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HomeMy WebLinkAboutGPA 15-02; ; 2023-0233523: Covenant+ 1.~ u RECORDfNG REQUESTED BY AND) WHEN RECORDED MAIL TO: ) City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, California 92008-1989 ) ) ) ) l DOC# 2023-0233523 1111111111111111111111111111111111111 11111 lllll 11111 111111111111111111 Aug 28, 2023 11 :48 AM OFFICIAL RECORDS JORDAN Z. MARKS, SAN DIEGO COUNTY RECORDER FEES $0.00 (SB2 Atkins· $0.00) PAGES: 47 Space above this line for Recorder's use Assessor's Parcel Number 212-272-07-00 GPA 15-02/ ZC 15-03/ LCP A 15- Project Number and Name 05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Ocean View Point DECLARATION OF RESTRICTIVE COVENANTS This DECLARATION QF RESTRICTIVE COVENANTS ("Restrictive Covenant") is made this 2:j_ day of Ju\ i , 201.3 by RREG Investments Series LLC Series l045, a Delaware limited liability company (hereinafter "Declarant"). RECITALS A. Declarant is the developer of that certain real property in Carlsbad, County of San Diego, State of California, commonly referred to as Ocean View Point, GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 (the "Project"). B. Declarant is the sole owner in fee simple of those portions of the Project located in the City of Carlsbad, County of San Diego, State of Cali fornia, and as further described in legal descriptions attached hereto as Exhibit "A" and depicted on Exhibit "B" and attached hereto and incorporated by this reference (the "Restricted Property"), which consists of approximately 16 .5 acres. C. This Restrictive Covenant provides mitigation for certain impacts of the Project, pursuant to requirements of Condition Nos. 5 and 17 of City of Carlsbad Planning Commission Resolution No. 7339, dated June 19, 20 19 for the Habitat Management Plan Permit. HMP 15-05, for the Project. This Restrictive Covenant is intended and shall be deemed to satisfy such requirement as to the Restricted Property. The amount of Diegan coastal sage scrub and southern maritime chaparral to be preserved within the Restricted Property is 16.5 acres. D. The Restricted Property possesses wildlife and habitat values of great importance to the People of the State of California and currently is, and will remain, in a Natural Condition as defined herein and is intended to be preserved in its natural, scenic, open condition to maintain its ecological, historical, visual, and educational values ( collectively, "Conservation Values"). CA 09/24/1 3 Assessor's Parcel Number: 2 12-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/LCPA 15-05/ CT 15-07/ PUD I 5-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Poin1 E. Declarant desires to preserve and protect the Restricted Property pursuant to the Ocean View Point Preserve Management Plan dated July, 2023 ("Management Plan"), an adaptive habitat management plan which may be revised from time to time and which is. F. The United States Fish and Wildlife Service ("USFWS") has jurisdiction over the conservation, protection, restoration, enhancement and management of fish, wildlife and native plants and the habitats on which they depend under the Endangered Species Act, 16 U.S.C. Section 1531 et. seq., the Fish and Wildlife Coordination Act, 16 USC, Section 661-666( e) and other applicable federal laws. G. California Department of Fish and Wildlife ("CDFW") has jurisdiction, pursuant to Fish and Game Code Section 1802, over the conservation, protection, and management of fish, wildlife, native plants and the habitat necessary for biologically sustainable populations of those species, and the Department of Fish and Game is authorized to hold easements for these purposes pursuant to Civil Code Section 815.3, Fish and Game Code Section 1348, and other provisions of California law. H. The City of Carlsbad ("City") is a municipal corporation with a Habitat Management Plan for Natural Communities in the City of Carlsbad ("HMP") adopted by its City Council in November 2004, with the overall goal of contributing to regional biodiversity and the viability of rare, unique or sensitive biological resources throughout the City and the larger region while allowing public and private development to occur consistent with the Carlsbad General Plan and Growth Management Plan. COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS NOW THEREFORE, Declarant hereby declares the Restricted Property shall be held, transferred, conveyed, leased, occupied or otherwise disposed of and used subject to the following restrictive covenants, which shall run with the land and be binding on Declarant's heirs, successors in interest, administrators, assigns, lessees, or other occupiers and users of the Restricted Property or any portion of it. 1. Purpose. (a) The purpose of this Restrictive Covenant is to ensure the Restricted Property will be retained in perpetuity in a Natural Condition, defined below, and to prevent any use of the Restricted Property that will impair or interfere with the Conservation Values of the Restricted Property (the "Purpose"). Declarant intends that this Restrictive Covenant will confine the use of the Restricted Property to such activities, including without limitation, those involving the preservation and enhancement of native species and their habitat in a manner consistent with the habitat conservation purposes of this Restrictive Covenant. (b) The term "Natural Condition," as referenced in the preceding paragraph and other portions of this Restrictive Covenant, shall mean the condition of the Restricted Property as it exists at the time this Restrictive Covenant is executed, as well as future enhancements or changes to the Restricted Property that occur directly as a result of the following activities: 2 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Project Name: Ocean View Point ( 1) Habitat creation or restoration, including implementation, maintenance and monitoring activities, required by City of Carlsbad Planning Commission Resolution No. 7339, dated June 19, 2019 for the Project. (2) In-perpetuity maintenance ("Long-Term Maintenance, Management, and Monitoring"), that occurs on the Restricted Property as described in the Management Plan and Section 6 herein; or (3) Activities described in Section 4 herein. (c) Declarant certifies to City, CDFW, and USFWS, that, to Declarant's actual knowledge, there are no structures or other man-made improvements existing on the Restricted Property. Declarant further certifies to City, CDFW, and USFWS that, to Declarant's actual knowledge, there are no previously granted easements existing on the Restricted Property that interfere or conflict with the Purpose of this Restrictive Covenant as evidenced by the Title Insurance Policy attached at Exhibit "C". The current Natural Condition is evidenced in part by the depiction of the Restricted Property attached on Exhibit "D", showing all relevant and plottable property lines, easements, dedications, improvements, boundaries and major, distinct natural features such as waters of the United States. Declarant has delivered the following further evidence of the Natural Condition to City, CDFW, and USFWS: (1) a color aerial photograph of the Restricted Property at an appropriate scale taken as close in time as possible to the date this Restrictive Covenant is executed; (2) an overlay of the Restricted Property boundaries on that aerial photograph; and (3) on-site color photographs showing all natural features of the Restricted Property. (d) If a controversy arises with respect to the Natural Condition of the Restricted Property, City, CDFW, and/or USFWS shall not be foreclosed from utilizing any and all other relevant documents, surveys, photographs or other evidence or information to assist in the resolution of the controversy. ( e) The term "Biological Monitor" shall mean an independent third-party consultant with knowledge of upland resources in the San Diego County area and expertise in the field of biology. 2. Declarant's Duties. Declarant, its successors and assigns shall: (a) Undertake all reasonable actions to prevent the unlawful entry and trespass by persons whose activities would be inconsistent with the Conservation Values and would violate the permitted uses of the Restricted Property set forth in this Restrictive Covenant; and (b) Post and maintain signage in or adjacent to the boundary areas of the Restricted Property as described in Section 4(d); and (c) Comply with the terms of this Restrictive Covenant and cooperate with City, CDFW, and USFWS in the protection of the Conservation Values; and 3 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP I 5-05 Project Name: Ocean View Point ( d) Repair and restore damage to the Restrictive Property directly or indirectly caused by Declarant, Declarant's guests, representatives or agents and third parties; provided, however, Declarant, its successors or assigns shall not engage in any repair or restoration work in the Restricted Property without first consulting with City, CDFW, and USFWS pursuant to Section 6 below; and (e) Undertake construction, maintenance and monitoring of mitigated areas pursuant to the Conceptual Restoration Plan for the Ocean View Point Project, prepared by Dudek, dated June 2023 ("Mitigation Plan"), cover page and Introduction attached hereto as Exhibit "E," until receipt of final approval of the success of the mitigation from City, CDFW, and USFWS ("City/CDFW/USFWS Final Approval"); and (f) Obtain any applicable governmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders or requirements; (g) Perform in-perpetuity Long-Term Maintenance, Management, and Monitoring set forth in Section 6 below; and (h) Perform an annual compliance inspection of the Restricted Property, prepare an inspection report and shall make reports available to City, CDFW, and USFWS and the City, upon request. 3. Prohibited Uses. Any activity on or use of the Restricted Property inconsistent with the Purpose of this Restrictive Covenant and not reserved as set forth in Section 4 is prohibited. Without limiting the generality of the foregoing, the following uses by Declarant, and its respective guests, agents, assigns, employees, representatives, successors and third parties, are expressly prohibited, except as otherwise provided herein or unless specifically provided for in the Mitigation Plan, Management Plan, and any easements and reservations of rights recorded in the chain of title to the Restricted Property at the time of this conveyance (as set forth in Exhibit "C" hereto): (a) Supplemental watering except for habitat enhancement activities described m Section 4.