HomeMy WebLinkAbout2010/02/02 Item 3
CITY COUNCIL
AGENDA STATEMENT
..~\r;
;$ ~ CITY OF
~~ (HULA VISTA
2/2/10, Iteml
JBlVIITTED BY:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING THE INlTIA TION OF PROCEEDINGS TO
CONSIDER THE FORMATION OF PROPOSED COMMUNITY
FACILITIES DISTRlCT NO. IS - I (OTAY RANCH - VILLAGE TWO)
FOR A PORTION OF VILLAGE TWO OF THE OTAY RANCH AND
APPROVING THE ASSOCIATED ADVANCE DEPOSIT AND
REIMBURSEMENT AGREEMENT AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREE~HiS
DIRECTOR OF DEVELOPMENT SERVICftitibEPUTY CITY MANAGER
'EM TITLE:
!:VIEWED BY:
CITY MANAGE~
4/5THS VOTE: YES D NO ~
SUMMARY
[n compliance with Council Policy, Baldwin and Sons, LLC has submitted an Application for
establishing Community Facilities District No. 15-[ ("CFD IS-I") to fund the acquisition or
construction of certain facilities associated with Otay Ranch Village 2 (see attachment 4) in the
amount of approximately $ 74 million. This amount may change as a result of detailed analyses
to be performed during <.listrict formation. Staff has reviewed the Application and determined
that the financial information provided is preliminary and general in nature and that a complete
analysis on the tinancial feasibility of the project cannot be made at this time. Staff believes that
adequate information and analysis will be generated during district formation for evaluating the
developer's financial ability to bring the project to completion in compliance with City's criteria.
Therefore, staff is recommen<.ling that Council initiate the fom1al proceedings for the proposed
CFD 15-1 and authorize the City Manager to execute said agreement.
ENVIRONMENTAL REVIEW
The City's Enviromnental Review Coordinator has reviewed the proposed activity for
compliance with the California Environmental Quality Act (CEQA) and has determined that the
activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines;
therefore, pursuant to Section 15060(e)(3) of the State CEQA Guidelines the activity is not
subject to CEQA. Thus, no environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
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BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
The "Mello-Roos Act" allows for the creation of CODlmilllity Facilities Districts and the issuance
of bonds to provide for financing the construction and/or acquisition of public facilities needed
for the City or development. Any public facilities, which the City may own, operate or
contribute money to, and which have a useful life of five or more years, are eligible to be
financed through a CFD. However, City Policy limits eligible facilities to those that serve and
benefit the larger community such as circulation element streets. Debt services on the bonds are
met through the imposition of a Special Tax (explicitly not ad valorem) on properties solely
within the CFD. The special tax is collected with the property taxes. There is no direct cost to
the City's General Fund.
Expenses related to the ongoing district administration (including levying and collecting the
special taxes) are to be funded by the CFD. The ultimate security behind the bonds would be the
properties located within the CFD, not the City's General Fund or its ability to tax property
within its jurisdiction.
Tonight's agenda will start the formation process and set in motion the required steps and
schedules for the authorization to levy special tax taxes with the CFD and to incur a bonded
indebtedness of the CFD payable from the proceeds of such special taxes. It is anticipated that if
the CFD is formed, such bonds will be issued in late 2010. Upon approval of tonight's actions,
City staff will begin discussion with the developers to enter into an agreement entitled
"Acquisition/Financing Agreement" to establish, among other things, the public facilities
authorized to be financed by the CFD and the terms and conditions pursuant to which the
authorized facilities will be constructed and acquired and bonds for the CFD will be issued. The
Staff will also begin the preparation of the Special Tax Report, which sets forth the maximum
tax for the CFD.
Procedure for formation of Communi tv Facilities District No. 15-1
Following are the key actions that Council would take during the proceedings for CFD IS-I:
1. Approval of the report on the Application and initiation of proceedings for formation of
the proposed CFD and approval of a Reimbursement Agreement to require that Baldwin
and Sons advance funds to the City to pay for all costs incurred by the City in
undertaking the proceedings to form CFD 15-1 and issuing bonds ofCFD IS-I.
2. Approval of Resolution ofIntention (ROI) to establish the CFD IS-I.
3. Adopting the boundaries of the CFD and ordering the preparation of the Special Tax
Report.
4. Holding public hearings, voter's election, and levy ofthe special taxes.
5. Bond sale and issuance.
Description of the proposed CFD 15-1
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Village 2 of Otay Ranch consists of approximately 766.66 acres and includes commercial,
residential, Community Public Facilities, public schools, public parks, private recreation facility,
Right of Way, open space and habitat preserve areas. Attachment I presents the boundaries of
the proposed CFD IS-I, which includes parcels located within Baldwin and Sons Otay Ranch
Village 2 (236.62 gross acres). The ownership of village 2 at this time is a patchwork so the
facilities financed by this CFD may benefit properties outside of the district. At this time,
Baldwin and Sons is anticipating that at buildout there will be 528 single-family lots, 939 multi-
family units, 60 mixed-use units and 12.5 acres of commercial area.
The special tax allocations levied by CFD IS-I will be below the "2% maximum tax" criteria
established by Council Policy. The developer is proposing CFD financing of the following
improvements:
. Heritage Road
. Pedestrian Bridges
. Santa Victoria Road
. Santa Carolina Road
. Santa Diana Road
. State Street
. Santa Alexia Avenue
. Santa Ivy Avenue
. Santa Christina Avenue
. Santa Liza Street
. Slope Landscaping
. City of San Diego waterline relocation
In addition to the above improvements, this CFD's bonding capacity maybe used for Community
Park Improvements, Traffic Signals and Environmental Mitigation within the City of Chula
Vista.
The construction cost of the developer's proposed improvements is estimated at $74 million,
however some of the proposed facilities are not collector roads and may end up classified as a
second priority for the District.
Application for CFD IS-I
On December 15 1998, with Resolution No. 19300, Council adopted "The City Of Chula Vista
Statement Of Goals And Policies Regarding The Establishment Of Community Facilities
Districts" ("CFD Policy"). The CFD Policy provides guidelines for the use of CFDs for
financing the construction or acquisition of public infrastructure or the provision of authorized
public services to benefit and serve existing or new development in the City. Prior to Council
initiating any formal proceedings for formation of the CFD, the developer is required to submit
an "Application", which would include all the necessary information (business plan, percent of
ownership requesting the CFD, etc.) demonstrating the applicant's financial ability to carry the
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project. The Application shall be reviewed by a committee composed of the City Manager, City
Attorney, Director of Public Works, Development Services Director, Finance Director and such
additional persons as the City Manager deems necessary.
Baldwin and Sons representative, staff, and consultants met several times to discuss the
processing, to clarify the intent of the Council policy, determine the format of the Application,
and identify the required financial information. The Application was submitted on October 7,
2009 (See Exhibit 2). The Review Committee met on December 8, 2009 to review the content of
the Application and determine the applicant's financial ability to successfully construct the
project and pay the special taxes during buildout. The committee has concluded that 1) the
information provided is preliminary and general in nature, 2) the developer's business plan,
although aggressive, appears to be consistent with the current conditions of the real estate
market, and 3) compliance with Council policy can not be confirmed until various documents
such as appraisal, market absorption study, Special Tax Report, and Preliminary Official
Statement are complete. These documents will be prepared during the district proceedings and
brought to Council consideration prior to bond sale.
In essence, the Review Committee recommends that Council approve proceeding with the
formation of the Community Facilities District. Extensive due diligence will be required as the
district proceeds to ensure compliance with Council policy.
Discussion of Kev Policv Issues
During the proceedings, several analyses will be performed to ensure that the proposed CFD
conforms to the requirements of the Mello-Roos Act and Council Policy. Following is a brief
discussion on how some key policy issues will be addressed during the proceedings:
1. Proposed Improvements: Improvements to be financed are backbone streets and
associated improvements (i.e., sewer, storm drain, landscaping, dry utilities) providing
local or regional benefit. Improvements that meet the requirements of the CFD Policy
will only be authorized.
A final recommendation on the improvements to be financed by the proposed CFD will
be brought later to Council in conjunction with the Acquisition/Financing Agreement.
2. Value to Lien Ratio: Council policy requires a minimum 4:1 value-to-lien ratio. A ratio
of less than 4:1, but equal to or greater than 3:1, may be approved, in the sole discretion
of Council, when it is determined that a ratio of less than 4: 1 is financially prudent under
the circumstances of a particular CFD.
The appraisal and lien ratio analysis would be available for Council consideration prior to
bond sale, which is planned for late 2010 or early in 2011. If the final analysis shows
parcels which fail to meet the 4: 1 ratio, the developer would be required to either provide
cash or letters of credit to maintain the lien ratio within the City criteria, the principal
amount of the bonds to be issued for CFD 15-1 will be reduced to comply with City
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policy or provide sufficient information to convince Council that a lesser lien ratio is
prudent.
3. Maximum Tax: Council Policy establishes that the maximum annual CFD special taxes
applicable to any newly developed residential property shall be no more than 1 % of the
sale price of the house. In addition, the aggregate of all annual taxes and assessments is
limited to 2% of the sale price of the house.
A preliminary calculation of the maximum tax, using estimated house prices, will be
available for Council consideration at the Public Hearing. A final test will be performed
at escrow closing using the actual sale price of the house. Council Policy requires that at
or prior to each closing of escrow, the escrow company shall apply a "calculation
formula" previously approved by the City Engineer to determine the aggregate of regular
County taxes, Mello-Roos taxes, and assessment installments. If the 2% limit were
exceeded, the developer would be required to provide cash to buy down the lien to an
amount sufficient to meet the 2% tax ceiling. Compliance with this procedure would
ensure that the aggregate tax to be paid by the purchaser of the house meets the City's
criteria. Currently, the developer anticipates that this CFD to be in the range of 1.9% to
2.0%.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property holdings
within 500 feet of the boundaries of the properties, which are the subject of this action.
CURRENT FISCAL IMP ACT
The developer will pay all costs and has deposited money to fund initial consultant and City staff
costs in accordance with the proposed Reimbursement Agreement (Attachment 3). Such monies
are eligible for reimbursement upon a successful sale of bonds. The City will be reimbursed for
all staff costs incurred on the formation of the district (estimated at $75,000).
ONGOING FISCAL IMPACT
The City will be reimbursed for all future administration costs through the annual tax levy.
ATTACHMENTS
1. Proposed Boundary Exhibit
2. CFD Application
3. Reimbursement Agreement
4. Eligible Facilities Cost Estimate
Prepared by: Chester Bautista, Associate Civil Engineer, Development Services Department
H: IENGlNEERIAGENDA ICAS20 1 DID 1-19-1 OICAS Reimbursement Agreement3. doc
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ATIAGtiM'tN\ L
CITY OF CHULA VISTA
COMMUNITY FACILITIES DISTRICT ApPLICATION REVIEW COMMITTEE
ApPLICATION FOR ESTABLISHMENT OF COMMUNITY FACILITIES DISTRICT
OWNERSHIP
Name oflandowner:
Baldwin & Sons is the master developer for various builder entities as noted in
Exhibit "E".
Please describe the ownership structure of the landowner (i.e., individuals, family trust,
partnership, corporation, etc.). Please include resumes of key individuals responsible for
making decisions for landowner. Please include copies of partnership agreements,
articles of incorporation and bylaws, family trusts, etc.
See Exhibit "A", "B" and "C".
If the landowner is not the current owner of the property, please provide evidence
satisfactory to the City Manager that the landowner represents or has the consent of the
owners not less than 67%, by area, of the property proposed to be subject to the levy of
the special tax.
See Exhibit "D".
PROPERTY INFORMATION
List the following regarding the property to be included within the proposed Community
Facilities District:
Number of gross acres:
Otay Ranch Village Two - approximately 236.62 acres.
Number of gross acres owned by the landowner:
See Exhibit "E".
