00; 210-100-15-00; 210-100-16-00; 210-100-17-00 PARCELB: EASEMENTS FOR UTILITIES AND OTHER PURPOSES AS CONTAINED IN THE DECLARATION ESTABLISIIlNG COVENANTS, CONDITIONS, AND RESTRICTIONS AND GRANT OF EASEMENTS RECORDED MARCH 03, 1988 AS INSTRUMENT NO. 88-098430 OF OFFICIAL RECORDS. CL TA Preliminary Report Form -Modified (I 1/17 /06) Page 3 C C PRELIMINARY REPORT Your Reference: EXCEPTIONS Fidelity National Title Company Order No.: 995-30040180-A-1S3 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, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2019-2020. B. 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: Homeowners Exemption: Code Area: 210-I 00-14-00 2019-2020 $10,765.59, PAID $10,765.59, PAID $0.00 09000 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: Homeowners Exemption: Code Area: 210-100-15-00 2019-2020 $52,662.82, PAID $52,662.82, PAID $0.00 09034 Supplemental taxes, including any personal property taxes and any assessments collected with taxes, assessed pursuant to the provisions of Chapter 3.5 ( commencing with Section 75) of the Revenue and Taxation Code of the State of California, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: Delinquent: 2nd Installment: Delinquent: Supplemental Bill No.: 210-100-15-00 2017-2018 $90.64, PAID December 10, 2019 $90.64, PAID April 10, 2020 879-460-54-37 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: Homeowners Exemption: Code Area: 210-100-16-00 2019-2020 $37,524.21, PAID $37,524.21, PAID $0.00 09034 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: Homeowners Exemption: Code Area: 210-100-17-00 2019-2020 $71,416.37, PAID $71,416.37, PAID $0.00 09000 CL TA Preliminary Report Form -Modified (11 /17 /06) Page 4 C C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 EXCEPTIONS (Continued) 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. 2. Water rights, claims or title to water, whether or not disclosed by the public records. 3. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: June 18, 1965 Recording No: I 08756 of Official Records Affects: The easterly boundary adjoining freeway 4. 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 & Electric Company Public utilities, ingress and egress August 19, 1966 135093 of Official Records A portion of the land over Parcel 3 5. 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 & Electric Company Public utilities, ingress and egress November 22, 1985 85-443577 of Official Records A portion of the land over Parcels 1 and 3 6. A resolution of the City Council of the City of Carlsbad, California establishing a bridge and thoroughfare district to finance the costs of major public bridge improvements in said city was recorded August 19, 1986 as Instrument No. 86-356638 of Official Records, no payments under which are outstanding. 7. Covenants, conditions, restrictions and easements 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, 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: March 03, 1988 Recording No: 88-098430 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. 8. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by said map/plat. Affects: The westerly boundary adjoining A venida Encinas from Parcels 2 and 3 CLTA Preliminary Report Form -Modified (11/17/06) Page 5 C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 EXCEPTIONS (Continued) 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: The City of Carlsbad General utility and access June 02, 1989 89-29234 7 of Official Records A portion of said land as more particularly described in said document 10. 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: Pacific Bell Public utilities March 13, 1991 1991-0110199 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. 11. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: Recording No: Affects: August 14, 1992 1992-0512699 of Official Records A portion of the land over Parcel I 12. 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: The City of Carlsbad Drainage August 14, 1992 1992-0512700 of Official Records A portion of said land as more particularly described in said document 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: The City of Carlsbad Slope easement August 14, 1992 I 992-05 I 2702 of Official Records A portion of said land as more particularly described in said document 14. A portion of said land is shown on Record of Survey Map No. 14619 recorded August 18, 1994. CL TA Preliminary Report Form -Modified (11/17 /06) Page 6 C PRELIMINARY REPORT Your Reference: 15. A Notice Entitled: For: Executed by: Recording Date: Recording No: EXCEPTIONS (Continued) A Notice of Restriction on Real Property Carlsbad Pacific Center PCS Facility The City of Carlsbad November 21, 1996 1996-0590839 of Official Records Reference is hereby made to said document for full particulars. Affects: 16. A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 A Notice of Restriction on Real Property Airtouch Pacific One Plaza The City of Carlsbad June 26, 1997 1997-0300317 of Official Records Reference is hereby made to said document for full particulars. 17. Affects: A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 Notice of Restriction on Real Property Carlsbad Pacific Center -Phase III The City of Carlsbad November 27, 2000 2000-0641753 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 18. A Notice Entitled: For: Executed by: Recording Date: Recording No: Notice of Restriction on Real Property National University The City of Carlsbad November 15, 2002 2002-1028500 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 CLTA Preliminary Report Form -Modified (11/17/06) Fidelity National Title Company Order No.: 995-30040180-A-1S3 Page7 C C C PRELIMINARY REPORT Your Reference: 19. A Notice Entitled: For: Executed by: Recording Date: Recording No: EXCEPTIONS (Continued) Notice of Restriction on Real Property Cingular Carlsbad Pacific Building The City of Carlsbad July l 0, 2003 2003-0821904 of Official Records Reference is hereby made to said document for full particulars. Affects: 20. A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 Notice of Restriction on Real Property Verizon Pacific Center One The City of Carlsbad July 08, 2009 2009-0373687 of Official Records Reference is hereby made to said document for full particulars. 21. Affects: A Notice Entitled: For: Executed by: Recording Date: Recording No: Parcel 1 Notice of Restriction on Real Property Carlsbad Pacific Center WCF The City of Carlsbad December 31, 2013 2013-0746435 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 1 22. A Notice Entitled: For: Executed by: Recording Date: Recording No: Notice of Restriction on Real Property Carlsbad Pacific Center The City of Carlsbad July 19, 2017 2017-0324346 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcels 1, 2 and 3 CL TA Preliminary Report Form -Modified ( l l /17 /06) Fidelity National Title Company Order No.: 995-30040180-A-JS3 Page 8 C PRELIMINARY REPORT Your Reference: EXCEPTIONS (Continued) Fidelity National Title Company Order No.: 995-30040180-A-JS3 23. Matters contained in that certain document Entitled: Dated: Executed by: Recording Date: Recording No: Memorandum of Co-Ownership Agreement June 26, 2015 Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC June 26, 2015 2015-0335759 of Official Records Reference is hereby made to said document for full particulars. 