(hl; (b) Use of herbicides, pesticides, rodenticides, biocides, fertilizers, or other agricultural chemicals or weed abatement activities, except weed abatement activities necessary to control or remove invasive, exotic plant species conducted by a herbicide applicator licensed to work within habitat preserve areas; ( c) Incompatible fire protection activities, except the fire prevention activities set forth in Secti_Qn_4ffi; ( d) Use of off-road vehicles and use of any other motorized vehicles except on existing roadways and as necessary to restore native plant communities consistent with Section 4. 4 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC I 5-03/ LCPA 15-05/ CT 15-07/ PUO 15-15/ CDP I 5-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point ( e) Livestock grazing or other agricultural activity of any kind; (f) Recreational activities including, but not limited to, horseback riding, biking, hunting or fishing, except as allowed in the Management Plan; (g) Residential, commercial, retail, institutional, or industrial uses; (h) Any legal or de facto division, subdivision or portioning of the Restricted Property, except transfers in accordance with Section 17 below; (i) Construction, reconstruction or placement of any building or other improvement, billboard, or signs except signs permitted in Section 2(b) and Section 4(d); U) Depositing, dumping or accumulating soil, trash, ashes, refuse, waste, bio-solids or any other material; (k) Planting, introduction or dispersal of non-native or exotic plant or animal species; (I) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extraction of minerals, loam, gravel, soil, rock, sand or other material on or below the surface of the Restricted Property; (m) Altering the general topography of the Restricted Property, including but not limited to building of roads, trails, and flood control work; (n) Removing, destroying, or cutting of trees, shrubs or other vegetation, except as necessary for ( 1) emergency fue protection as required by fire safety officials as set forth in Section i(f)_, (2) controlling invasive, exotic plants which threaten the integrity of the habitat, (3) preventing or treating disease, (4) completing the Mitigation Plan, or (5) activities described in Section 2, Section 4 and Section 13; ( o) Manipulating, impounding or altering any natural watercourse, body of water or water circulation on the Restricted Property, and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters; and (p) Fuel modification zones ( defined as a strip of mowed land or the planting of vegetation possessing low combustibility for purposes of fire suppression). 4. Declarant's Reserved Ri.2,hts. Declarant reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Restricted Property, including the right to engage in or to permit or invite others to engage in all uses of the Restricted Property that are consistent with the Purpose of this Restrictive Covenant, including the fo llowing uses: (a) Access. Reasonable access through the Restricted Property to adjacent land over existing roads, or to perform obligations or other activities permitted by this Restrictive Covenant. 5 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Project Name: Ocean View Point In addition, police and other public safety organizations and their personnel may enter the Restricted Property to address any legitimate public health or safety matter. (b) Habitat Enhancement Activities. Enhancement of native plant communities, including the right to plant trees and shrubs of the same type as currently existing on the Restricted Property. For purposes of preventing erosion and reestablishing native vegetation, the Declarant shall have the right to revegetate areas that may be damaged by the permitted activities under this Section 4, naturally occurring events or by the acts of persons wrongfully damaging the Natural Condition of the Restricted Property. Prior to any habitat enhancement activities, Declarant shall have its Biological Monitor submit detailed plans to City, CDFW, and USFWS for review and approval. Habitat enhancement activities shall not be in direct, or potential conflict, with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements and Management Plan. (c) Vegetation, Debris. and Exotic Species Removal. Removal or trimming of vegetation downed or damaged due to natural disaster, removal of man-made debris, removal of parasitic vegetation (as it relates to the health of the host plant) and removal of non-native or exotic plant or animal species. Vegetation, debris, and exotic plant species removal shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, permitting requirements, and Management Plan. ( d) Erection and Maintenance of Informative Signage. Erection and maintenance of signage and other notification features saying "Natural Area Open Space," "Protected Natural Area," or similar descriptions that inform persons of the nature and restrictions on the Restricted Property. Prior to erection of such signage, the Declarant shall submit detailed plans showing the location of such signs to City, CDFW, and USFWS for review and approval. The erection and maintenance of informative signage shall not be in direct or potential conflict with the preservation of the Natural Condition of the Restricted Property or the Purpose of this Restrictive Covenant and shall be performed in compliance with all applicable laws, regulations, and permitting requirements. (e) No Interference with Development of Adjoining Property. Notwithstanding anything set forth herein to the contrary, nothing in this Restrictive Covenant is intended nor shall be applied to in any way limit Declarant or any of Declarant's successors and assigns from ( 1) constructing, placing, installing, and/or erecting any improvements upon the portions of the Project not constituting the Restricted Property, (2) installing and/or maintaining the subsurface infrastructure improvements, utility lines, landscaping (including irrigation and runoff), landscape mitigation, and/or similar non-structural improvements within the Restricted Property, and/or (3) developing adjoining property for any purposes, except as limited by any local, state or federal permit requirements for such development and provided that for all of the above clauses (a), (b), and (c) neither such activity nor any effect resulting from such activity amounts to a use of the Restricted Property, or has an impact upon the Restricted Property, that is prohibited by Section 3 above. 6 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point (f) Fire Protection. The right, in an emergency situation only, to construct firebreaks ( defined as a strip of plowed or cleared land made to check the spread of a fire), trim or remove brush, otherwise perform preventative measures required by the Fire Department to protect structures and other improvements from encroaching fire. All other brush management activities shall be limited to areas outside the Restricted Property. 5. Access. This Restrictive Covenant does not convey a general right of access to the public or a general right of access to the Restricted Property. In accordance with Section 4(d). Declarant shall install signage at all likely points of entry informing persons of the nature and restrictions on the Restricted Property. This Restrictive Covenant will allow for access to the Restricted Property by City, CDFW, and USFWS, City and third-party easement holders of record at the time of this conveyance. 6. Long-Term Maintenance, Management, and Monitoring. In addition to the other terms contained herein, Declarant, its successor or assign shall be responsible for the maintenance/repair of the Restricted Property in perpetuity. Such long-term maintenance shall consist of the following activities: (a) annual removal, by hand, of trash or man- made debris, (b) annual maintenance of signage and other notification features or similar descriptions that inform persons of the nature and restrictions on the Restricted Property pursuant to Section 2(b), ( c) implement its responsibilities under the Management Plan and any amendments thereto, and (d) annual restoration of the Restricted Property damaged by any activities prohibited by Section 3 herein. Declarant, its successors and assigns shall prepare a monitoring and maintenance report documenting activities performed under subsections (a) through (c) above, and shall make reports available to City/CDFW/USFWS upon request. When activities are performed pursuant to subsection (d) above, Declarant shall retain a qualified Biological Monitor to prepare a Mitigation Plan and to oversee/monitor such restoration activities. Declarant shall have its Biological Monitor submit a draft Mitigation Plan to City/CDFW /USFWS for review and approval prior to its implementation. Upon completion of restoration as specified in the City/CDFW/USFWS-approved Mitigation Plan, Declarant shall have its Biological Monitor prepare a detailed monitoring report, and Declarant shall make the report available to City/CDFW /USFWS within thirty (30) days of completion of restoration activities. Declarant, its successors or assigns and the Biological Monitor shall sign the monitoring report, and the report shall document the Biological Monitor's name and affiliation, dates Biological Monitor was present on-site, activities observed and their location, Biological Monitor's observations regarding the adequacy of restoration performance by the Declarant, its successors or assigns, or its contractor in accordance with the City/CDFW/USFWS-approved Mitigation Plan, corrections recommended and implemented. 