Number of gross acres owner by others:
For each parcel within the boundaries of the proposed Community Facilities
District which is owned by an ~ntity other than the landowner, provide the
following information:
The name(s), addressees), telephone number(s) and contact(s) for each such owner.
See Exhibit "E".
The number of gross acres owned by each such owner.
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See Exhibit "E".
The Assessor's Parcel Numbers for each such parcel.
See Exhibit "E".
Number of acres proposed for development:
See Exhibit "P".
Number of acres developed to date, if any:
See Exhibit "G".
List the Assessor's Parcel Numbers for the property:
See Exhibit "E".
How long have you owned the property?
See Exhibit "F".
What was the purchase price you paid for the property?
See Exhibit "F".
Have you entered into any option or other form of agreement to sell all or a portion of the
property? YES X NO. If YES, please describe arrangement and attach copies
of any agreements describing arrangement.
Describe the existing land use of the property:
Raw land anticipated for development.
Is the property proposed for residential development, commercial development, or both?
RESIDENTIAL COMMERCIAL X BOTH. Please state the estimated
total number of any residential units proposed and the estimated total square footage of
commercial development proposed.
Single Family - 528 units.
Multi-Family - 939 units.
Mixed Use - 60 units.
Commercial- 12.5 acres.
See Exhibit "P".
Please attach a copy of a business plan for the development proposed on the property?
See Exhibit "Q".
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Do you intend to develop the property yourself? X YES NO. If YES, describe
the expected timing for development of the property. If available, please list projected sales by
year, listing commercial and residential development separately.
See Exhibit G and Exhibit Q.
What is the status of land use approvals, subdivision maps and environmental review for the
development of the property (i.e., describe the current zoning and the status of any Development
Agreements, Specific Plans, tentative maps or final maps for the property)?
See Exhibit "H".
List improvements proposed to be fmanced through the Community Facilities District and their
estimated cost. List the public agency that will own, operate and maintain the improvements
when completed.
See Exhibit "I".
Are any public services to be fmanced through the proposed Community Facilities District? If
so, list those services.
See Exhibit "I".
Have any environmental studies or reports been prepared for the property?
X YES NO. If YES, list those reports.
See Exhihit "H".
Are any impact fees owed to the City as a condition to develop the property? X YES
NO. If YES, please describe the type of impact fees, amount ofthe fees and when fees
must be paid.
Condition of Map Approval - PAD Fee, Drainage Fees.
Building Permit Fees to include - TDIF, PFDIF, Traffic Signal Fees, Pedestrian Bridge
Fees, Sewer Fees.
Are there any endangered species habitats on the property? X YES NO. If
YES, please identifY the endangered species, describe the location of their habitat(s) on the
property and describe any mitigation measures which must be completed as a precondition to the
subdivision or development of the property.
See Exhibit "J".
Are there any legal impediments to the planned development of the property? If so, please
describe the nature of the legal impediment(s) and how such impediments will impact the
plarmed development of the property.
None.
Is any development currently underway on the property?
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X YES
NO.
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If YES, please give a general description.
. Earthwork operations are complete in the eastern residential parcels.
Underground ntilities and paving in the eastern area is 80% complete.
. Grading in the northern area is 90% complete. Undergronnd utilities in the
northern area are 85% complete and surface improvements are 25% complete.
. Heritage Road phase 1 grading is complete and wet utilities are 95% complete.
. Grading of other residential development areas will begin in mid to late 2010.
What are your long tenn plans for the property; i.e., sale of raw land, sales of improved parcels to
merchant builders, sale of product to end users, long term hold, etc?
Developable acreage was sold to Affiliate Builders. The Affiliate Builders will build and
sell the product to end users.
Besides Community Facilities District financed improvements, what public and private
improvements are necessary to develop the property and how are they proposed to be financed?
Intract roads, utilities and public parks will be developed within the property.
Improvements will be owner financed or financed with revolving development loans.
Public schools constructed within the property will be financed by the school district's CFD
17.
Please attach the most recent copy of your financial statements, including audited statements, if
available. If you are a publicly held company, please list the date of your last 10Q or 10K filing
and enclose a copy of your most recent Annual Report.
See Exhibit "K". 2007 and 2008 financial statements are provided.
Include at least one reference from a bank or financial institution, including name, address and
telephone number.
First Bank & Trust - 4301 MacArthur Blvd., 2"d Floor, Newport Beach, CA 92660
(949) 475-6315, Acct. Rep. Brian 0' Conner.
Are there any existing trust deeds/loans on the property? Please state the name, address and
telephone number of the lending institution and the approximate loan amount.
See Exhibit "L".
Has construction financing for any of the proposed development, been obtained?
X YES NO. If YES, please describe the source and amount of such loan.
See Exhibit "L".
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What is the current status of property taxes, special taxes and assessments on the property?
See Below PAID See Below DELINQUENT. Have any property taxes or assessments on
the property been delinquent at any time during the past 3 years? If YES, please explain.
All property taxes are current with the exception of parcels 644-311-10, 644-313-03 and
644-312-01. Since property tax appeals bave been rued on tbese parcels only a portion bas
been paid and is being beld in a suspense account until tbe appeals are finalized.
Is the landowner, any subsidiary entity or affiliated or related entity of the landowner currently
delinquent or has the landowner or any subsidiary entity or affiliated entity of the landowner in
the last five (5) years been delinquent in the payment of any property taxes, special taxes or
assessments on property owned outside of the proposed boundaries of the Community Facilities
District? X YES_NO.
If YES, please identify the entity which is delinquent in such payments, the nature of such entity
if the entity is not the landowner and its relationship to the landowner, the jurisdiction in which
the delinquent property is located, the amount of the delinquency, the duration of the
delinquency and any legal actions which have been initiated by or on behalf of the jurisdiction to
recover the delinquency.
See Exhibit "Moo,
All property taxes are cnrrent witb tbe exception of parcels 644-311-10, 644-313-03 and
644-312-01. Since property tax appeals bave been filed on tbese parcels only a portion bas
been paid and is being beld in a'snspense account until tbe appeals are finalized.
Is the landowner (or any subsidiary entity or affiliated or related entity of the landowner) now
delinquent or in default on any loans, lines of credit or other obligation related to the property or
other development projects? YES X NO. Has the landowner (or any subsidiary
entity or affiliated or related entity of the landowner) been in default on any loans, lines of credit
or other obligation in the past two years related to the property or other development projects?
YES X NO. If YES, please explain.
Has the landowner or any subsidiary entity or affiliated or related entity of the landowner ever
filed for bankruptcy or been declared bankrupt? X YES NO If YES, specify
entity which filed for bankruptcy or has been declared bankrupt, the date and location of court
where bankruptcy action took place, the case title and the status of the bankruptcy proceedings:
See Exhibit "N". Tbe filing date was 7/15/95 in US Bankruptcy Court, Central District of
California, Nortbern Division.
Has any claim been made or suit been filed, or is any claim or suit now threatened against the
landowner with respect to the proposed development of the property?
YES X NO
If YES, please attach a copy of the complaint, or if unavailable, please list the court in which the
action is pending and the case number and summarize the current status of the litigation, or if the
claim or action has not yet been filed please attach any documents summarizing the claim or
action:
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Are there any other foreseeable circumstances not described above that could prevent or
significantly delay the proposed development of the property or adversely impact the ability of
the landowner to pay the anticipated special taxes to be levied on the property owned by the
landowner during the development of the property? YES X NO. If YES, please
explain...
Please attach a copy of your most recent preliminary title report for the property.
See Exhibit "0". Title reports are provided for APN 644-313-03, 644-030-21, 644-312-01,
644-310-03,644-310-08,644-310-16 and 17, 644-311-10 and 644-313-05.
Please attach a copy of the most recent tax bill(s) for the property and evidence that current
installments due have been paid. The tax bill will also be reviewed to detennine overlapping tax
tota!.
See Exhibit "M".
Have you provided a deposit to the City to pay organizational and formation costs?
No.
RELATED PROJECT INFORMATION
Has an absorption study been done for the proposed development of the property within the last
two years? If so, please provide a copy.
No.
Has an appraisal been done for the property within the last two years? If so, please provide a
copy. If not, please provide current year assessed values for all parcels.
An appraisal will be conducted prior to a bond offering. See attached property tax bills
listed on Exhibit "M" for current year assessments.
EXPERIENCE OF LANDOWNER GROUP
Describe the development experience of the landowner. Briefly describe any current or recently
completed developments undertaken by the landowner.
See Attached Marketing Brochure on Otay Rancb. This is intended to provide historical
information on the project.
Please provide corporate literature and sales brochures, if available.
See Attached Marketing Brochure on Otay Ranch. This is intended to provide historical
information on the project.
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PAYMENT OF TAXES/ASSESSMENTS.
Describe the source of funds that you will use to pay special taxes to be levied on your property
in connection with the Community Facilities District (i.e., bank savings, land sale proceeds, loan
proceeds, etc.). Land Sale Proceeds.
Do you foresee any difficulty in your ability to make timely payment of the special taxes to be
imposed?
YES X NO. If YES, please explain.
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If we have additional questions regarding your property, who is the appropriate person to
contact?
Name:
Title:
Address:
Phone Number:
Name:
Title:
Address:
Phone Number:
Mr. Stephen Haase
Vice President - Forward Planning
BALDWIN & SONS
610 West Ash Street, Suite 1500
San Diego, CA 92101
(619) 234-4050, Ex!. 109
Ms. Mora de Murguia
Public Finance Manager
BALDWIN & SONS
61 0 West Ash Street, Suite 1500
San Diego, CA 92101
(619) 234-4050, Ex!. 105
PLEASE RETURN THE COMPLETED FORM AND ATTACHMENTS TO:
Mr. Jim Sandoval
City Manager
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
Mr. Gary Halbert
Deputy City Manager
CITYOFCHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
Ms. Maria Kachedorian
Director of Finance
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, California 91910
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NOTICE REGARDING DISCLOSURE.
The Securities and Exchange Commission recently adopted amendments (the "Amendments") to
Ru1e 15c2-12 under the Securities Exchange Act of 1934 relating to certain required disclosure
information that must be made available to prospective purchasers of municipal bonds. Under
the Amendments and other federal and state securities laws, certain material information must be
disclosed (i) in connection with the initial offering of bonds with respect to "material persons";
and (ii) on an ongoing basis with respect to "obligated persons."
Whether a property owner/developer might be a material person or an obligated person will
depend on all of the facts and circumstances. If the information you provide in response to this
questionnaire indicates this might be the case, the financing team will review with you the
information that may need to be disclosed to potential Bond investors in order to satisfy the
Amendments and other federal and state securities laws.
If information on the proposed development of your property is disclosed in connection with the
sale of the Bonds, you will be required to certify at that time that the information is true and
correct and does not omit to state any material fact.
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(
The undersigned hereby certifies that the foregoing information is true and correct as of the date set forth
below.
Date:
m /8/oQ
f
LANDOWNER:
BALDWIN & SONS, LLC
A California limited liability company
BY:~
Stephen M. Haase
Vice President - Forward Planning
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EXHffiIT "A"
Ownership and Strncture of Landowner
The primary business of the company is to own, develop and sell the project known as Otay Ranch. The
Developer is Baldwin & Sons, LLC, a California limited liability company formed January 16, 2008.
In the past year, Baldwin & Sons, LLC, one of two development entities created ITom the division of
Otay Project, L.P., will continue as a co-developer of the Otay Ranch project. Otay Project, L.P. was the
original land development firm, established in 1997 to undertake the development of the 5,300-acre Otay
Ranch in South San Diego County.
Attached are the first and last pages of the Baldwin & Sons, LLC Operating Agreement, Baldwin &
Sons, LLC First Amendment to Operating Agreement, Baldwin & Sons, LLC Articles of Formation and
Corporate Resolution for Baldwin & Sons, LLC and Corporate Resolution for AB Finco, LLC.