24. A deed of trust, security agreement, assignment of leases and fixture filing to secure an indebtedness in the amount shown below, Amount: Dated: Trustor/Grantor Trustee: Beneficiary: Recording Date: Recording No: $42,061,000.00 June 26, 2015 Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC Fidelity National Title Company, a California corporation Parlex 5 Finco, LLC, a Delaware limited liability company June 26, 2015 2015-0335760 of Official Records An assignment of the beneficial interest under said deed of trust which names: Assignee: Recording Date: Recording No: Affects: Wells Fargo Bank, National Association, as Participation Custodial Agent, for the benefit of the Participation A-1 Holder and the Participation A-2 Holder in accordance with their respective rights under the Participation Agreement and Future Funding Indemnification Agreement December 22, 2017 2017-0603506 of Official Records The herein described Land and other land. 25. An assignment of all the moneys due, or to become due as rental, as additional security for the obligations secured by deed of trust shown as item no. 23. Assigned to: Recording Date: Recording No: Parlex 5 Finco, LLC, a Delaware limited liability company June 26, 2015 2015-0335761 of Official Records An assignment of assignment of leases and rents: Assignee: Recording Date: Recording No: Wells Fargo Bank, National Association, as Participation Custodial Agent, for the benefit of the Participation A-1 Holder and the Participation A-2 Holder in accordance with their respective rights under the Participation Agreement and Future Funding Indemnification Agreement December 22, 2017 2017-0603507 of Official Records, and mesne assignments ofrecord CLTA Preliminary Report Form -Modified (11/17/06) Page9 C C ( PRELIMINARY REPORT Your Reference: 26. A financing statement as follows: EXCEPTIONS (Continued) Fidelity National Title Company Order No.: 995-30040180-A-JS3 Debtor: Brookwood Pacific Office I, LLC, and Brookwood Pacific Office II, LLC, jointly and severally Secured Party: Recording Date: Recording No: Parlex 5 Finco, LLC June 26, 2015 2015-0335762 of Official Records A change to the above financing statement was filed Nature of Change: Recording Date: Recording No: Affects: Assignment December 22, 2017 2017-0603508 of Official Records The herein described Land and other land. 27. A Notice Entitled: Notice of Restriction on Real Property Carlsbad Pacific Center 28. For: Executed by: The City of Carlsbad Recording Date: July 19, 2017 Recording No: 2017-0324346 of Official Records Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Recording Date: Recording No: Encroachment Agreement February 01, 2018 2018-004 I 638 of Official Records Reference is hereby made to said document for full particulars. Affects: Parcel 3 29. 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 laws, as set forth in the document referred to in the numbered item last above shown. CL TA Preliminary Report Form -Modified (11/17 /06) Page IO C C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JSJ EXCEPTIONS (Continued) 30. 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 & Electric Company Underground facilities, together with aboveground structures consisting of, but not limited to, pad-mounted electrical equipment, and ten (10) electric vehicle charging stations ("EV Stations"), and all appurtenances for the distribution of electricity to the Facilities; and communication facilities, and appurtenances, which can include, Supervisory Control and Data Acquisition ("SCADA") August 16, 2019 2019-0347744 of Official Records A portion of said land as more particularly described in said document Limitations on the use, by the owners of said Land, of the easement area as set forth in the easement document shown hereinabove. Reference is hereby made to said document for full particulars. 31. The transaction contemplated in connection with this Report is subject to the review and approval of the Company's Corporate Underwriting Department. The Company reserves the right to add additional items or make further requirements after such review. 32. 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. 33. Matters which may be disclosed by an inspection and/or by a correct ALT A/NSPS Land Title Survey of said Land that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof. 34. 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. PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Report Form -Modified (11/17/06) Page 11 r PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 I. REQUIREMENTS SECTION This transaction requires high liability approval prior to close of escrow together with an inspection of the subject property. Please advise title department with an estimated date that your transaction will close so we can schedule the necessary approvals and inspections. 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: Brookwood Pacific Office I, LLC, a Delaware 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 (11/17 /06) Page 12 PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-JS3 3. REQUIREMENTS (Continued) 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: Brookwood Pacific Office II, LLC, a Delaware 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) Ifa 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. t) 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. 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 CLTA Preliminary Report Form -Modified (I 1/17/06) Page 13 C PRELIMINARY REPORT Your Reference: Fidelity National Title Company Order No.: 995-30040180-A-1S3 I. 2. 3. 4. 5. 6. INFORMATIONAL NOTES SECTION None of the items shown in this report will cause the Company to decline to attach CLTA Endorsement Form 100 to an Extended Coverage Loan Policy, when issued. 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 701, 703 & 705 Palomar Airport Road, located within the city of Carlsbad, California, 92011, to an Extended Coverage Loan Policy. 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. 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. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (OTT) 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. OTT Affidavits may be available at a Tax Assessor-County Clerk-Recorder. 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. 7. There are NO conveyances affecting said Land recorded within 24 months of the date of this report. END OF INFORMATIONAL NOTES Justin Scott/ahl CLTA Preliminary Report Form -Modified (11/17/06) Page 14