7. Endowment Declarant shall establish an endowment fund to be held in trust, invested and the interest disbursed therefrom to provide sufficient funds for the perpetual management, maintenance, and monitoring of the Restricted Property as required under this Restrictive Covenant. City, CDFW, and USFWS shall have the right to review and approve the terms of the endowment agreement, 7 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point and shall be a named third party beneficiary of that agreement with the right to review and approve any amendments. (a) Declarant shall include the following principles of fiduciary duty in the endowment fund agreement: ( 1) The endowment holder shall have a fiduciary duty to hold the endowment funds in trust for the Property. (2) The endowment holder shall not commingle the endowment funds with other funds. Funds may be pooled for investment management purposes only. (3) The endowment holder shall have a duty of loyalty and shall not use the endowment funds for its own personal benefit. (4) The endowment holder shall act as a prudent investor of the endowment funds. (5) The endowment holder shall not delegate the responsibility for managing the funds to a third party, but may delegate authority to invest the funds with Declarant's oversight. The endowment holder shall act with prudence when delegating authority and in the selection of agents. (6) The endowment holder shall have annual audit of the endowment performed by a licensed CPA, and shall submit the auditor's written report to City, CDFW, and USFWS upon completion. (7) Endowment funds set aside for the management of the Property shall not be used to pay any damages for liability due to acts or omissions of the endowment holder or any other party. 8. City, CDFW, and USFWS Rie;hts. To accomplish the Purpose of this Restrictive Covenant, Declarant hereby grants and conveys the following rights to City, CDFW, and USFWS (but without obligation of the City, CDFW, and USFWS): (a) A non-exclusive easement on and over the Restricted Property to preserve and protect the Conservation Values of the Restricted Property; and (b) A non-exclusive easement on and over the Restricted Property to enter upon the Restricted Property to monitor Declarant's compliance with and to otherwise enforce the terms of this Restrictive Covenant; and ( c) A non-exclusive easement on and over the Restricted Property to prevent any activity on or use of the Restricted Property that is inconsistent with the Purpose of this Restrictive Covenant and to require the restoration of such areas or features of the Restricted Property that 8 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP I 5-53/ HDP l 5-03/ HMP 15-05 Project Name: Ocean View Point may be damaged by any act, failure to act, or any use that is inconsistent with the Purpose of this Restrictive Covenant; and ( d) All present and future development rights allocated, implied, reserved or inherent in the Property; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Property, nor any other property adjacent or otherwise; and (e) The right to enforce by means, including, without limitation, injunctive relief, the terms and conditions of this Restrictive Covenant. 9. Enforce1m~_11_t. (a) Right to Enforce. Declarant, its successors and assigns, grant to City, CDFW, and USFWS, U.S. Department of Justice (DOJ), and the California State Attorney General (AG), as well as the City, a discretionary right to enforce these restrictive covenants in a judicial or administrative action against any person(s) or other entity(ies) violating or attempting to violate these restrictive covenants; provided, however, that no violation of these restrictive covenants shall result in a forfeiture or reversion of title. The rights under this Section are in addition to, and do not limit rights conferred in Section 8 above, the rights of enforcement against Declarant, its successor or assigns under the Section 404 Permit, or any rights of the various documents created thereunder or referred to therein. (b) Notice. (1) If City, CDFW, and/or USFWS determines Declarant is in violation of the terms of this Restrictive Covenant or that a vio lation is threatened, City/CDFW /USFWS may demand the cure of such violation. ln such a case, City/CDFW/USFWS shall issue a written notice to Declarant (hereinafter "Notice of Violation") informing Declarant of the violation and demanding cure of such violation. (2) Declarant shall cure the noticed violation within fifteen ( 15) days of receipt of said written notice from City, CDFW, and/or USFWS. If said cure reasonably requires more than fifteen ( 15) days, Declarant shall, within the fifteen ( 15) day period submit to City/CDFW /USFWS for review and approval a plan and time schedule to diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. If Declarant disputes the Notice of Violation, it shall issue a written notice of such dispute (hereinafter "Notice of Dispute") to the City/CDFW/USFWS within fifteen (15) days of receipt of written notice of violation. (3) If Declarant fails to cure the noticed violation(s) within the time period(s) described in Section 9(b)(2) above, or Section 9(c) below, City/CDFW/USFWS may bring an action at law or in equity in a court of competent jurisdiction to enforce compliance by Declarant with the terms of this Restrictive Covenant. In such action, the City/CDFW/USFWS may (i) recover any damages to which they may be entitled for violation by Declarant of the terms of this Restrictive Covenant, 9 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Projecl Numbers: GPA I 5-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point (ii) enjoin the violation, ex parte if necessary, by temporary or permanent injunction without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies, or (iii) pursue other equitable relief, including, but not limited to, the restoration of the Restricted Property to the condition in which it existed prior to any such violation or injury. City/CDFW/USFWS may apply any damages recovered to the cost of undertaking any corrective action on the Restricted Property. (4) If Declarant provides City/CDFW/USFWS with a Notice of Dispute, as provided herein, City/CDFW/USFWS shall meet and confer with Declarant at a mutually agreeable place and time, not to exceed thirty (30) days from the date that City/CDFW/USFWS receives the Notice of Dispute. City/CDFW/USFWS shall consider all relevant information concerning the disputed violation provided by Declarant and shall determine whether a violation has in fact occurred and, if so, whether the Notice of Violation and demand for cure issued by City/CDFW/USFWS is appropriate in light of the violation. (5) If, after reviewing Declarant's Notice of Dispute, conferring with Declarant, and considering all relevant information related to the violation, City, CDFW, and/or USFWS determines that a violation has occurred, City/CDFW/USFWS shall give Declarant notice of such determination in writing. Upon receipt of such determination, Declarant shall have fifteen (15) days to cure the violation. If said cure reasonably requires more than fifteen (15) days, Declarant shall, within the fifteen (15) day period submit to City/CDFW/USFWS for review and approval a plan and time schedule to diligently complete a cure. Declarant shall complete such cure in accordance with the approved plan. (c) Immediate Action. If City/CDFW/USFWS, in its reasonable discretion, determines that circumstances require immediate action to prevent or mitigate significant damage to the Conservation Values of the Restricted Property, City/CDFW/USFWS may immediately pursue all available remedies, including injunctive relief, available pursuant to both this Restrictive Covenant and state and/or federal law after giving Declarant at least twenty four (24) hours' written notice before pursuing such remedies. So long as such twenty four (24) hours' notice is given, City/CDFW/USFWS may immediately pursue all available remedies without waiting for the expiration of the time periods provided for cure or Notice of Dispute as described in Section 9(b)(2). The written notice pursuant to this paragraph may be transmitted to Declarant by electronic mail. The rights of City/CDFW /USFWS under this paragraph apply equally to actual or threatened violations of the terms of this Restrictive Covenant. Declarant agrees that the remedies at law for City/CDFW/USFWS for any violation of the terms of this Restrictive Covenant are inadequate and that City/CDFW/USFWS shall be entitled to the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which City/CDFW/USFWS may be entitled, including specific performance of the terms of this Restrictive Covenant, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. The remedies described in this Section 9(c) shall be cumulative and shall be in addition to all remedies now or hereafter existing at law or in equity. 10 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point (d) Costs of Enforcement. Any costs incurred by City/CDFW/USFWS in enforcing the terms of this Restrictive Covenant against Declarant including, but not limited to, costs of suit and, any costs of restoration necessitated by Declarant's violation or negligence under the terms of this Restrictive Covenant shall be borne by Declarant. ( e) Enforcement Discretion. Enforcement of the terms of this Restrictive Covenant shall be at the discretion of City/CDFW/USFWS. Any forbearance by City/CDFW/USFWS to exercise rights under this Restrictive Covenant in the event of any breach of any term of this Restrictive Covenant by Declarant shall not be deemed or construed to be a waiver by City/CDFW/USFWS of such term or of any subsequent breach of the same or any other term of this Restrictive Covenant or of any of the rights of City/CDFW/USFWS under this Restrictive Covenant. No delay or omission by City/CDFW/USFWS in the exercise of any right or remedy upon any breach by Declarant shall impair such right or remedy or be construed as a waiver. (f) Acts Beyond Declarant's Control. Nothing contained in this Restrictive Covenant shall be construed to entitle City/CDFW/USFWS to bring any action against Declarant for any injury to or change in the Restricted Property resulting from: 10. (1) Any natural cause beyond Declarant's control, including without limitation, fire, flood, storm, and earth movement; or (2) Any prudent action taken by Declarant under emergency conditions to prevent, abate, or mitigate significant injury to persons and/or the Restricted Property resulting from such causes. Costs and Liabilities. Declarant, or its successor or assign retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the Restricted Property. Declarant agrees City, CDFW, and USFWS shall not have any duty or responsibility for the operation, upkeep, or maintenance of the Restricted Property, the monitoring of hazardous conditions thereon, or the protection of Declarant, the public or any third parties from risks relating to conditions on the Restricted Property. Declarant, its successor or assign remains solely responsible for obtaining any applicable governmental permits and approvals for any activity or use permitted by this Restrictive Covenant, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and requirements. 