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EXIllBIT "A" (Continued)
FIRST AMENDMENT TO OPERATING AGREEMENT
THIS FIRST AMENDMENT TO OPERATING AGREEMENT ("First
Amendment") of BALDWIN & SONS, LLC is entered into as of June 1, 2009 by
ALFRED E. BALDWIN and DEEANN BALDWIN all of the members of the Company.
A. TIle Members formed tl,e Company by filing the Certificate of Formation with
the California Secretary of State on January 16, 2008.
B. The Members entered into that certain Operating Agreement for Baldwin & Sons
dated January 16, 2008 ("Operating Agreement").
C. The Members wish to amend the Operating Agreement to replace the agent for
service of process and to provide and name officers of the Company.
D. Anv term not defined herein shall hav'e the definition ascribed to such term set
"
forth in the Operating Agreement.
NOW THEREFORE, the Members agree as follows:
1. There is herby added to Article T: Definitions the fo1lowing definition:
" Approvals: 'TI,e phrases" Approved by the Members" or "Approval of the
Members" each mean the unanimous vote, consent, decision, determination,
judgment, decree, instruction, authorization, waiver, resolution or other
approval of all Members, each Member's approval being a matter witllin such
Member's sole and absolute discretion. The phrases" Approved by the
Managel'''' or " Approval of the Manager" each mean the consent, decision,
determination, judgment, decree, instruction, authorization, waiver, resolution or
other approval of the Manager acting alone, in ilie Manager's sole a.nd absolute
discretion. The Members acknowledge that this definition provides the sole
method of determining the Approval of the Members and the Approval of the
M "
anager.
2. Section 2.4 is hereby amended by deleting the name "Kevin Conklin'" and
inserting in itg place the na.me "Michael Grubbg".
C:'D()t't!menl~ aM Sel!ifJgs'("hi!!'L<)~;;i Scl!i:1g.~'r('II!pI.)mr<j !:)tc'l'T~ei FiJe$'OLK8D:Firs;: ,~n;=dmcm ,(}0Pt'1~tjng Agf!';'emem~!.drx
Page 12
3-18
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EXHIBIT "A" (Continued)
3. Section 5.4 is herby deleted and there is inserted in its place the following:
"5.4 Officers.
5.4.1 Appointment of Officers. The Members hereby establish the offices of
President, 01ief Financial Officer, Vice President and Secretary. Upon
Approval of the Members, additional offices may be established from time
to time, at any time, during the tenn of the Company. A natural person
shall be appointed to each such office, from time to time, by Approval of
the Manager; provided however, that the persons initial1y appointed to
each such office shall be those persons designated on Exhibit "c" attached
hereto and incorporated herein by this reference. Subject to such Exhibit
"C/' each officer shall be appointed by, shall serve during and shall be
removed by Approval of the Manager, subject to aU rights, if any, of an
officer under any contract of employment. Each officer shall devote the
time and effort necessary and appropriate to the faithful performance of
all duties of the office held. Any natural person may hold any number of
offices. No officer need be a resident of the State of Delaware or the State
of California or citiz.en of tIle United States. The officers shall exercise
such powers and perform such duties as specified in this Agreement or as
shal1 be Approved by the Manager, from time to time.
5.4.2 Removal. Resignation and Vacancy. Subject to the rights, if any, of an
officer under a contract of employment, any officer may be removed aB an
officer, either with or without cause, by Approval of the Manager at any
time. Any officer may resign at any time by giving written notice to the
Manager. Any resignation shall take effect at the date of the receipt of that
notice Or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Company under any contract to which ilie officer is a
party. A vacancy in any office because of death, resignation, removat
disqualification or any other caUSe shall be filled by Approval of the
Manager.
5.4.3 Salaries of Officers_ The salary and other compensation of each officer
shall be fixed by, and any employment agreement between such officer
and the Company shaIl be entered into upon, Approval of the Manager.
5.4.4 President. The President shall be the chief executive officer of the
Company, and shal], subject to th.e control of the Manager, have general
and active management of the Company's business and affairs and shall
C' D6c.um,;n\s end Sctj~;'!g$h::,j:HrU'C'al.~.Ui;;gsT!:'mp(J.f'.!I!'Y lmtmo:."~ Fiics,.oLKBD'.fir:H Aml,.'r!du)t.':![ UJ OJ.'K'r.iting AgrC'~mt.'fIt-j.d('i(:
Page 13
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EXHIBIT "A" (Continued)
see that all Approvals of the Manager and Approvals of the Members are
carried into effect. TIle President sha11 report to the Manager and shall
have the general powers and duties of management usually vested in the
offices of president and chief executive officer of a corporation, and shaH
have such other powers and duties as are Approved by the Manager, from
time to time.
5.4.5 Vice President. Each Vice President shall have such powers and perform
such duties as may be Approved by the Manager or prescribed by this
Agreement. In the absence or disability of the President, a Vice President,
as Approved by the Manager, s11aII perform all the duties of the President,
and when so acting shall have a11 the powers of, and be subject to a11 the
restrictions upon, the President. Each Vice President shall othen~ise have
the general duties, powers and responsibilities of a vice president of a
corporation.
5.4.6 Chief Financial Officer. The Chief Financial Officer shall be the treasurer
and controller of the Company and sha11 keep and maiotain, or cause to be
kept and maintained, adequate and correct books and records of accounts
of the Company Property and the Company's business and affairs,
including accounts of the Company's assets, liabilities, receipts,
disbursements, gains, losses, and capital. The Chief Financial Officer shall
have the custody of the funds and securities of the Company, and shaIl
keep full and accurate accounts of receipts and disbursements in books
belonging to the Company, and shall deposit a11 monies and other
valuable effects in the name and to the credit of the Company in such
depositories as are Approved by the Manager. The Chief Financial Officer
shall disburse the funds of the Company as may be ordered by the
Manager, taking proper vouchers for such disbursements, and shall
render to the Manager and the Members an account of all transactions
undertaken as treasurer and of the financial condition of the Company.
The Chief Financial Officer shall perform such other duties and shall have
such other responsibility and authority as are set forth in tl,is Agreement
or as are, from time to time, Approved by the Manager. The Chief
Financial Officer shaIl also have the genera! duties, powers and
responsibilities of a chief financial officer, controller and treasurer of a
corporat.ion.
5.4.7 Secretary. The Secretary shall attend all meetings of the Members, and
shaH record all the proceedings of the meetings in a book to be kept for
that purpose, and shall perform like d.uties for the standing comTruttees
when required. The Secretary shaH give, or cause to be given, notice of all
meetings of the Members and shall perform such other duties as are
c:.-o..~=Jr!'lC"n5 !!~d Sl.~ttir:.g{'c,';i!f;w..,<:a! Seiii"gs"T ,-mpi>l~rJ ImeTT~'(. filt:s'DLKBfj-.Firsr An1.;nJme!1t r.) Opei<!i.if!g Agrrem~m_! AUf
Page 14
3-20
EXHIBIT "A" (Continued)
Approved by the Manager. The Secretary shall have custody of the seal of
the Company, it any, and the Secretary shall have authority to affix the
same to any instrument requiring it and when so affjxed, it may be
attested by such officer's signature. The Manager may give general
authority to any other officer to affix the seal of the Company, if any, and
to attest the affixing by his or her signature. The Secretary shall keep, or
cause to be kept, at the principal executive office or at t..l-te office of the
Company's transfer agent or registrar, as determined by Approval of the
Manager, a register, Or a duplicate register, showing the names of all
Members and their addresses, their Percentage Interests, the number and
date of certificates issued for the same, if any, and the number and date of
canceJlation of every certificate surrendered for cancellation. The
Secretary shall also keep aJl documents as may be required under the Act.
The Secretary shall perform such other duties and have such other
authority as are set forth in tlus Agreement or as are, from time to time,
Approved by the Manager. The Secretary shall have the general duties,
powers and responsibilities of a Secretary of a corporation.
5.4.8 Signing- Authority of Officers. Any officer, acting alone, is authorized to
endorse checks, drafts, and other evidences of indebtedness made payable
to the order of the Company, but only for the purpose of deposit into the
Company's accounts. Any officer is also authorized to sign or enter into
checks, drafts, contracts or other instruments obligating the Company to
pay money.
5.4.9 Third Party Actions. The Company shall and hereby does indemnify any
person who was or is a party or threatened to be made a party to any
threatened, pending Or completed action, suit or proceeding whether civil,
criminal, administrative or investigative ("Proceeding") (other than an
action by or in the right of the Company) by reason of such person being
or having been the Manager or an officer of the Company against
expenses, judgments, fines, settlements and other amounts actually or
reasonably incurred in, or in connection with, such Proceeding. But in all
events the Company shall indemnify such person (and shall authorize
indeml"'jfjcation of such person) only if such person, in such person's
capacity as an agent acted in good faith and in a n1anner such person
reasonably beHeved to be in the best interests of the Company and all
I\.Jembers ~and, in the case of a criminal Proceeding, such person- also had
no reasonable cause to believe that such person's conduct was unlawful.
The termination of any Proceeding by judgment, order, settlement,
conviction Or upon plea of nolo contendere shan not, of itseJf, create a
presuD1ption that such person did not act in good faith or in a manner
which such person reasonably believed to be in the best interests of the
C:.D(;I.~;.rI1~-~ I!t1Q S..'ni!lg.<;'l;hii~L~):.:!)! S~'itings-.T ~mp"}mrf !r:i,:orn,;-{ Fil~'Ol!, BD'.Fir",t ,.i,~r.--dm;;-r!f k1 0pcmring .''''gR'e:I~l1t-i .d':1\; _I
Page 15
3-21
EXIllBIT "A" (Continued)
Company and all 1\1embers or that such person had reasonable cause to
believe such person's conduct was unlawfu1."
4. Exhibit "C" attached here to is hereby attached to the Operating Agreement.
5. The Operating Agreement amended and set forth herein remains in fun force
and effect.
IN WITNESS Wl1EREOF, the parties hereto have executed the First
Amendment as of the date and year first above written
.')
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C-"Ou.:-wnc:ms .:T!d Scttin:i!>"c;.hj!!'-I"<>O::lll ~li')g:;~T'."n1~)('r.ary In(>:ffit"t Fik.;,o-LKBD'.Fi!~ Aj;l'~ndmt:'r;t (r) O;;<:mti~g Ay;;;:-m;:n.t-I_<1..iC
Page 16
3-22
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EXHIBIT "A" (Continued)
EXHIBIT "C"
Baldwin & Sons, LLC
List of Officers
Chairman
President
Vice President
Vice President
Vice President
Vice President
Secretary
Alfred E. Baldwin
Shawn M. Baldwin
Michael Grubbs
Stephen M. Haase
Brian Canaris
Ste\'en E. Baldwin
Cheryl k Hill
$;-LEGAL-CH"COR?ORA TE..Fir:,;~ Ami:'!1d!m~:jt1'). 8 &; S Opt'r,-'1:ing r\grcl.'m'-',,:.-im~
Page 17
3-23
,
EXHlJUT "A" (Continued)
OPERATING AGREEMENT FOR BALDWIN & SONS, LLC
THIS OPERATING AGREEMENT is entered into as of January 16, 2008 by ALFRED
E. BALDWIN and DEEANN BALDWIN (referred to individually as a "Member" and collectively
as the "Members").
A. The Members desire to form a limited liability company (Company) under the
California Beverly-Killea Limited Liability Act.
B. The Members enter into this Operating Agreement in order to form and provide for
the governance of the Company and the conduct of its business and to specity their relative rights
and obligations.
NOW THEREFORE, the Members hereby agree as follows:
ARTICLE I: DEFINITIONS
The following capitalized terms used in this Agreement have the meanings specified in this
Article or elsewhere in this Agreement and when not so defined shall have the meanings set forth in
the Act (defined below).
1.1 "Act" means the California Beverly-KilIea Limited Liability Act, including
amendments ITom time to time.
1.2 "AddItional Capital CI;lDtribution" of a Member shall mean any amount
contributed to the capital of the Company by the Member pursuant to the provisions of Section 3.8
hereof.