11. Taxes. Declarant, its successors or assigns shall pay before delinquency, all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Restricted Property by competent authority, including any taxes imposed upon, or incurred as a result of, this Restrictive Covenant, and agrees to furnish City, CDFW, and USFWS with satisfactory evidence of payment upon request. 12. No Hazardous Materials Liability. II CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/LCPA 15-05/ CT I 5-07/ PUD I 5-15/ CDP 15-53/ HOP 15-03/ HMP I 5-05 Project Name: Ocean View Point (a) Dec1arant represents and warrants that it has no knowledge of any release or threatened release of Hazardous Materials (defined below) in, on, under, about or affecting the Restricted Property. (b) Despite any contrary provision of this Restrictive Covenant, the parties do not intend this Restrictive Covenant to be, and this Restrictive Covenant shalJ not be, construed such that it creates in or gives City, CDFW, and USFWS any of the folJowing: (I) The obligations or liabilities of an "owner" or "operator," as those terms are defined and used in Environmental Laws ( defined below), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.; hereinafter, "CERCLA"); or (2) The obligations or liabilities of a person described in 42 U.S.C. Section 9607(a)(3) or (4); or (3) The obligations of a responsible person under any applicable Environmental Laws; or ( 4) The right to investigate and remediate any Hazardous Materials associated with the Restricted Property; or (5) Any control over Declarant's ability to investigate, remove, remediate or otherwise clean up any Hazardous Materials associated with the Restricted Property. (c) The term "Hazardous Materials" includes, without limitation, (a) material that is flammable, explosive or radioactive; (b) petroleum products, including by-products and fractions thereof; and ( c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 5101 et seq.); the Hazardous Waste Control Law (California Health & Safety Code Section 25100 et seq.); the Hazardous Substance Account Act (California Health & Safety Code Section 25300 et seq.), and in the regulations adopted and publications promulgated pursuant to them, or any other applicable federal, state or local laws, ordinances, mies, regulations or orders now in effect or enacted after the date of this Restrictive Covenant. (d) The term "Environmental Laws" includes, without limitation, any federal, state, local or administrative agency statute, ordinance, rule, regulation, order or requirement relating to pollution, protection of human health or safety, the environment or Hazardous Materials. Declarant represents, warrants and covenants to City, CDFW, and USFWS that activities upon and use of the Restricted Property by Declarant, its agents, employees, invitees and contractors will comply with all Environmental Laws. 13. Additional Easements. 12 CA 09/24/20 I 3 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA I 5-05/ CT 15-07/ PUD I 5-15/ CDP I 5-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point Declarant shall not grant any additional easements, rights of way or other interests in the surface or subsurface of the Restricted Property ( other than a security interest that is subordinate to this Restrictive Covenant), or grant or otherwise abandon or relinquish any water rights relating to the Restricted Property, without first obtaining the written consent of City, CDFW, and USFWS. City, CDFW, and/or USFWS may withhold such consent if it determines that the proposed interest or transfer is inconsistent with the Purpose of this Restrictive Covenant or will impair or interfere with the Conservation Values of the Restricted Property. This Section shall not prohibit transfer of a fee or leasehold interest in the Restricted Property that is subject to this Restrictive Covenant and complies with Section 17 below. Declarant, its successors and assigns shall record any additional easements or other interests in the Restricted Property approved by the City, CDFW, and USFWS in the official records of San Diego County, California and provide a copy of the recorded document to the City, CDFW, and USFWS. 14. Hold Harmless. Declarant shall hold harmless, protect, defend, and indemnify City and its, officials (appointed and elected), directors, employees, agents, contractors, volunteer, and representatives and the heirs, personal representatives, successors and assigns of each of them ( each a "City Indemnified Party" and, collectively, "City's Indemnified Parties") from and against any and all liabilities, penalties, costs, losses, damages, expenses (including, without limitation, reasonable attorneys' fees and experts' fees), causes of action, claims, demands, orders, liens or judgments (each a "Claim" and, collectively, "Claims"), arising from or in any way connected with: injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property, regardless of cause, except that this indemnification shall be inapplicable to Declarant's Indemnified Parties with respect to any Claim due solely to the gross negligence of Declarant or any of its employees. If any action or proceeding is brought against any of Declarant's Indemnified Parties by reason of any such Claim, Declarant shall, at the election of and upon written notice from any of the Declarant Indemnified Parties defend such action or proceeding with counsel reasonably acceptable to the Declarant Indemnified Party, or reimburse the party for all charges incurred for services, including attorneys' fees, in defending the action or proceeding. 15. Amendment. Declarant may amend this Restrictive Covenant only after written concurrence by City, CDFW, and USFWS. Any such amendment shall be consistent with the Purpose of this Restrictive Covenant and shall not affect its perpetual duration. Declarant shall record any amendments to this Restrictive Covenant approved by City, CDFW, and USFWS in the official records of San Diego County, California, and shall provide a copy of the recorded document to City, CDFW, and USFWS. 16. Recordation. Declarant, its successor or assign shall promptly record this instrument in the official records of San Diego County, California, and provide a copy of the recorded document to City, CDFW, and USFWS. 13 CA 09/24/2013 Assessor's Pa.reel Number: 212-272-07-00 Project Numbers: GPA I 5-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Project Name: Ocean View Point 17. Assignment and Subsequent Transfers. (a) Declarant agrees to incorporate the terms of this Restrictive Covenant in any deed or other legal instrument by which Declarant divests itself of any interest in all or a portion of the Restricted Property. Declarant, its successor or assign agrees to (i) incorporate by reference to the title of and the recording information for this Restrictive Covenant in any deed or other legal instrument by which each divests itself of any interest in all or a portion of the Restricted Property, including, without limitation, a leasehold interest and (ii) give actual notice to any such transferee or lessee of the existence of this Restrictive Covenant. Declarant, its successor or assign agrees to give written notice to City, CDFW, and USFWS of the intent to transfer any interest at least thirty (30) days prior to the date of such transfer. Any subsequent transferee shall be deemed to have assumed the obligations of this Restrictive Covenant and to have accepted the restrictions contained herein. The failure of Declarant, its successor or assign to perform any act provided in this Section shall not impair the validity of this Restrictive Covenant or limit its enforceability in any way. (b) From and after the date of any transfer of all or any portion of the Restricted Property by Declarant and each transfer thereafter, (i) the transferee shall be deemed to have assumed all of the obligations of Declarant as to the portion transferred, as set forth in this Restrictive Covenant, (ii) the transferee shall be deemed to have accepted the restrictions contained herein as to the portion transferred, (iii) the transferor, as applicable, shall have no further obligations hereunder except for the obligations set forth above in this paragraph and pursuant to Section 24, and (iv) all references to Declarant in this Restrictive Covenant shall thereafter be deemed to refer to such transferee. 18. Notices. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and be served personally or sent by first class mail, postage prepaid, addressed as follows: To Declarant: To: RREG Investments Series LLC Series l045, a Delaware limited liability company 5315 A venida Encinas Suite 200 Carlsbad, CA 92008 City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 California Dept. of Fish and Wildlife, Region 5 3883 Ruffin Road San Diego, CA 92123 US Fish and Wildlife Service 2177 Salle Avenue, Suite 250 Carlsbad, CA 92008 14 CA 09/24/2013 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point or to such other address as either party shall designate by written notice to the other. Notice shall be deemed effective upon delivery in the case of personal delivery or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail. 19. Controlling Law and Venue. The laws of the United States and the State of California shall govern the interpretation and performance of this Restrictive Covenant. Any action at law or in equity brought by the parties for the purpose of enforcing a right or rights provided for by this Restrictive Covenant will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 20. Liberal Constructiol'l. Any general rule of construction to the contrary notwithstanding, this Restrictive Covenant shall be liberally construed in favor of the deed to effect the purpose of this Restrictive Covenant and the policy and purpose California Civil Code Section 815, et seq. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purposes of this Restrictive Covenant that would render the provision valid shall be favored over any interpretation that would render it invalid. 21. Severabili,!l'... If a court of competent jurisdiction voids or invalidates on its face any provision of this Restrictive Covenant, such action shall not affect the remainder of this Restrictive Covenant. If a court of competent jurisdiction voids or invalidates the application of any provision of this Restrictive Covenant to a person or circumstance, such action shall not affect the application of the provision to other persons or circumstances. 22. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Declarant's title in any respect. 23. Successors. The covenants, terms, conditions, and restrictions of this Restrictive Covenant shall be binding upon, and inure to the benefit of, the parties hereto and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running in perpetuity with the Restricted Property. 24. Termination of Rights and Obligations. A party's rights and obligations under this Restrictive Covenant terminate upon transfer of the party's interest in the Restrictive Covenant or Restricted Property, except that liability for acts or omissions occurring prior to transfer shall survive transfer. 25. CaQtions. 15 CA 09/24/20 I 3 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Project Name: Ocean View Point The captions in this instrument have been inserted solely for convenience of reference and are not a part of this instrument and shall have no effect upon construction or interpretation. 26. City, CDFW, and USFWS Benefited Parties Except for Section 23 , the terms of this Restrictive Covenant are for the benefit of the City, CDFW, and USFWS only and are not for the benefit of any other parties. IN WITNESS WHEREOF Declarant has executed this Restrictive Covenant the day and year first above written. . VO .-r .... lf\Vt'.s\-'(v,,..~~ &.en<s LvC-~I t'5 To4> "Declaran~t" f't--c:-'C..\ -1- By: --~"-+-------------- Name: Gmea::a~ C::Si. ClC\.',..,... Title: ~,-"-'C,:p..,\ ·')_l By:__(____nL------ Name: v Co:!+ C badu'.)iC~ Title Ci~tl-VJOf!f .C Date: l Ze, APPROVED AS TO FORM: CINDIE MCMAHON, City Attorney ~~ 16 CA 09/24/2013 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 dOCUl'!lent._ --------- State of California County of San Diego On I) 7 j z '-\ I "Z.D z 3 bet ore me, Connor Knack, Notary Public {7--"' (insert name and title of the officer) personally appeared ~€ ron S \-. C.. \~, r who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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. •••••••• CONNOR KNACK f Notary Public • Ca llfornia ( San Oifio County > Commission # 2361885 - 1y Comm. ExpirM Jun 19, 2025 Signature-----==-------(Seal) Assessor's Parcel Number:'.! 12-272-07-00 Projecl Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Projecl Name: Ocean View Point EXHIBIT A -LEGAL DESCRIPTION 17 CA 02/04/13 EXHI_BlT A-LEGAL DESCRIPTION THAT PORTION OF LOTS 2 AND 7, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16265, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 27, 2018; BEING DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 7; THENCE ALONG THE EASTERLY LINE OF SAID LOT SOUTH 10°25'22" EAST (NORTH 10°25'22" WEST RECORD PER MAP 16265) 761.52 FEET TO THE SOUTHEAST CORNER OF SAID LOT; THENCE ALONG THE SOUTHERLY LINE OF SAID LOT NORTH 86°50'51" WEST 1378.67 FEET TO THE SOUTHWEST CORNER OF SAID LOT; THENCE ALONG THE WESTERLY LINE OF SAID LOT NORTH 03°08'35" EAST 740.07 FEET TO THE NORTHWEST CORNER OF SAID LOT; THENCE ALONG THE NORTHERLY LINE OF SAID LOT SOUTH 86°51'21" EAST 391.45 FEET TO THE WESTERLY RIGHT OF WAY OF TWAIN AVENUE AND THE BEGINNING OF A NON-TANGENT 50.00 FOOT RADIUS CURVE, CONCAVE EASTERLY; (A RADIAL FROM SAID POINT BEARS SOUTH 87°03'39" EAST); THENCE ALONG SAID WESTERLY LINE SOUTHERLY 12.12 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 13°53'34" 1 (A RADIAL TO WHICH POINT BEARS SOUTH 79°02'47" WEST); THENCE NORTH 86°51'21" WEST 92.65 FEET; THENCE SOUTH 78°36'21" WEST 35.48 FEET; THENCE SOUTH 49°23'27" WEST 51.61 FEET; THENCE SOUTH 87°22'32" WEST 23.46 FEET TO THE BEGINNING OF A NON-TANGENT 45.00 FOOT RADIUS CURVE, CONCAVE EASTERLY (A RADIAL FROM SAID POINT BEARS SOUTH 36°58'54" EAST); THENCE SOUTHERLY 63.57 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 80°56'24", (A RADIAL TO WHICH POINT BEARS SOUTH 62°04'42" WEST); THENCE NON-TANGENT SOUTH 42°29'40" EAST 25.13 FEET; THENCE SOUTH 14°37'20" EAST 21.78 FEET; THENCE SOUTH 15°25'50" WEST 16.54 FEET; THENCE SOUTH 01°56'41" EAST 68.83 FEET; THENCE SOUTH 61°33'08" EAST 86.99 FEET; THENCE SOUTH 11°23'28" EAST 157.24 FEET; THENCE SOUTH 63°39'21" EAST 68.27 FEET; THENCE NORTH 69°41'01" EAST 25.60 FEET; THENCE SOUTH 86°13'30" EAST 35.12 FEET; THENCE SOUTH 59°30'41" EAST 34.69 FEET; THENCE SOUTH 87°19'06" EAST 95.38 FEET; THENCE SOUTH 78°29'01" EAST 78.64 FEET; THENCE NORTH 29°26'11" EAST 82.44 FEET; THENCE SOUTH 69°30'52" EAST 42.84 FEET; THENCE NORTH 71°42'10" EAST 29.13 FEET; THENCE NORTH 44°46'30" EAST95.63 FEET TO THE BEGINNING OF A TANGENT 85.00 FOOT RADIUS CURVE, CONCAVE WESTERLY; THENCE NORTHERLY 100.66 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 67°51'00"; THENCE TANGENT NORTH 23°04'30" WEST 114.76 FEET; THENCE NORTH 50°30'55" WEST 90.29 FEET; THENCE NORTH 31°06'38" WEST 95.54 FEET TO THE SAID NORTHERLY LINE OF LOT 7; THENCE ALONG SAID NORTHERLY LINE SOUTH 86°51'21" EAST 530.02 FEET TO THE POINT OF BEGINNING. CONTAINING 720,629 SQUARE FEET (16.543 ACRES). . MELLO ~u~{i{~ \'%\. S 8537 7·23 ~~ , · -Zo--i.z. rr ,. GARY D. MELLOM PLS 8537 DATE Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HDP 15-03/ HMP 15-05 Project Name: Ocean View Point EXHIBIT B_ -PLAT MAP 18 CA 02/04/13 EXHIBIT "B" -.f'-_S86°5t'.21 "E 391.45' '"--.J S36°58'54"E(R) 62°04 '42"W(R) 1 l1 PLAT ,,,--S87°03'39"E(R) s79•02•4rw(R) .- 5r------- LINE TABLE ------ L 1 -N 86°51 '21 " W 92.65' L2 -S 78°36'21" W 35.48' L3 -S 49°23'27" W 51 .61' L4 - S 87°22'32" W 23.46' LS - S 42°29'40" E 25.13' L6 -S 14°37'20" E 21.78' L7 -S 15°25'50" W 16.54' L8 -S 01°56'41" E 68.83' L9 - S 61 °33'08" E 86.99' L 10 -S 11 °23'28" E 157.24' L 11 -S 63°39'21" E 68.27' L 12 -N 69°41'01" E 25.60' L 13-S 86°13'30" E 35.12' l15 L 14 - S 59°30'41" E 34.69' L 15 -S 87°19'06" E 95.38' L 16 -S 78°29'01" E 78.64' L 17 - N 29°26'11" E 82.44' L 18 -S 69°30'52" E 42.84' L19-N71°42'10"E 29.13' L20 - N 44°46'30" E 95.63' L21 -N 23°04'30" W 114.76' L22 -N 50°30'55" W 90.29' L23 -N 31°06'38" W ·95,54• PASCO LARET SUITER SCALE= 1" = 100' & ASSOC~ATIES San Diego I Encinitas I Orange County Phone 858.259.82121 www.plsaengtneerlng.com PLSA 3657 "' 5 3 CURVE TABLE sas·s1·21"E s30.02· ---J'-. 4 ~~ l(f~" ir.'.b) 7 C1 -L=12.12' R=S0.00' 0=13°53'34" C2 -L=63.57' R=45.00' 0=80°56'24" C3 -L=100.66' R=85.00' 0=67°51'00" +· CONSERVATION EASEMENT SHEET 2 OF 2 Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point EXHIBIT C -TITLE INSURANCE POLICY 19 CA 02/04/13 ~F N T G ~ CIIJCAUOTITLE _ _ _ _ 0 Fidelity N■tlo■al 'ntle' (I Common~tt, BUILDER SERVICES ISSUING OFFICE: 2365 Northside Drive, Suite 600, San Diego, CA 92108 November 10, 2021 RREG Investments Series, LLC Series 1045 5315 Avenida Encinas, Suite 200 Carlsbad, CA 92008 Attn: Cameron St. Clair Property Address: Ocean View-Carlsbad, Carlsbad, CA Order No.: 00139818-004-RL 1- CF2 Seller: Buyer: Ocean View -Carlsbad, LLC, a California limited liability company RREG Investments Series LLC Series 1045, a Delaware limited liability company We appreciate this opportunity to serve you. Enclosed please find your Policy of Title Insurance. Please call us immediately if you have any questions or concerns. Sincerely, Chicago Title Company Escrow Contact: Marshall-Lamphiere (619) 233-3000 MARSHALLUNIT@CTT.COM Title Contact: Ken Cyr & Mark Franklin (619) 521-3673 TeamCyrFran klin@ctt.com @. Chicago Tifle Insurance Company POLICY NO.: CA-FBSC-IMP-72306-1-21-00139818 OWNER')S POLtCY OF TlTLE. INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed , recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) 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. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 72306 AL TA Owner's Policy of Title Insurance (6/17 /06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. AMl!KIC"-N LANDITTU ~kl<;:Wk.ll'li ~ Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees , and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Chicago Title Insurance Company Cou~~----- By: _.w..Cf _ ___c_ _____ _ Authorized Signature 72306 AL TA Owner's Policy of Title Insurance (6/1 7/06) -~--- • By, ~:-Proaknt AITRST';,r. ~~ ~i.:ZNem,u,. Corporate Secretary Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. A"4fUC.:AN ~ A)l()(UJIOl<I ~ Order No.: 00139818-004-Rl1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1 (a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered. assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8{b), or decreased by Sections 1 O and 11 of these Conditions. (b) "Date of Policy": The date designated as 'Date of Policy' in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured': The Insured named In Schedule A. (i) The term 'Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity: (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly- owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the CONDITIONS named Insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B). (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant': An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest. estate. or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed. or other security instrument. including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of Imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), 'Public Records" shall also 72306 ALTA Owner's Policy of Title Insurance (6/17/06) Include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located 0) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Trtle affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Trtle or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (Iii) if the Title, as Insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land AMlltl<.:AN ~ ASSOC1A1'W"' Title Association. ~ Order No.: 00139818-004-RL 1-CF2 notice, the Company's liability to the Insured proceeding, or effecting settlement, and (ii) in Claimant under the policy shall be reduced to any other lawful act that in the opinion of the the extent of the prejudice. Company may be necessary or desirable to 4. PROOF OF LOSS establish the Title or any other matter as In the event the Company is unable to insured. If the Company is prejudiced by the determine the amount of loss or damage, the failure of the Insured to furnish the required Company may, at its option, require as a cooperation, the Company's obligations to the condition of payment that the Insured Claimant Insured under the policy shall terminate, furnish a signed proof of loss. The proof of loss Including any liability or obligation to defend, must describe the defect, lien, encumbrance, or prosecute, or continue any litigation, with regard other matter insured against by this policy that to the matter or matters requiring such constitutes the basis of loss or damage and shall