1.3 The" Adjusted Capital Contribution" of a Member shall mean the excess, if any,
of such Member's Capital Contribution over distributions (other than payments ofloans) received by
such Member pursuant to Section 4.5 or 11.2 hereof.
1.4 "Agreement" means this operating agreement, as originally executed and as
amended trom time to time.
1.5 "Certificate of Formation" is defined in California Corporations Code.
1.6 "Assignee" means a person who has acquired a Member's Economic Interest in the
Company, by way of a Transfer in accordance with the terms of this Agreement, but who has not
become a Member.
1.7 "Assigning Member" means a Member who by means of a Transfer has transferred
an Economic Interest in the Company to an Assignee.
C:\Documents and Settings\chi1l\local Settingii\Temponuy Internet FiJes\OlKBD\BaIdwin Sons LLC-OA-r.doc
Page 18
3-24
EXHIBIT "A" (Continued)
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement on the day and year first above written.
S:o-
j) ~ J .
/e~du.llv 2M>Ult.<-L /.......
Deeann Baldwin
S;\LEGAL--CH\CORPORA TE\Baldwin Sons LLC-OA-I.doc 23
Page 19
3-25
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EXHIBIT "A" (Continued)
.
@, - St~te of California
I .
Secretary of State
200801810088
LLCa1 FUe ft.
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. LfMIT.ED U~BIlIiY COMPANY
ARTICLES OF ORGANIZATION
: ,.
ENDORSED. FILED
In"'tf:r~=r:-
JAN 1 8 2008
A $70.00 filing f.. must accompany tills form.
IMPORTANT - Read Instructions befono completing this form. This s.... Few ru.g u.. o~
ENTITY NAME (End the I1ame v.flh the \\Otds '-r~ UabJDty CorI1)any.. or1he abl:r'eYfarlonl"lLC' ar "1..LC.- TheWOrdt .UrNfed'" and .Company"
may be abbre'OlBted to "ltd... and "Co.: respBlCfl'JBfy.)
1. NAMe OF LIMITCD IJ.I.BJUT'Y CQ,,1PANY
Baldwin & Sons. LLC
PURPOSE (The f'oIIe'Mftg 8idemllll'1t.. requ~8d by alatul:. and' ahauld' not baajler4d.)
2. nll;- PU~POSE OF THe LI~TEO LIA5b.11'Y COMPANY IS TO ENGAGE IN ANy LAWFtH.. ACT OR .AC7MTY FOR. WHICH A. UIMTED ltABlurv
COMPA,NYMAY BE O~GANI2eo UNDER THE BEVERL Y-KlUEA, llMrreo UA8lUTY COMPANY ACT.
INITIAL AGENT FOR SERVICE OF PROCESS {IftnssQlUdlsanil'1dMcil", theegent /TIUIiI( ""'dIt In CaIIfornr.and both 1r.ns3end"'rnuatba
completed. I( the 8g.111 I, . COrpordan, the agent mu.t baY. on '!JIB \lAth the CaDfom. S8CI'et8ry d Stare II C8fiJf1caIe pum.l8nf 10 CoI'POndfons Code .
5ecUon 1605 8J\d Itam 3 must be complsted (Jaa... Item .4 blink).
3. "AME OF INtTlALAGENT FOA SERVICE OF PROCESS
Kevin Conklin
4. If AN INO'V'Dl:A~ ACCRESS OF Il'IIfTJALAGENT FORSSMCE OF PROCESS 'N CALIFORNIA
260 Newport Center Drive, Sulle 240
CITY.
STATE'
ZJP CODE .
Newport Beach CA
92660
MANAGEMENT (Cheek only one)
S. Tke UMlTEIJ LIA8IUTY COMPANVW1LL BE MANAGED BY:
00NEMANAG:eR
o MORE THAN ONE MANAGER
o AU. UMlTeD LlABJUTY COMPANY' MEMBER(S)
ADDITIONAl. INFORMATTON
8. ADOIT10NAL INFORMATION SET FORTH ON THe AITACHEO PPGES, IF~, IS 'NCORPORA.~ HEReIN. ~y MS, R~'EHC:EAND MADe A. PARr
OF THIS ceRTIFICATE.
EXECUTION
7. I DECLARe I Mt THe PERSON WHO exECtJTED THIS :NSTRUMEHT. WffiCIof EXECvnON f$ MY
1.16.06
OAtt
Michael P. ShTlondf. Authorized Agent
TYPE OR PftNT NAME OFORGANlZER
Ll.C~1 (REV <>C12OG7)
APP.RO\I6) BY SECRETARY CF STATE
Page 20
3-26
EXIllBIT "A" (Continued)
(-.
'.
ANNUAL WRIITEN CONSENT
OF THE MEMBERS OF AB FINCO, LLC
This annual w-ritten consent of the members of AB FrNCO, LLC, a Delaware limited
liability company (!be "Company") is given on April 24, 2009 at 280 Newport Center Drive,
Suite 240, Newport Beach, California.
AliTed E. Baldwin, Southwind Development, LLC, AB Finco Common Partner, LLC,
AEB One Commercial, LLC, AEB One Multi-Family J9, LLC, AEB Multi-Family 21, LLC,
AEB One Residential Phase I B, A EB One Residential Phase 2B LLC, AEB One Residential
Phase 4, LLC, AEB One Residential Phase 7, LLC, AEB One-West Residential (8L), LLC,
AEB Five Multifamily, LLC, AEB Five Residential, LLC AEB Six Commercial, LLC, AEB
Six Multifmnily, LLC, AEB Six Residential, LLC and OR Management A, LLC are the
members of the Company.
Ejection of Officers
The members decided that it was in the best interest of the Company to elect officers to
conduct business for the Company; and
The fOllowing individuals are elected to the offices set forth opposite their respective
names and shaH serve at the pleasure of the members of the Company for the coming year or
/. until their successors are duly elected and qualified;
l
,..
AltTed E. Baldwin
Mark Rhyme
Michael Grubbs
Gayle Fisher
Cheryl A. Hill
President
Vice President
Vice President
Treasurer
Secretary
Further Authorization
Resolved, (a) Alfred E. Baldwin acting alone, be and hereby is authorized, empowered
and directed to execute and deliver such documents and to take such other action, on behalfof
this Company, either in its or in any other capacity (including, without limitation, it is capacity
as a constituent member of any entity), as he deems necessary, desirable or advisable in
connection with any transaction, and (h) Mark Rhyme, Kenneth Lipinski, Michael Grubbs and
Cheryl A. Hill, any of the foregoing persons action alone on transactions valued at $ 1 ,000,000
or less, or any two of the toregoing acting together 011 transaction valued over $1,000,000 but
not exceeding $ 10,000,000, be and hereby are authorized, empowered and directed to execute
and deliver such documents and to take such other action, on behalf of this Company, either in
its or in any other capacity (included, without limitation, in its capacity as a constitute member
of any entity), as such person or persons deem necessary, desirable Or advisable in connection
with any transaction.
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Page 21
3-27
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EXHffiIT "A" (Continued)
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SIGNATURES CONTINUED ON NEXT PAGE
MEMBERS;
~
" . )(I.~
Alfre'~Win, Me er
SOUTH WIND DEVELOPMENT, LLC
By; <<1d i/~ rk?
AI ed E. k! wm, Member
(
'.
AEB One Commercial, LLC
AEB One Multi-Family 19, LLC
AEB One Multi-Family 2 I
AEB One Residential Phase I B, LLC
AEB One Residential Phase 2B, LLC.
AEB One Residential Phase 4, LLC
AEB One Residential Phase 7, LLC
AEB One-West Residential (SL)), LLC
AEB Five Multifamily, LLC
AEB Five Residential, LLC
AEB Six Commercial, LLC
AEB Six Multifamily, LLC
AEB Six Residential, LLC
By:
u:a Yf~
Michael Grubbs, Vice President
OR Management A, LLC
a Delaware limited liabmty company
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AB Finco Common Partner, LLC
a Delaware limited liability company
By:
'if I .~ /7
If/hi ,X
.A:!tred E. Itit n, Manager
C:-Dt->C;jIT!<:(Jt~ ;!rld .'>o.mi!lt~ c!1iJf I..(!::~! St~!in,l':.....T <':!r.pm<'lry irl!~nu..'t F;~.(,LJ(aD'Ar,;,uRI WriUen C-oNC!!t c.iM,:rnbeN: nf AL~ Finco ac.~
Page 22
3-28
EXHIBIT "8"
DeeAnn Baldwin
Alfred E. Baldwin
Baldwin & Sons, LLC
Page 23
3-29
E1U11J!lT "J!" ((;ontinued)
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Headquarters:
Description of Operations:
Project Description:
Management Team:
EXHIBIT "C"
BALDWIN & SONS, LLC
610 West Ash Street, Suite 1500
San Diego, California 92101
Telephone: (619) 234-4050
Facsimile: (619) 234-4088
Homepage: http//www.otayranch.com
In the past year, Baldwin & Sons, one of two development
entities created trom the division ofOtay Project, L.P., will
continue as a co-developer of the Otay Ranch project.
Otay Project, L.P. was the original land development firm,
established in 1997 to undertake the development of the
5,300-acre Otay Ranch in South San Diego County.
Otay Ranch, the largest master-planned community in San
Diego County, is planned to include more than 9,000
homes, abundant recreational facilities, commercial
establishments and community services. It is part of the
22,899-acre Otay Ranch General Planning Area (ORGP A),
which includes property under several ownerships. "Otay
Ranch" is a registered service mark.
Stephen M. Haase
Vice President Forward Planning
Mr. Haase has extensive experience in both public and
private sector planning and land development. He began
work with the City of San Diego and was instrumental in
the creation of the Development Services Department and
the implementation of a project management system for
improving customer service. In 2002 he joined the City of
San Jose as the Planning Director, overseeing several city
planning efforts, including the creation of North San Jose
Vision 2030, a high tech live-work environment for the 21 st
century.
Page 25
3-31
Prior to joining Baldwin and Sons, Mr. Haase led the
planning and entitlement effort for Sudberry Properties on
Quarry Falls. The project, approved by the City of San
Diego in October 2008, redevelops the last mining
operation in Mission Valley into an urban village, complete
with a diversity of home types, parks, a charter school,
retail and office uses.
Mr. Haase is a member of the American Institute of
Certified Planners and is a LEED Accredited Professional.
He holds an undergraduate degree in Public Administration
and an MBA, both from San Diego State University. He is
a current board member of the San Diego chapters of the
Building Industry Association and NAJOP.
Brian Canaris
Senior Project Manager
Mr. Canaris has been working in the construction industry
for over 20 years on projects ranging from small bridge
retrofits to large master planned communities. Over the
last 5 years, Mr. Canaris has been involved with planning
and development of3,000 acres in Eastern Chula Vista.
Mr. Canaris is currently responsible for the construction of
grading, infrastructure, and landscaping being developed by
Baldwin & Sons, LLC in the Otay Ranch project.
Previously, Mr. Canaris was responsible for the final
construction activities and closeout of the EastLake
development.
Mr. Canaris holds a construction management BS degree
and a business administration minor from California State
University, Sacramento. A San Diego native, Mr. Canaris
is a 2009 BIA (San Diego chapter) Board of Director and is
an active and dedicated community leader.
Page 26
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EXHIBIT "D"
Secretary certificates giving consent for Baldwin & Sons, LLC to represent builder entities
in the proposed Village Two fmancing district.
Page 27
3-33
EXHIBIT "D"
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF
FOR OTAY R-\NCH II SUN 6/8, LLC
A Delaware limited liability company
The undersigned, constituting all of the members of Otay Ranch II Sun 6/8, LLC
("Company"), a Delaware limited, do hereby adopt the following resolutions by
unanimous 'witten consent:
WHEREAS, Baldwin & Sons, LLC ("Baldwin & Sons") is filing an Application
for EstablishrD<'nt of Community Facilities District with the City ofChula Vista which
would benefit the property ovmed by Company; and
WHEREAS, Company desires to appoint Baldwin & Sons as its agent to execute
documents on behalf of Company in connection with the establishment of such CFD;
NOW THEREFORE BE IT RESOL YED, that Baldwin & Sons, is hereby
authorized to execute and deliver on behalf of the Company any documents necessary to
file the application for the Chula Vista Village Two Community Facilities District
("CFD") , including but not limited to any consents or waivers and any other
documentation required; and
FURTHER RESOLVED, that Stephen Haase or Mark Rhyme, as Vice Presidents
of Baldwin & Sons, either of them acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to facilitate the filing of the
application to form the CFD.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Written Consent of the Members as of the 15"' day of September, 2009.
VILLAGE II OF OT A Y, LP,
A Delaware limited partnership
By: VilJage II ofGtay GP, LLC
A Delaware limited liability company
Its: General Partner
BB DEVELOPMENT, LLC
A ~~ Jiab1!ity company
By: _
Shawn M. Baldwin,
President
Page 28
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--"."".-"-"---'-'---'."""-'-j
EXHIBIT "D"
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF
FOR OTAY RANCH VILLAGE II PC-B, LLC
A Delaware limited liability company
The undersigned, constituting all of the members ofOtay Ranch Village /J PC-I3,
LLC ("Company"), a Delaware limited, do hereby adopt the following resolutions by
unanimous written consent:
WHEREAS, Baldwin & Sons, LLC ("Baldwin & Sons") is filing an Application
for Establishment of Community Facilities Distlict with the City of ChuIa Vista which
would benefit the property owned by Company; and
WHEREAS, Company desires to appoint Baldwin & Sons as its agent to execute
documents on behalf of Company in connection with the establishment of such CFD;
NOW THEREFORE BE IT RESOLVED, that Baldwin & Sons, is hereby
authorized to execute and deliver on behalf of the Company any documents necessary to
file the application for the Chula Vista Village Two Community Facilities District
("CFD") , including but not limited to any consents or waivers and any other
documentation required; and
FURTHER RESOLVED, that Stephen Haase or Mark Rhyme, as Vice Presidents
of Baldwin & Sons, either of them acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to facilitate the filing ofthe
application to form the CFD,
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Written Consent of the Members as of the IS"' day of September, 2009,
VILLAGE II OF OTA Y, LP,
A Delaware limited partnership
By: Village II of Otay GP, LLC
A Delaware limited liability company
Us: General Partner
RBSB DEVELOPMENT, LLC
A Delaware limited liability company
~/'" (
. Ij
By:,' ,-:J~
Steven E Bald\vin..
President
Page 29
3-35
. ~----^-----"-->-"-'--""'--~'-'-"'--'-----""''- ....'.-,' """.'.- '._,.~'-'----'
EXHIBIT "D"
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF
FOR OT A Y RANCH VILLAGE II PC-I5, LLC
A Delaware limited liability company
The undersigncd, constituting all of the members ofOtay Ranch ViJJage II PC-IS,
LLC ("Company"), a Delaware limited, do hereby adopt the foJJo",ing resolutions by
unanimous \\Titten consent
WHEREAS, Baldwin & Sons, LLC ("Baldwin & Sons") is filing an Application
for Establishment of Community Facilities District ",ith the City of Chula Vista which
would benefit the property owned by Company; and
WHEREAS, Company desires to appoint Bald",in & Sons as its agent to execute
documents on behalf of Company in connection ",ith the establishment of such CFD;
NOW THEREFORE BE IT RESOLVED, that Baldwin & Sons, is hereby
authorized to execute and deliver on behalf of the Company any documents necessary to
file the application for the Chula Vista Village Two Community Facilities District
("CFD") , including but not limited to any consents or waivers and any other
documentation required; and
FURTHER RESOLVED, that Stephen Haase or Mark Rhyme, as Vice Presidents
of Baldwin & Sons, either of them acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to f1iCilitate the filing of the
application to form the CFD.
IN WITN"ESS WHEREOF, the undersigned have executed this Unanimous
Written Consent of the Members as of the 151h day of September, 2009.
VILLAGE II OF OTA Y, LP,
A Delaware limited partnership
By: ViJJage II ofOtay GP, LLC
A Delaware limited liability COmpany
Its: General Partaer
By:
"i:::~_
RBSB DEVELOPMENT, LLC
A Delaware ~ite~d 'ability company
5<:L. / P-
By: ( )?:::7/.,,; _
- Steven E. Baldv"in,
President
Page 30
3-36
EXHIBIT "0"
GENERAL PARTNERSHIP A URTHORIZA nON
VILLAGE II OF OTA Y HB SUB, GP
A Delaware general partnership
The undersigned hereby certifies that:
L It is the Managing General Partner ofVilJage II of Otay B+HV SUB, GP,
a Delaware gemal partnership (the "Partnership").
2. The undersigned hereby authorizes Baldwin & Sons, LLC to execute and
deliver on behalf of the Partnership an y documents necessary to tIle the
application for the Chula Vista VilJage Two Community Facilities District
("CFD") , including but not limited to any consents Or waivers and any
other documentation required.
3. The undersigned hereby authorizes Stephen Haase or Mark Rhyme, as
Vice Presidents of Bald 'Win & Sons, LLC, either of them acting alone, to
execute and deliver on behalfofthe Partnership any documents necessary
to facilitate the filing of the application to form the CFD.
IN WITNESS WHEREOF, this Authorization has been executed as of the 25"
day of September, 2009.
MANAGING GENERAL PARTNER
VILLAGE II OF OT A Y, LP,
A Delaware limited partnership
By: Village II of Otay GP, LLC
A Delaware limited liability company
lts: General Partner
By:.m~'Q~._
President
By: Glenn Ranch, LLC,
A Delaware limited liability company
By: Southwind Development, LLC
A Delaware limited liability company
Managing member
BYil{-Lj{j~-
- . red El Bal win,
P esident
Page 31
3-37
EXHIBIT "D"
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF
FOR MONTECITO VILLAGE, LLC
A Delaware limited liability company
The undersigned, constituting all of the members of Montecito ViII age, LLC
("Company"), a Delaware limited, do hereby adopt the folJowing resolutions by
unanimous vvritten consent:
WHEREAS, Bald"in & Sons, LLC CBald"in & Sons") is filing an Application
for Establislunem of Community Facilities District with the City of Chula Vista which
would benefit the property owned by Company; and
WHEREAS, Company desires to appoint Baldwin & Sons as its agent to execute
documents on behalf of Company in connection with the establislunent of such CFD;
NOW THEREFORE BE IT RESOLVED, that Baldwin & Sons, is hereby
authorized to execute and deliver on behalf of the Company any documents necessary to
file the application for the Chula Vista Village Two Community Facilities District
("CFD") , including but not limited to any consents or waivers and any other
documentation required; and
FURTHER RESOL VED, that Stephen Haase or Mark Rhyme, as Vice Presidents
ofBaJdwin & Sons, either of them acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to facilitate the filing of the
application to form the CFD.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Written Consent of the Members as of the lSd' day of September, 2009.
/ d..::::;'
Alfie ' Bald"';n
lV~be . /, (1 i ~
.'('. II r I ' . ~" \,
'f \..\\}''^-'''",A 1---1- ~ ~ J \, ~
Ronald J. Bald~, trustee -
of the Baldwin Children's
trust fbo Ronald 1. Baldwin,
Ivfember
L>5&;U~--
Steven E. Baldwin, trustee
of the Baldwin ChUdren's
truST foo Steven E. Baldwin,
Member
Page 32
3-38
~
/
-0
?" . . a Wil~ trustee
of the Baldwin Children's
trust fbo Shavm M. Baldv.,in,
Member
Allison E. Bone, trustee
of the Bald1,vin Children's
trust fbo Allison E. Bone,
Member
Page 33
3-39
Shawn M. Baldwin, trustee
of the Baldwin Children's
trust tbo Shawn M. Baldwin,
Member
olQ,- C~
AJlison E. Bone, trustee
of the Baldwin Children's
trust fbo Allison E. Bone,
Member
Page 34
3-40
EXHIBIT "D"
ACTION BY UNANIMOUS WRITTEN CONSENT OF
THE MEMBERS OF
FOR AB FL'\'CO, LLC
A Delaware Jimited liabiJity company
The undersigned, constituting aU of the members of AB Finco, LLC
("Company"), a Delaware limited, do hereby adopt the following resolutions by
unanimous written consent:
WHEREAS, Baldwin & Sons, LLC ("Baldwin & Sons") is filing an Application
for Establishment of Community Facilities District with the City ofChula Vista as
Master Developer for property located in ViJlage 2 of Otay Ranch; and
:,:..
".:>
\Vhereas, Company will be providing their financial statements in connection
with such Application to assist Baldwin & Sons; and
".-"
WHEREAS, Company desires to appoint Baldwin & Sons as its agent to execute
documents as Master Developer in connection with the establishment of such CFD;
NOW THEREFORE BE IT RESOLVED, that Baldwin & Sons, is hereby
authorized to execute and deliver any documents necessary to file the application tor the
Chula Vista Village Two Community FaciJities District ("CFD"), including but not
limited to any consents or waivers and any other documentation required; and
FURTHER RESOLVED, that Stephen Haase or Mark Rhyme, as Vice Presidents
of Baldwin & Sons, either ofthenl acting alone are hereby authorized to execute and
deliver on behalf of the Company any documents necessary to facilitate the filing of the
application to form the CFD.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous
Written Consent of the Members as of the 15th day of September, 2009.
.
...
SOUTHWIND DEVELOPME1'.'T, LLC
A Delaware limited liability company
By: C!f2;'v::; {'.I6&~.:v..
Alfred E. Baldwin,
President
~{>.~~
Alfred E. Baldwin
Page 34A
3-41
(
,
EXHIBIT "D"
r
,
AEB One Commercial, LLC
AEB One Multi-Family 19, LLC
AEB One Multi-Family 21
AEB One Residential Phase IB, LLC
AEB One Residential Phase 2B, LLC
AEB One Residential Phase 4, LLC
AEB One Residential Phase 7, LLC
AEB One-West Residential (SL)), LLC
AEB Five Multifamily, LLC
AEB Five Residential, LLC
AEB SIx Commercial, LLC
AEB Multifamily, LLC
AEB Residential, LLC
By: c.4-d,s:..,/?______
Michael Grubbs, Vice President
/
(
OR Management A, LLC
a Delaware limited liability company
By:
~ ~~-"'
Alfred . Bald , Member
AB Fineo Common Partner, LLC
a Delaware limited liability company
By:
~/\~
/ 1/ ~
Alfred . B~ld1k'in, . anagcr
c. r)(}C',H':'!<:nlS: [,~,j Setlbj;.'S ~hm L,~1 S~!rir'gs; T",,,Jp.''''J'}' hlll::rnt;: fiit,s{)LKBD"'Wrim!,'t C"M,;Ci'I, ()fM~J~r.; c(.J'.B.I:in,:v LtC.dcc
Page 34B
3-42
EXHIBIT "E"
VILLAGE TWO OWNERSHIP
- un etenmne at t IS tIme.
These are final map acreage numbers.