cooperation. state, to the extent possible, the basis of (b) The Company may reasonably require calculating the amount of the loss or damage. the Insured Claimant to submit to examination 5. DEFENSE ANO PROSECUTION OF under oath by any authorized representative of ACTIONS the Company and to produce for examination, (a) Upon written request by the Insured, inspection, and copying, at such reasonable and subject to the options contained in Section 7 times and places as may be designated by the of these Conditions, the Company, at its own authorized representative of the Company, all cost and without unreasonable delay, shall records, in whatever medium maintained, provide for the defense of an Insured in litigation including books, ledgers, checks, memoranda, in which any third party asserts a claim covered correspondence, reports, e-mails, disks, tapes, by this policy adverse to the Insured. This and videos whether bearing a date before or obligation is limited to only those stated causes after Date of Policy, that reasonably pertain to of action alleging matters insured against by this the loss or damage. Further, if requested by any policy. The Company shall have the right to authorized representative of the Company, the select counsel of its choice (subject to the right Insured Claimant shall grant its permission, in of the Insured to object for reasonable cause) to writing, for any authorized representative of the represent the Insured as to those stated causes Company to examine, inspect, and copy all of of action. It shall not be liable for and will not pay these records in the custody or control of a third the fees of any other counsel. The Company will party that reasonably pertain to the loss or not pay any fees, costs, or expenses incurred by damage. All information designated as the Insured in the defense of those causes of confidential by the Insured Claimant provided to action that allege matters not insured against by the Company pursuant to this Section shall not this policy. be disclosed to others unless, in the reasonable (b) The Company shall have the right, in judgment of the Company, ii is necessary in the addition to the options contained in Section 7 of administration of the claim. Failure of the these Conditions, at its own cost, to institute and Insured Claimant to submit for examination prosecute any action or proceeding or to do any under oath, produce any reasonably requested other act that in its opinion may be necessary or information, or grant permission to secure desirable to establish the Title, as insured, or to reasonably necessary Information from third prevent or reduce loss or damage to the parties as required in this subsection, unless Insured. The Company may take any prohibited by law or governmental regulation, appropriate action under the terms of this policy, shall terminate any liability of the Company whether or not it shall be liable to the Insured. under this policy as to that claim. The exercise of these rights shall not be an 7. OPTIONS TO PAY OR OTHERWISE admission of liability or waiver of any provision SETTLE CLAIMS; TERMINATION OF of this policy. If the Company exercises its rights LIABILITY under this subsection, it must do so diligently. In case of a claim under this policy, the (c) Whenever the Company brings an Company shall have the following additional action or asserts a defense as required or options: permitted by this policy, the Company may (a) To Pay or Tender Payment of the pursue the litigation to a final determination by a Amount of Insurance. court of competent jurisdiction. and it expressly To pay or tender payment of the Amount of reserves the right, in its sole discretion, to Insurance under this policy together with any appeal from any adverse judgment or order. costs, attorneys' fees, and expenses Incurred by 6. DUTY OF INSURED CLAIMANT TO the Insured Claimant that were authorized by the COOPERATE Company up to the time of payment or tender of (a) In all cases where this policy permits payment and that the Company is obligated to or requires the Company to prosecute or provide pay. for the defense of any action or proceeding and Upon the exercise by the Company of this any appeals, the Insured shall secure to the option, all liability and obligations of the Company the right to so prosecute or provide Company to the Insured under this policy, other defense in the action or proceeding, including than to make the payment required in this the right to use, at Its option. the name of the subsection, shall terminate. including any liability Insured for this purpose. Whenever requested or obligation to defend, prosecute, or continue by the Company, the Insured, at the Company's any litigation. expense, shall give the Company all reasonable (b) To Pay or Otherwise Settle With aid (i) In securing evidence, obtaining witnesses, Parties Other Than the Insured or With the prosecuting or defending the action or Insured Claimant. 72306 ALTA Owner's Policy ofTitle Insurance (6/17/06) Policy No.: CA-FBSC-IMP-72306-1-21-00139818 (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay: or (Ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company Is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute. or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceedthelesserof (i) the Amount of Insurance: or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. A"4lRICAN w«>Tini ..uSOCIArw"' ~ Order No.: 00139818-004-RL 1-CF2 jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception Is taken In Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed In accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies In respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance. or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. 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 in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbltrable matters when the Amount of Insurance Is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is In excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In Interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. 72306 ALTA Owner's Policy of Title Insurance (6/17/06) Policy No : CA-FBSC-IMP-72306-1-21-00139818 (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (Iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land Is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply Its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Chicago Title Insurance Company, Attn: Claims Department. Post Office Box 45023, Jacksonville, Florida 32232-5023. Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. A,lr,(Utlt,;AN LANDTini .UWC;.Wl(JJ,; ~ Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306·1-21-00139818 Chicago Title Insurance Company SCHEDULE A Name and Address of Title Insurance Company: Chicago Title Company, 2365 Northside Drive, Suite 600, San Diego, CA 92108 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 Order No.: 00139818-004-RL 1-CF2 Address Reference: Ocean View-Carlsbad, Carlsbad, CA Amount of Insurance: $5,775,000.00 Premium: $4,909.00 Date of Policy: November 2, 2021 at 3:01 pm 1. Name of Insured: RREG Investments Series LLC Series 1045, a Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: A FEE 3. Title is vested in: RREG Investments Series LLC Series 1045, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof. THIS POLICY VALID ONLY IF SCHEDULE BIS ATTACHED 72306 ALTA Owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. Ail other uses are prohibited. Reprinted under license from the American Land Title Association. Pait 1 AMUI.ICAM ~ 1,.))0(:WMJ,.. ~ Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 EXHIBIT A LEGAL DESCRIPTION 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: LOTS 1 THROUGH 7, INCLUSIVE, OF CITY OF CARLSBAD TRACT NO. CT 02-06, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 16265, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, APRIL 27, 2018. APN: 212-272-01 THRU -07 72306 AL TA Owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. Ali rights reserved. The use of this Form is restricted to AL TA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Pajt 2 AMUICAN ~ .uiot.LAnu,. -f;- Order No.: 00139818-004-RL1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: A. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: 212-272-01-00 2021-2022 $2,809.25, paid $2,809.25, unpaid (Delinquent after April 10) $290.92 $0.00 09155 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: Penalty and Cost: Homeowners Exemption: Code Area: 212-272-02-00 2021-2022 $2,704.57, paid $2,704.57, unpaid (Delinquent after April 10) $280.45 $0.00 09155 C. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment: Penalty and Cost Homeowners Exemption: Code Area: 212-272-03-00 2021-2022 $2,701 .88, paid $2,701 .88, unpaid (Delinquent after April 10) $280.18 $0.00 09155 D. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: 2nd Installment Penalty and Cost: Homeowners Exemption: Code Area: 212-272-04-00 2021-2022 $2,380.07, paid $2,380.07, unpaid (Delinquent after April 10) $248.00 $0.00 09155 72306 AL TA Owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Paje3 AMtlll(;.A.N LAND TITU .u,o<;~rt(.),t -f;'- Order No : 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 SCHEDULE 8 (Continued) E. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: Fiscal Year: 1st Installment: Penalty: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: 212-272-05-00 2021-2022 $2,379.75, paid $237.97 $2,379.75, unpaid (Delinquent after April 10) $247.97 $0.00 09155 Note: Lots 6 and 7 not assessed. F. The herein described property lies within the boundaries of a Mello-Roos Community Facilities District (CFO) as follows: CFO No: For: Disclosed by: Recording Date: Recording No.: 1 Public Capital Facilities Notice of Special Tax Lien May 20, 1991 1991-0236959 of Official Records This property, along with all other parcels in the CFO, is liable for an annual special tax. This special tax is included with and payable with the general property taxes of the City of Carlsbad, County of San Diego. The tax may not be prepaid. G. 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. 1. Matters contained in that certain document Entitled: Executed by: Recording Date: Recording No: Agreement Regarding Water Pipe lines W.O. Cannon, Paul Ecke, Magdalena Ecke, Irwin Kelly, Dorothy Kelly and Lavinia I .. Kelly March 20, 1956 Book 6024, page 418 of Official Records Reference is hereby made to said document for full particulars. 2. 