Neighborhood
Land Use
ross
Acres
Portion APN
Lot # Builder
I Sunrise
2 PCC
5 UDAIT
6 Sumise
7 PCC
9 UDAIT
II PCC and Sunrise
14 Sunrise
22 Sunrise
26 PCC and Sunrise
31 PCC and Sunrise
33 PCC
Address and Phone Number
. Otay Ranch Village U-PC-13, LLC - 280 Newport Center Drive, #240, Newport Beach, CA 92660
. Otay Ranch Village U Sun 12, LLC- 280 Newport Center Drive, #240 Newport Beach, CA 92660
. Montecito Village, LLC - 280 Newport Center Drive, #240, Newport Beach, CA 92660
. Otay Ranch Village U-PC-15, LLC - 280 Newport Center Drive, #240, Newport Beach, CA 92660
. Village U of Otay HB SUB, GP - 280 Newport Center Drive, #240, Newport Beach, CA 92660
. Otay Ranch II SUN 6/8, LLC - 280 Newport Center Drive, #240, Newport Beach, CA 92660
Phone number for all entities - (949) 640-8300
Page 35
3-43
EXHIBIT "E" (Continued)
VILLAGE TWO OWNERSHIP
(2) Lot 31
R-16 (PCC) MF
R-17 (Sunrise) SF
R-19 (PCe) SF
R-ZO (Sunrise) SF
R-Zl (PCe) SF
R-25A (PCC) SF
R-26 (Sunrise) SF
R-27 (Sunrise) MF
(4) Lot 11
R-5 (Sunrise) SF
R-8 (Sunrise) SF
R-9 (PCe) SF
R-IO (PCe) MF
R-ll {PC C) MF
Page 36
3-44
EXHIBIT "F"
VILLAGE TWO
ACQUISITION DATE AND PURCHASE PRICE
ACQuisition
Lot# Owner Date Purchase Price
2 OtavRanch Village II-PC-13, LLC June 15,2006 32,536,739.73
4 Montecito Village, LLC. Jnne 22, 2007 AB Owner
5 Montecito Village, LLC June 22, 2007 AB Owner
6 Montecito Village, LLC July 23, 2009 $3,8 I 0,000
7 OtayRanch Village II-PC-15, LLC June 15,2006 $7,487,200.00
9 Montecito Village, LLC June 22, 2007 AB Owner
11 Village II of Otay HE SUB, GP June 15, 2006 Sunrise and PCC
14 Otay Project L.P. July 30, 1999 OPLP Owner
22 Otay Ranch II SUN 6/8, LLC June 15, 2006 $2,780,960.00
26 Village II of Otav HB SUB, GP June 15,2006 UDATT
31 Village II of Otay HE SUB, GP June 15,2006 UDATT
33 Village II ofOtavHB SUB, GP June 30, 2006 PCC
*UDA TT - undetennined at this time.
Page 37
3-45
EXHffiIT "G"
TIMING OF DEVELOPMENT
The Otay Ranch Village 2 project received several approvals in May of 2006. They
include approval of the Tentative Map, certification of the ErR, approval of the SPA Plan,
approval of PC District Regulations, and approval of the project's first Final "A" Map
and associated Subdivision Improvement Agreement and Supplemental Subdivision
Improvement Agreement.
The Village 2 community is broken down into four phases. These phases are identified as
Village 2 East, North, South, and West. They vary in size and number of dwelling units.
General timing of each phase:
EAST: Rough grading is complete, underground utilities are 95% complete and 65%
of the roads are paved.
NORTH: Rough grading is complete with the underground utilities 75% complete and
30% of the roads paved.
SOUTH: Mass grading permits have been obtained with grading of specific areas
anticipated summer 2010 with corresponding utilities to follow.
WEST: Rough grading is anticipated to start in summer 2010 with underground
utilities to follow.
Page 38
3-46
EXHIBIT "H"
The district includes the Developers ownership which has several levels of entitlements as
follows:
. City of Chula Vista General Plan designation of Planned Community (PC) (October
23, 1993).
. City ofChula Vista General Development Plan (GDP) (October 23, 1993).
. Environmental Impact Report for the Chula Vista General Plan and GDP, October 23,
1993. (Affinned by the California Superior Court, Court of Appeals and Supreme
Court. Chaparral Greens v. Baldwin Builders)
· Preannexation Development Agreement between the City of Chula Vista and Otay
Project, LLCMarch 4,1997 vesting the OtayRanch GDP.
. Otay Ranch final program EIR, Ogden, Dec. 1992
Technical Studies and Plans Completed for Village Two include:
. Summary of Existing Biological Resources Data for Otay Ranch Village Three,
prepared by Dudek & Associates, January 2006
· Biological Resources Report and Impact Assessment for Otay Ranch Villages Two
and Three, prepared by Dudek & Associates, February 2006
. A Report of An Archaeological Evaluation of Cultural Resources at the Otay Ranch
Village Two SPA, prepared by Brian Smith and Associates, February 3, 2004
· Air Quality Report for the Otay Ranch Villages Two and Three, Planning Areas I8B
and a Portion of Village Four SPA, prepared by RECON Environmental, Inc.,
December 19, 2005
. Revised Noise Technical Report for Otay Ranch Villages Two and Three, Planning
Area I8B & a Portion of Village Four, prepared by RECON Environmental, Inc.,
December 19, 2005
. Traffic Impact Analysis, Otay Ranch Village 2, 3 and Planning Area I8B, prepared by
Linscott, Law & Greenspan, November 22, 2005
. Preliminary Investigation, Otay Ranch Village Two, prepared by Geocon, Inc.,
August 18, 2003
. Phase 1111 Environmental Site Assessment, Otay Ranch Village 2, prepared by Geocon
Consultants, Inc., November 4, 2002
. Phase 1 Environmental Assessment, Otay Ranch Village Two East, prepared by
Geocon, Inc., June 30, 2004
. Master Drainage Study for Otay Ranch Villages 2, 3, and 4, prepared by Hunsaker &
Associates, July 14, 2005
· Overview of Sewer Service for Otay Ranch Villages Two and Three and a Portion of
4 and Planning Area I8b, prepared by Wilson Engineering, February 2006
· Overview of Water Service for Otay Ranch Villages 2 and 3, prepared by Wilson
Engineering, November 2005
Page 39
3-47
EXHIBIT "H" (Continued)
· Otay Ranch Villages 2, 3 and a Portion of 4 SPA Water Conservation Plan, prepared
by Wilson Engineering, February 2006
. Water Quality Technical Report for Otay Ranch Villages 2, 3 and 4, prepared by
Hunsaker & Associates, October 2S, 2005
· Otay Water District Water Supply Assessment and Verification Report, Otay Ranch
Village Two, Three and portions of Villages Four, Seven and Planning Area 18b
Sectional Planning Area Plan, prepared by Otay Water District, December 2003
. Otay Ranch Village Two, Three, and a Portion of Village Four Final Second Tier
Environmental Impact Report, prepared by City of Chula Vista, May 2006
Map and Plan Status:
. Village Two General Plan Amendment - Approved May 23, 2006
. Village Two Tentative Map - Approved May 23,2006
· Village Two "A" Map - Approved May 26, 2006
. Village Two SPA Plan - Approved May 23, 2006
. Village Two EIR - Final EIR May 2006
· Village Two Map Conditions issued
· Village Two Substantial Conformance Request to Amend Tentative Map - Amended
February 15, 2007
· Village Two Substantial Conformance Request #2 to Amend Tentative Map-
Amended December 13, 2007
· R13 "B" map approved
. RI4 "B" maps approved 9/20107
Approved Construction Drawings:
I. East
· Rough Grading and Storm Drain (OR-S05G) 6/8/06
· Backbone Improvements (OR-805!) 1217106
. Backbone Landscaping (OR0805I) 1011 0/07
. Slope Landscaping (OR-805G) 11/26/07
. La Media & Santa Venetia Pedestrian Bridge - waiting for bond
2. North
· Rough Grading and Storm Drain (OR-809G) 3/6/07
· Slope Landscaping (Phase I) (OR-809G) 10/10107
. Backbone Improvements (OR-808I) 4/27/07
· Backbone Landscaping (OR-808I) 11/26107
. Unit 2 Intract Improvements (OR-812!) 7/19/07
· Unit I Intract Improvements (OR-8Ill) 7/17/07
· Unit 2 Intract Landscaping (OR-SI 2!) 1/9/08
Page 40
3-48
EXHIBIT "H" (Continued)
3. South
. Mass Grading (OR-830G) 3/7/08
4. West
. Clear & Grub 2/2/07
. Rough Grading and Storm Drain (OR-841 G)-just waiting for bond
. Backbone Improvements (OR-84II) - just waiting for bond
5. Heritage Phase I
· Rough Grading and Stonn Drain (OR-807G) 11/16/06
. Slope Landscaping (OR-807G) 2/12/08
· Improvements (OR-807I) 2/20/07
· Streetscape (OR-807I) 2/12/08
Page 41
3-49
EXHIBIT "I"
PROPOSED FACILITY LIST
Improvements
Heritage Road - Olympic Parkway to Main Street
Rock Mountain Road - Heritage to La Media
Pedestrian Bridges
Backbone StreetslUtilitieslBus Shelters
Traffic Signals
Slope Landscaping
Environmental Mitigation
Facilities to be funded by Park Fee
Facilities to be financed by Public Facilities Development Impact Fee
Pipeline Relocation
Tbe City of Chula Vista will own and maintain all improvements with the exception of the waterlines
which will be owned by the Otay Water District.
Heritage Road and Rock Mountain Road are TDIF improvements on the proposed facility list.
Page 42
3-50
EXHIBIT "J"
Village Two Endangered Species Findings
Two species of plants, the Otay tar plant (Deinandra corljugens) and San Diego thorn mint
(Acanthomintha itlicifolia) which are both listed as endangered by the California Department of
Fish and Game (CDFG) and threatened by the U.S. Fish and Wildlife Service (USFWS) were
detected onsite. No other listed plant species were detected onsite. The San Diego thorn mint is
located within the Preserve portion of the project site and is not proposed to be impacted by
development. Take authorization for the Otay tar plant is conveyed through the Chula Vista
MSCP Subarea Plan, and has been exercised through clearing and grubbing that has occurred on
the site.
Recent wildlife surveys have confirmed the presence of 14 pairs of the federally-listed threatened
coastal California gnatcatcher (Polioptila californica californica), as well as several State
Species of Concern including sharp-shinned hawk (Accipiter straitus), white-tailed kite (Elanus
leucurus), coastal cactus wren (Campylorhynchus brunneicapillus cousei), mountain bluebird
(Sialia currucoides), southern California rufous-crowned sparrow (Aimophila ruficeps),
loggerhead shrike (Lanius ludovicianus), California homed lark (Eremophila alpestris actia), and
San Diego black-tailed jackrabbit (Lepus californicus bennettii). One raptor nest was observed
in the central portion of the Village Two site. Take authorization for the California gnatcatcher is
conveyed through the Chula Vista MSCP Subarea Plan, and has been exercised through clearing
and grubbing that has occurred on the site. Breeding season restrictions on clearing and grubbing
are required to avoid direct mortality to sensitive bird species.
The EIR was approved 5/23/06 and includes a Mitigation Monitoring and Reporting Program
that details required mitigation for impacts to sensitive species identified on the project site and
described above.
Page 43
3-51
EXHIBIT "K"
AB Finco 2007 and 2008 fmandals.
Page 44
3-52
Page 45
EXInBIT "K" (Continued)
AS FINCO, LLC
FINANCIAL STATEMENT
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
AS OF DECEMBER 31, 2007
WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
3-53
EXHIBIT "K" (Continued)
AS FINCO, LLC
INDEX TO FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
AS OF DECEMBER 31, 2007
Report of Independent Certified Public Accountants......................................1
Statement of Assets, Liabilities and Members'
Equity- Estimated Current Value Basis of Accounting...........................3
Notes to Financial Statemen!..... ......... .......................... ............. ..... .........A
Page 46
3-54
EXHIBIT "K" (Continued)
KIECKHAFBR SCHIFFER
COMP~1' LLP
C:f-~ 1 ~ f'D j';.'F.i;( -";C("OI. :'-:;,\"- r~
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Members of AB FINCO, llC:
We have reviewed the accompanying statement of assets, liabilities and members'
equity - estimated current value basis of accounting of AB FINCO, LlC (the
"Company") as of December 31, 2007, in accordance with Statements on Slandards for
Accounting and Review SeNices issued by the American Institute of Certified Public
Accountants. All information included in this financial statement is the representation of
the management of the Company.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
As described in Note 2, the financial statement has been prepared by management to
present the estimated current value basis of assets, liabilities and members' equity of
the Company, which is not intended to be a presentation in conformity with accounting
principles generally accepted in the United States of America. In addition, as more fully
described in Note 2, the estimated current value basis of accounting statement does not
purport to present the net realizable. liquidation or market value of the Company as a
whole. Furthermore, amounts ultimately realized by the Company from the disposal of
assets may vary significantly from the estimated current value basis presented.
Management has elected to omit the related statements of revenue and expenses,
changes in members' equity and cash flows included in financial statements prepared in
conformity with accounting principles generally accepted in the United States of
America. If the omitted statements were included with the statement, they might
infiuence the users' conclusions. Accordingly, this statement is not designed for those
who are not informed about such maiters.
a2D~ OAK CANYO~../ DRIVE, SUiTE 200, IRViNE, CA 92818
PHONE {949J 2:.50-3-900 FAX ;94'9) 250-2956 E-MA!L acc:owtltaf!ts@KSar:dCO.cvm
Page 47
3-55
EXHIBIT "K" (Continued)
Based on our review, we are not aware of any material modifications that should be
made to the financial statement referred to above in order for it to be in conformity
with the estimated current value basis of accounting.
This report is intended solely for the information and use of the members of the
Company and other knowledgeable financial parties as described in Note 2 and should
not be used for any other purpose.
Kitcth~ h~ i CMnfO.jll(j UP
KIECKHAFER, SCHIFFER & COMPANY LLP
May 1, 2009
frvine, California
Page 48
3-56
EXHIBIT "K" (Continued)
AS FINCO, LLC
STATEMENT OF ASSETS, LIABILITIES AND MEMBERS' EQUITY
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
AS OF DECEMBER 31, 2007
ASSETS
Cash and cash .equivalents
Investment in unconsolidated entities
Notes receivable and accrued interest - related parties
Reiated party receivables
$ 112,656
95,183,211
513,009,495
314,315
$ 608,619,677
LIABILITIES AND MEMBERS' EQUITY
LIABILITIES:
Accounts payable
Related party payables
Total liabilities and members' equity
$ 55,554
212,831
268,385
608,351,292
$ 608,619,677
MEMBERS' EQUITY
See accompanying notes and independent certified public accountants' report
Page 49
3-57
EXHIBIT "K" (Continued)
AB FINCO, LLC
NOTES TO THE FINANCIAL STATEMENT_
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
FOR THE YEAR ENDED DECEMBER 31, 2007
1. ORGANIZATION
AB FINCO, LLC, a Delaware limited liability company (the "Company"), was
formed on December 15, 2005. The primary business of the Company is to make,
purchase, and collect on loans as well as invest in other entities.
Profits, losses and distributable cash are allocated to the members in accordance
with the Company Operating Agreement. The members' rights, preferences, and
privileges are disclosed in the Company Operating Agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation
The statement has been prepared by management to present the estimated
current value basis of assets, liabilities and members' equity of the Company,
which is not intended to be a presentation in conformity with accounting principles
generally accepted in the United States of America. Management believes that
current value information provides more meaningful information to the specified
users ofihe financial statement including lenders, bonding agencies, and investors
who are contemplating entering into a transaction with the Company.
The presentation of estimated current value basis of accounting by the Company
differs from accounting principles generally accepted in the United States ("GAAP")
as follows:
· Equity investments in unconsolidated entities that are not actively traded
wOlJld generally be recorded at cost under GMP.
· Notes receivable may be recorded at fair value under GMP; however, fair
. values may differ from estimated current vales as determined by the
Company as discussed below.
The estimated current value of the assets and !iabiiities presented do not represent
their liquidation values. Further, the estimated current value basis of accounting
statement of assets, liabilities and members' equity is not intended to measure the
net realizable value or market value of the Company taken as a whole; rather, the
estimated current value basis of accounting statement of assets, liabilities and
members' equity presents the estimated current values of those assets and
liabilities included in the cost basis statement of assets, liabilities and members'
Page 50
3-58
-----..,-.--
EXHIBIT "K" (Continued)
equity and does not reflect other factors which may impact the market value of the
Company taken as a whole.
In addition, amounts ultimately realized by the Company from the disposal of
assets may vary significantly from the estimated current value presented.
b. PrinciDles of Valuation
There are no readily observable market prices for the Company's notes receivable
and equity investments. Accordingly, the Company internally determined the
estimated current values.
The estimated current value of the notes receivable was based on an analysis of
each note's payment terms and interest rates, current land values that support
various notes receivable and guarantees, as necessary, to address non-
performance risk.
The estimated current value of the investment in unconsolidated entities is based
on management's estimate of the current values of the underlying land, debt
obligations, and the exchange value of three of the investments in 2008 (see note
6) to affiliated entities.
Other assets and liabilities are presented at their historical income tax basis
amounts as these amounts do not differ materially from their estimated current
values.
c. Concentration of Credit Risk
The Company's financial instruments that potentially expose the Company to a
concentration of credit risk consist of cash and notes receivable. From time to
time, the Company maintains cash balances at certain institutions in excess of the
Federal Deposit Insurance Corporation ("FDIC") limit. As of December 31 , 2007,
the Company did not have any cash that was in excess of the FDIC insurance
limits.
The Company had notes receivable from affiliated entities in the amount of
$513,009,495 as of December 31, 2007 (see Note 3). The Company consistently
reviews the cOllectability of its receivables and provides an allowance for doubtful
accounts when appropriate. Such allowances are included in the current values
assigned to the notes receivable.
The property underlying the notes receivables and the property held in the
investment entitles is located in Southem California. Accordingly, there is a
geographic concentration of risk subject to fluctuations in the local economy.
Additionally, the Company's operations are dependent upon the real estate industry,
which is historically subject to ffuctuations in the local, regional, and national
economies.
Page 51
3-59
----._-- ----,-~--
EXHIBIT "K" (Continued)
d. Income Taxes
Under provisions of the Internal Revenue Code ("IRC") and applicable state laws,
limited liability companies are generally not subject to income taxes. Accordingly.
no provision has been made for such taxes in the Company's financial statement
as the members report their share of the Compa'ny's income or loss in their income
tax returns.
e. Use of Estimates
The preparation of the financial statement in conformity with the estimated current
value basis of accounting requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statement.
Significant estimates include, but are not limited to, the valuation of all notes
receivables and related investments. Actual results could differ from those
estimates.
3. NOTES RECEIVABLE
The estimated current values of the notes receivable. together with accrued
interest, as of December 31, 2007, are as follows:
Unsecured loan to South wind Development, LLC, bearing
interest at 9.173%, matures December 14, 2020, quarterly
interest only payments due through December 14, 2008,
thereafter no payments due until maturity
$
53,604,484
Unsecured loan to Pacifica Investments, LLC, bearing
interest at 9.173%, matures December 14, 2020, quarterly
interest only payments due through December 14, 2008,
thereafter no payments due until maturity
53,590,964
Unsecured loan to Otay Ranch Development, LLC, bearing
interest at 9.173%, matures December 14, 2020, quarterly
interest only payments due through December 14, 2008,
thereafter no payments due until maturity
30,792,550
Unsecured loans to affiliates of Sunrise Pacific Construction,
Inc, and Pacific Coast Communities, Inc, bearing interest at
9.6523%, matures June 14,2016, semi- annual interest only
payments due through June 14, 2009, thereafter no
payments due until maturity, 20% guaranteed by a member
ofthe Company
237,788.629
Unsecured loans to affiliates of Sunrise Pacific Construction,
Inc, and Pacific Coast Communities, Inc, bearing interest at
9.0483%, matures November 18, 2008, subject to a two
Page 52
3-60
EXHIBIT "K" (Continued)
year extension, an option of borrowers, principal and interest
payments are due as lots are sold, 100% guaranteed by a
member of the Company
73,108,513
Unsecured loans to Pacifica Investments, LLC, floating
interest rate resets quarterly based on the 3 month Libor,
rate at December 31,2007, vary from 4.9412% to 5.2144%,
loans are payable on demand
51,639,765
Unsecured loans to Otay Project, L.P. interest rates vary
from 8.2087% to 9.5530%, maturities vary from July 1,2012
to December 19,2012, no payments due until maturity
11,722,782
Unsecured loan to Quail Meadows Properties, LLC, floating
interest rate resets annually based on the Prime Rate
(8.25% as of December 31, 2007), payable on demand
761,808
$
513,009,495
Summary of future maturities of notes receivable and accrued interest as of
December 31,2007 are as follows:
2008
2009
2010
2011
2012
Thereafter
$
127,256,796
11,722,782
374,029,917
$ 513,009,495
4. INVESTMENT IN UNCONSOLIDATED ENTITIES
AB FINCO, LLC holds a 45% interest in Village Nurseries Wholesale, LLC, a
California limited liability company ("VNW"), a 44.415% interest in Village Nurseries
L.P., a California limited partnership ("VN"), a 90% interest in Glenn Ranch, LLC, a
Delaware limited liability company ("Glenn Ranch"), and a 35% interest in Carmel
Valley Partners I, a Califomia general partnership ("CVPI") (see note 6).
The operations of VNW consist of growing, selling, and distributing nursery
products at wholesale to the nursery and landscaping industries throughout the
western United States. The operations of VN consist of selling nursery products to
landscape contractors and walk-in retail customers primarily in the Southern
California area. The operations of Glenn Ranch consist of land development
activities in the Portoia Hills Project in Lake Forest, California, and the Otay Ranch
Page 53
3-61
EXHIBIT "K" (Continued)
Project in Chula Vista, California. CVPI owns a shopping center located in San
Diego, California.
The estimated current values of these entities as of December 31,2007 are as
follows:
Village Nurseries Wholesale, LLC
Village Nurseries, LP
Glenn Ranch, LLC
Carmel Valley Partners I
$ 9,151,175
3,833,538
64,348,498
17,850,000
$ 95,183,211
Unaudited condensed, combined income tax method of accounting financial
information of VNW, VN, Glenn Ranch, and CVPI is as follows as of December 31,
2007, and for the year then ended:
ASSETS:
Cash $ 710,674
Accounts and notes receivable 6,314,529
Due from related parties 6,145,574
Land and property, net 16,401,658
Inventory 40,638,664
Investment in unconsolidated entities 143,024,610
Fair market value adjustment 16,942,393
Other 1,121,064
$ 231,299,166
LIABILITIES AND CAPITAL:
Accounts payable and accrued liabilities $ 4,854,650
Line of credit 16,257,271
Due to related parties 27,220,476
Notes payable 4,991,241
Other 10,691
Capital 177,964,837
$ 231,299,166
5. RELATED PARTY TRANSACTIONS
A majority of the transactions are with affiliated entities.
During the year, AS FINCO made additional loans to affiliated entities in the
amount of $50,411,598 and received principal and interest payments of
$49,045,357 from affiliated entities.
Page 54
3-62
EXHIBIT "K" (Continued)
6. SUBSEQUENT EVENTS
On January 1,2008 AS FINCO purchased an additional 15% interest in CVPI from
a related entity for zero down and an UnSecured promissory note in the amount of
$7,650,000. On January 1, 2008 AS FINCO exchanged its investment in VN and
VNW to an affiliated entity.
During 2008, the United States and world economies have experienced significant
and unusual turmoil in credit markets and reductions in economic growth.
Correspondingly, assets values for both liquid marketable financial instruments and
more long-term assets, such as real estate, have generally experienced material
declines in value in both domestic and international markets. The decline in real
estate prices may inadvertently affect the current value of the Company's notes
receivable and equity investments. The effects of these macro-economic factors
on the current values of the Company's assets have not been quantified, but
ultimately could be material to the Company's financial statement.