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: J. Blair Pace, S.L. Kelly and Title Insurance and Trust Company Road and utility purposes October 3, 1963 177051 of Official Records Said land The exact location and extent of said easement is not disclosed of record. 72306 AL TA owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Paje4 "MLIUCAN ~ .UKKIATIU>' ~ Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 SCHEDULE B (Continued) 3. Matters contained in that certain document Entitled: Agreement and Mutual Easement Deed Executed by: Recording Date: Howard G. Kirgis, Ida 8. Kirgis and Title Insurance and Trust Company, et al March 26 , 1964 Recording No: 55458 of Official Records Reference is hereby made to said document for full particulars. The exact location and extent of said easement is not disclosed of record. 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: Agraria Investment Corporation, et al Water supply pipeline and public utilities and incidental purposes October 18, 1965 189244 of Official Records Said land The exact location and extent of said easement is not disclosed of record. 5. Matters contained in that certain document Entitled: Agreement Between Developer and City of Carlsbad for the Payment of Public Facilities Fee Recording Date: May 2, 1984 Recording No: 84-162084 of Official Records Reference is hereby made to said document for full particulars. 6. Intentionally omitted. 7. Intentionally omitted. 8. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tracUplat; Purpose: General utility and access purposes Affects: Lots 3, 4, 5 and 6 as shown on Map No. 16265 Purpose: Open space purposes Affects: Lot 7 as shown on Map No. 16265 9. Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tracUplat; Purpose: Private drainage purposes over Lot 2 for the benefit of Lot 6 as shown on Map No. 16265 10. Provisions, herein recited, of the dedication statement on the Map of: Tract No. 16265 72306 ALTA Owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members In good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Pajt 5 AMlM.1<.:AN LMiDiiill .uSOCIAno11 -f;- Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 Provisions: Affects: 11. A Notice Entitled: Recording Date: Recording No: SCHEDULE B (Continued) Irrevocable offer for dedication of an easement for trail purposes Lot 7 as shown on Map No. 16265 Notice of Restriction on Real Property March 2, 2018 2018-0083766 of Official Records Reference is hereby made to said document for full particulars. 12. A Notice Entitled: Recording Date: Recording No: Notice and Waiver Concerning Aircraft Environmental Impacts Case No. CT 02-06 March 2, 2018 2018-0083768 of Official Records Reference is hereby made to said document for full particulars. 13. Matters contained in that certain document Entitled: Recording Date: Recording No: Hold Harmless Agreement Geological Failure March 7, 2018 2018-0089151 of Official Records Reference is hereby made to said document for full particulars. 14. Matters contained in that certain document Entitled: Recording Date: Recording No: Hold Harmless Agreement Drainage March 7, 2018 2018-0089152 of Official Records Reference is hereby made to said document for full particulars. 15. Matters contained in that certain document Entitled: Recording Date: Recording No: Notice of Restriction on Real Property March 23, 2018 2018-0116334 of Official Records Reference is hereby made to said document for full particulars. 16. Water rights, claims or title to water, whether or not disclosed by the public records. 17. 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. 18. Intentionally omitted. 72306 AL TA Owner's Policy ofTitle Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Paae 6 AMllll<.:AN LANOTiru .USOC:l,\TIOff ~ Order No.: 00139818-004-RL 1-CF2 Policy No.: CA-FBSC-IMP-72306-1-21-00139818 19. A Notice Entitled: Executed by: Recording Date: Recording No: SCHEDULE B (Continued) Notice of Restriction on Real Property Gayl Hynek, and the City of Carlsbad December 2, 2020 2020-0769411 of Official Records Reference is hereby made to said document for full particulars. 20. Intentionally omitted. 21 . A deed of trust to secure an indebtedness in the amount shown below, Amount: Dated: $3,450,000.00 October 22, 2021 Trustor/Grantor RREG INVESTMENTS SERIES LC, SERIES 1045, a Delaware limited liability company Trustee: Beneficiary: Loan No.: Recording Date: Recording No: MTC Financial Inc. DBA Trustee Corps First Foundation Bank 50002100 November 2, 2021 2021-0762974 of Official Records 72306 ALTA Owner's Policy of Title Insurance (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AL TA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Paie 7 A-,,lKf(;AN LAN_!? TITLE AlJOtlAflU" ~ Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA 15-02/ ZC 15-03/ LCPA 15-05/ CT 15-07/ PUD 15-15/ CDP 15-53/ HOP 15-03/ HMP 15-05 Project Name: Ocean View Point EXHIBIT D -EASEMENT PLOT EXHIBIT 20 CA 02/04/13 EXHIBIT "D" RESTRICTED PROPERTY --~ t J \ ~ -.../4 y < /.- !_ PL --7 /, / /1/ I r ,::RTRNL ESMTPER f MAP 16265 I I LOT l (OPEN SPACE) PL LOT1 LOTZ LOT l (OPEN SPACE) LOT7 (OPEN SPACE) PUB.STREET AND UTIL ESMT PER MAP 16265 \ \ \ \ \~ \ \ -y-- - - - - -J - - PL PL No. 80356 :p. 12/31 / PLAN VIEW -RESTRICTED PROPERTY SCALE: 1" = 200' HORIZONTAL SCALE: 1''=200' --~· ----200 0 200 PASCO LAREY SUITER & ASSOC~ATES San OM¥) I Encinitas I Oranee County Phone 858.259.82121 www.plsaenglneerlng.com Assessor's Parcel Number: 212-272-07-00 Project Numbers: GPA I 5-02/ ZC 15-03/ LCPA I 5-05/ CT 15-07/ PUD 15-15/ CDP I 5-53/ HOP 15-03/ HMP I 5-05 Project Name: Ocean View Point EXHIBIT E -MITIGATIQN_pLAN 21 CA 02/04/13 FINAL Conceptual Restoration Plan Ocean View Pointe Project JULY2023 Prepared for: RINCON HOMES 5315 Avenida Encinas, Suite 200 Carlsbad, California 92008 Contact: Cameron St. Clair DUDEK.COM Prepared by: DUDEK 605 Third Street Encinitas, California 92024 Contact: Lindsy Mobley Printed on 30% post-consumer recycled material. Table of Contents SECTION PAGE NO. Acronyms and Abbreviations ............................................................................................................................................ iii 1 Introduction .......................................................................................................................................................... 1 1.1 Project Location ...................................................................................................................................... 2 1.2 Regulatory Context ................................................................................................................................. 2 1.3 Project Impacts and Mitigation .............................................................................................................. 3 1.3.1 Restoration Goals and Objectives ............................................................................................ 3 1.3.2 Proposed Mitigation .................................................................................................................. 4 2 Existing Conditions ............................................................................................................................................... 5 2.1 Ocean View Pointe .................................................................................................................................. 5 2.1.1 Vegetation ................................................................................................................................. 5 2.1.2 Soils ........................................................................................................................................... 7 2.1.3 Special-Status Plants ................................................................................................................ 7 2.1.4 Special-Status Wildlife .............................................................................................................. 8 2.2 Emerald Pointe ...................................................................................................................................... 8 2.2.1 Vegetation ................................................................................................................................. 8 2.2.2 Soils ........................................................................................................................................... 9 2.3 Quarry Creek ........................................................................................................................................... 9 2.3.1 Vegetation ................................................................................................................................. 9 2.3.2 Soils ........................................................................................................................................ 10 3 Restoration Work Plan ...................................................................................................................................... 11 3.1 Project Implementation Personnel ..................................................................................................... 11 3.1.1 Permittee/Project Manager .................................................................................................. 11 3.1.2 Project Biologist ..................................................................................................................... 11 3.1.3 Restoration Contractor .......................................................................................................... 12 3.2 Project Schedule .................................................................................................................................. 12 3.3 Implementation Plan ........................................................................................................................... 13 3.3.1 Site Preparation at Ocean View Pointe ................................................................................. 13 3.3.2 Erosion Control ....................................................................................................................... 14 3.3.3 Initial Weed Control ............................................................................................................... 14 3.3.4 Irrigation System Installation ................................................................................................ 15 3.3.5 Fencing and Barriers ............................................................................................................. 16 3.3.6 Recommended Plant Palettes and Seed Mixes ................................................................... 16 4 Maintenance Program ...................................................................................................................................... 23 4.1 Maintenance Schedule ....................................................................................................................... 23 4.2 Non-Native and Invasive Species Removal and Pest Management ............................................... 24 DUDEK 13685 JULY 2023 OCEAN VIEW POINTE PROJECT/ CONCEPTUAL RESTORATION PLAN 4.3 Pest Management ............................................................................................................................... 25 4.4 Irrigation Maintenance ........................................................................................................................ 26 4.5 Trash and Debris Removal.. ................................................................................................................ 26 4.6 General Site Maintenance .................................................................................................................. 27 5 Monitoring Program .......................................................................................................................................... 29 5.1 Monitoring Methods ............................................................................................................................ 29 5.1.1 Qualitative Monitoring ........................................................................................................... 29 5.1.2 Quantitative Monitoring ......................................................................................................... 29 5.2 Performance Standards ...................................................................................................................... 31 5.3 Annual Monitoring Reports ................................................................................................................. 32 6 Project Completion ............................................................................................................................................ 33 6.1 Notification of Completion .................................................................................................................. 33 6.2 Agency Confirmation ........................................................................................................................... 33 6.3 Contingency Measures ........................................................................................................................ 33 6.4 Adaptive Management Plan ................................................................................................................ 33 6.5 Long-Term Site Protection and Management.. .................................................................................. 34 7 References ........................................................................................................................................................ 35 TABLES 1 Ocean View Pointe Impacts and Proposed Mitigation ...................................................................................... .4 2 Vegetation and Land Covers at Ocean View Pointe Preserve ........................................................................... 5 3 Vegetation Communities and Land Covers at Emerald Pointe Preserve .......................................................... 8 4 Vegetation Comm unities and Land Covers at Quarry Creek ............................................................................. 9 5 Preliminary Mitigation Implementation Schedule ........................................................................................... 13 6 Ocean View Pointe Diegan Coasta l Sage Scrub Creation and Restoration Plant Palette (0.89 acres) ....... 17 7 Emerald Pointe Diegan Coastal Sage Scrub Creation and Plant Palette (0.87 acres) ................................ 18 8 Quarry Creek Diegan Coastal Sage Scrub Creation and Plant Palette (6.50 acres) .................................... 19 9 Performance Standards for Creation and Restoration Mitigation Areas ....................................................... 31 FIGURES 1 Project Location ................................................................................................................................................ 3 7 2 Regulatory Context ............................................................................................................................................ 39 3a Biological Resource Impacts and Existing Conditions ................................................................................... 41 3b Biological Resource Impacts and Existing Conditions .................................................................................... 43 3c Biological Resource Impacts and Existing Conditions .................................................................................... 45 4a Mitigation Plan .................................................................................................................................................. 4 7 4b Mitigation Plan .................................................................................................................................................. 49 4c Mitigation Plan .................................................................................................................................................. 51 DUDEK 13685 JULY 2023 ii Acronyms and Abbreviations Acronym/ Abbreviation Carlsbad HMP CCC CEQA City Emerald Pointe LFMZ MHCP Applicant PEP Plan PMP Project Quarry Creek Creation SDHC Wildlife Agencies DUDEK Definition Carlsbad Habitat Management Plan California Coastal Commission California Environmental Quality Act City of Carlsbad Emerald Pointe Open Space Preserve Local Facilities Management Zone Multiple Habitat Conservation Program Rincon Homes 12O-day plant establishment period Habitat Restoration Plan Preserve Management Plan Ocean View Pointe Project Quarry Creek Preserve habitat creation/substantial restoration San Diego Habitat Conservancy California Department of Fish and Wildlife and U.S. Fish and Wildlife Service 13685 JULY 2023 iii OCEAN VIEW POINTE PROJECT/ CONCEPTUAL RESTORATION PLAN INTENTIONALLY LEFT BLANK DUDEK 13685 JULY 2023 iv 1 Introduction This Habitat Restoration Plan (Plan) outlines the restoration strategy for the Ocean View Pointe Project (Project) to fulfill the mitigation requirements identified in the Mitigated Negative Declaration approved by the City of Carlsbad (City) on June 19, 2019. This Plan has been developed in accordance with the California Coastal Act, City of Carlsbad Habitat Management Plan (Carlsbad HMP), U.S. Endangered Species Act, California Endangered Species Act, and California Environmental Quality Act (CEQA). As a result of impacts to Diegan coastal sage scrub and the Project's location in the Coastal Zone, mitigation in the form of habitat restoration is required. The Project is located within the City of Carlsbad in northwestern San Diego County. The Carlsbad HMP serves as the City's Subarea Plan under the North County Multiple Habitat Conservation Program (MHCP) (City of Carlsbad 2004). In order to fulfill the requirement for 2:1 mitigation (including at least 1:1 creation or substantial restoration) for impacts to Diegan coastal sage scrub resulting from the Project, a combination of on-site (Ocean View Pointe) and off- site (Emerald Pointe Preserve [Emerald Pointe] and Quarry Creek Preserve [Quarry Creek]) restoration is proposed. Restoration would be completed in substantial conformance with the Carlsbad HMP and current City guidelines for habitat restoration and long-term preserve management, and in coordination with the City, California Coastal Commission (CCC), the U.S. Fish and Wildlife Service and California Department of Fish and Wildlife (collectively referred to as Wildlife Agencies). The Project includes the creation of a 15-lot subdivision with 13 single-family residential lots (each at a minimum of 8,000 square feet), one private street lot, one water quality basin lot, and one Carlsbad HMP open space lot. Of the 21.87-acre property, the total development disturbance area is 4.58 acres, including 4.13 acres of Diegan coastal sage scrub impacts (3.99 acres of Diegan coastal sage scrub and 0.14 acres of disturbed Diegan coastal sage scrub). Project-related impacts that did not feature native habitat are not subject to native habitat restoration, pursuant to the Carlsbad HMP, and are not addressed in this Plan. Diegan coastal sage scrub is considered an Environmentally Sensitive Habitat Area by the California Coastal Act (Section 30107.5). Per the Carlsbad HMP, mitigation at a 2:1 ratio, including no net loss of habitat, is required for Diegan coastal sage scrub that is permanently impacted as a result of Project activities (City of Carlsbad 2019). In order to fulfill the requirement, both on-site and off-site mitigation is proposed through a combination of creation/substantial restoration (creation) and restoration. Mitigation is proposed to occur on site within the Ocean View Pointe site and off site at Emerald Pointe and Quarry Creek. This Plan provides an outline of methodologies associated with native habitat restoration for the three mitigation areas, (one on-site mitigation area and two off-site areas). Rincon Homes is the Applicant and current owner of the Ocean View Pointe Property. The San Diego Habitat Conservancy (SDHC) is the land manager of Emerald Pointe and Quarry Creek. Preserve Management Plans (PMPs), as well as a Restrictive Covenant., have already been secured for the Emerald Pointe and Quarry Creek mitigation sites as a result of their ongoing tenure and management. Pursuant to the HMP, the following requirements will be met for the Ocean View Pointe open space lot prior to City issuance of a grading permit: recorded restrictive covenant, approved preserve management plan, and agreement with a qualified land manager. This Plan details existing site conditions, restoration implementation/installation, the 5-year maintenance and monitoring program, and project completion for the three mitigation areas. DUDEK 13685 JULY 2023 OCEAN VIEW POINTE PROJECT/ CONCEPTUAL RESTORATION PLAN The remainder of this document may be requested from City of Carlsbad DUDEK 13685 JULY 2023