Page 55
3-63
"-
(
EXHIBIT "K" (Continued)
AB FINCO, LLC
FINANCIAL STATEMENT-
ESTIMATED CURRENT VALVE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
AS OF DECEMBER 31,2008
Page 55A
3-64
,-
\,
~
([
EXHIBIT "K" (Continued)
AB FINCO, LLC
INDEX TO FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
AS OF DECEMBER 31, 2008
Statement of Assets, Liabilities and Members' Equity-
Estimated Current Value Basis of Accounting (Internally Prepared).uuuuuuu.u.u..",u. I
Notes to the Financial Statement .uuuu...u.u.uuu...uu.u.uu..uuuu.....u.uuuu..u...uu.uuu. 2
Page 55B
3-65
EXHIBIT "K" (Continued)
AB FINCO, LLC
STATEMENT OF ASSETS, LIABILITIES AND MEMBERS' EQUITY
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
AS OF DECEMBER 31, 2008
ASSETS
Cash and cash equivalents
Notes receivable and accrued interest - related parties
Investments in unconsolidated entities
Related party receivables
Loan fees, net
$ 14,080,047
547,006,411
52,677,715
366,983
162,236
$ 614,293,392
LIABILITIES AND MEMBERS' EQUITY
Line of credit
Notes payable and accrued interest - related parties
Total liabilities
$ 254,658
10,310,065
10,564,723
603,728,669
$ 614,293,392
Members' equity
Page J
The accompanying notes are an integral part of stt21ement.
Page SSC
3-66
EXHIBIT "K" (Continued)
AD FlNCO, LLC
NOTES TO THE FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
1. ORGANIZATION
AB FINCO, LLC, a Delaware limited liability company (the "Company"), was formed on
December 15, 2005. The primary business of the Company is to make, purchase, and
collect on loans, as well as invest in other entities.
Profits, losses and distributable cash are allocated to the members in accordance with the
Company Operating Agreement. The members' rights, preferences, and privileges are
disclosed in the Company Operating Agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The statement has been prepared by management to present the estimated current value
basis of assets, liabilities and members' equity of the Company, which is not intended to be.
a presentation in conformity with accounting principles generally accepted in the United
States of America ("GAAP"). Management believes that current value information
provides more meaningful information to the specified users of the fmancial statement
including lenders, bonding agencies, and investors who are contemplating entering into a
transaction with the Company.
The presentation of estimated current value basis of accounting by the Company differs
ITom GAAP as follows:
. Notes receivable may be recorded at fair value under GAAP; however, fair value
may differ ITom estimated current value as determined by the Company as discussed
below.
. Investments in unconsolidated entities that are not actively traded would generally
be recorded at cost under GAAP.
The estimated current values of the assets and liabilities presented do not represent their
liquidation values. Further, the estimated current value basis of accounting statement of
assets, liabilities and members' equity is not intended to measure the net realizable value or
market value of the Company taken as a whole; rather, the estimated current value basis of
accounting statement of assets, liabilities and members' equity presents the estimated
current values of those assets and liabilities included in the cost basis statement of assets,
liabilities and members' equity and does not reflect other factors which may impact the
market value of the Company taken as a whole.
In addition, amounts ultimately realized by the Company ITom the disposal of assets may
vary significantly ITom the estimated current value presented.
Page 2
Page 55D
3-67
EXHIBIT "K" (Continued)
AD FINCO, LLC
NOTES TO THE FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERN ALL Y PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Principles of Valuation
There are no readily observable market prices for the Company's notes receivable and
investments. Accordingly, the Company internally determined the estimated current
values.
The estimated current value of the notes receivable and accrued interest - related parties
was based on an analysis of each note's payment terms, interest rates, and collectability,
and discounted to reflect current land values and guarantees as necessary, to address non-
performance risk.
The estimated current value of the investments in unconsolidated entities is based on
management's estimate of the current values of the underlying land and debt obligations.
Other assets and liabilities are presented at their historical income tax basis amounts as
these amounts do not differ materially ITom their estimated current values.
Concentration of Risk
The Company's fmancial instruments that potentially expose the Company to a
concentration of credit risk consist of cash and notes receivable. The Company places its
cash with institutions management believes are of high credit quality. From time to time,
the Company maintains cash balances at certain institutions in excess of the Federal
Deposit Insurance Corporation ("FDIC") limits.
The Company had notes receivable and accrued interest - related parties in the amount of
$547,006,411 as of December 31,2008 (see Note 3). The Company consistently reviews
the coIlectability of its receivables and provides an allowance for doubtful accounts when
appropriate. Management believes that the Company will collect all receivables as of the
financial statement date, and accordingly, the accompanying financial statement does not
include an allowance for doubtful accounts.
The property underlying the notes receivable and the property held in the investment
entities are located in Southern California. Accordingly, there is a geographic
concentration of risk subject to fluctuations in the local economy. Additionally, the
Company's operations are dependent upon the real estate industry, which is historicaIly
subject to fluctuations in the local, regional, and national economies.
Income Taxes
Under provisions of the Internal Revenue Code ("IRC") and applicable state laws, limited
liability companies are generally not subject to income taxes. Accordingly, no provision
has been made for such taxes in the Company's financial statement as the members report
their share of the Company's income or loss in their income tax returns.
Page 3
Page 55E
3-68
EXHIBIT "K" (Continued)
i'
AB FINCO, LLC
NOTES TO THE FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
2. SUMMARy OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of the financial statement in conformity with the estimated current value
basis of accounting requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the fmancial statement. Significant estimates include, but are not limited to, the
valuation of aH notes receivables and related investments. Actual results could differ ITom
those estimates.
3. NOTES RECEIVABLE AND ACCRUED INTEREST - RELATED PARTIES
The estimated current value ofthe notes receivable and accrued interest - related parties as
of December 31, 2008 is as foHows:
Unsecured loan to Southwind Development, LLC; bearing interest at
9.173 %; matures December 14, 2020; no payments due until maturity $ 52,749,124
Unsecured loan to Pacifica Investments, LLC; bearing interest at 9.173%;
matures December 14, 2020; no payments due until maturity 52,735,825
Unsecured loan to Otay Ranch Development, LLC; bearing interest at
9.173%; matures December 14,2020; no payments due until maturity 30,993,260
Unsecured loans to affiliates of Sunrise Pacific Construction, Inc, and Pacific
Coast Communities, Inc; bearing interest at 9.6523%, matures June 14,2016;
semi-annual interest only payments due through June 14,2009; thereafter,
no payments due until maturity; 20% guaranteed by a member of the
Company 210,181,548
Unsecured loans to affiliates of Sunrise Pacific Construction, Inc, and Pacific
Coast Communities, Inc; bearing interest at 9.0483%; matured November 18,
2008; principal and interest payments are due as lots are sold; new terms
under negotiation; 100% guaranteed by a member of the Company 71,049,346
Unsecured loans to Pacifica Investments, LLC; floating interest rate resets
quarterly based on the 3 month LIBOR; rates at December 31, 2008 vary
ITom 1.7808% to 1.8888%; payable on demand 62,81'6,254
Page 4
Page SSF
3-69
EXHIBIT "K" (Continued)
AB FlNCO, LLC
NOTES TO THE FINANCIAL STATEMENT _
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
3. NOTES RECEIVABLE AND ACCRUED INTEREST - RELATED PARTIES
(continued)
Unsecured loans to Otay Project, L.P.; interest rates vary tram
8.2087% to 9.5530%; maturities vary tram July 1,2012 to December 19,
2012; no payments due until maturity
15,946,947
Unsecured loans to Quail Meadows Properties, LLC; floating interest rate
resets annually based on the Prime Rate; rate on this note at December 31,
2008 was 5.00%; payable on demand
2,307,647
Unsecured loan to Montecito Village, LLC; bearing interest at 4.5%;
matures December 31, 2018; interest only payments due annually on
December 31 st
15,135,316
Unsecured loan to Portola AB Family HoldCo, LP; bearing interest at the
Prime Rate as announced by First Bank & Trust; rate on this note at
December 31, 2008 was 7.25%; matures January 7, 2009; principal and
interest due at maturity .
12,909,624
Unsecured loans to various affiliates; bearing interest at various rates;
payable on demand
20,181,520
$547,006,411
Summary of future maturities of notes receivable and accrued interest - related parties as of
December 31, 2008 are as follows:
2009
2010
2011
2012
2013
Thereafter
$169,264,391
15,946,947
361,795,073
$547,006,411
Page 5
Page SSG
3-70
EXHllilT uK" (Continued)
AB FINCO, LLC
NOTES TO THE FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
4. INVESTMENTS IN UNCONSOLIDATED ENTITIES
The Company holds a 90% interest in Glenn Ranch, LLC, a Delaware limited liability
company ("Glenn Ranch"), and a 50% interest in Carmel Valley Partners I, a California
general partnership ("CVPf').
The operations of Glenn Ranch consist of land development activities in the Portola Hills
Project in Lake Forest, California and the Otay Ranch Project in Chula Vista, California.
CVPI owns a shopping center located in San Diego, California.
The estimated current values of the Company's investments in unconsolidated entities as of
December 31, 2008 are as follows:
Glenn Ranch, LLC
Carmel Valley Partners I
$37,025,007
15,652,708
$52,677,715
5. LINE OF CREDIT
The tenus of the line of credit are as follows:
Secured $30,000,000 loan ITom First Bank & Trust; floating interest rate
resets based on the Prime Rate plus 0.50%; rate at December 31, 2008 was
5.5%; matures on January 11, 2011 and provides for two 6 month extensions;
interest payable monthly; undrawn balance of$29,745,342
$ 254,658
6. NOTES PAYABLE AND ACCRUED INTEREST - RELATED PARTIES
The tenus of the notes payable and accrued interest - related parties are as follows:
Unsecured loan ITom Marlin Development, LLC; bearing interest at
3.00%; payable on demand
$ 530,501
Unsecured loan ITom Otay Project, LP; bearing interest at 7.450%;
matures December 31, 2012; interest shall be compounded and paid annually
on December 31 of each year
8,227,841
Page 6
Page 55H
3-71
EXHIBIT "K" (Continued)
AB FINCO, LLC
NOTES TO THE FINANCIAL STATEMENT-
ESTIMATED CURRENT VALUE BASIS OF ACCOUNTING
(INTERNALLY PREPARED)
FOR THE YEAR ENDED DECEMBER 31, 2008
6. NOTES PAYABLE AND ACCRUED INTEREST - RELATED PARTIES
(continued)
Unsecured loan ftom Oriole Management, LLC; bearing interest at
7.450%; matures December 31, 2018; interest shall be compounded and paid
annually December 31 of each year
1,551,723
$ 10,310,065
7. RELATED PARTY TRANSACTIONS
A m.qority of the transactions are with affiliated entities.
For the year ended December 31, 2008, the Company made additional loans to related
parties in the amount of $111,784,303 and received principal and interest payments of
$48,919,155 trom related parties.
8. SUBSEQUENT EVENTS
In 2009, the United States and world economies have continued to experience significant
and unusual turmoil in credit markets and reductions in economic growth.
Correspondingly, assets' values for both liquid marketable financial instruments and more
long-term assets, such as real estate, have generally experienced material declines in value
in both domestic and international markets. The decline in real estate prices may
inadvertently affect the estimated current values of the Company's notes receivable and
investments. The effects of these macro-economic factors on the estimated current values
of the Company's assets have not been quantified, but ultimately could be material to the
Company's financial statement.
Page 7
Page 55!
3-72
EXHIBIT "L"
Existing Trust Deeds, Loans and Construction Financing on Project
OWNER Parcel Lender Loan Amount Lender's Address
Montecito Village, LLC C-I 4301 MacArthur Blvd. 2"' Floor,
First Bank & Trust $30,000,000' Newport Beach, CA 92660
Otay Ranch Village II Sun 12, LLC R-12 4301 MacArthur Blvd. 2"' Floor,
First Bank & Trust $30,000000' Newoort Beach, CA 92660
Otay Ranch Village II PC-l3, LLC R-l3 4301 MacArthur Blvd. 2"' Floor,
First Bank & Trust $30,000,000' Newoort Beach, CA 92660
*Loan Encumbers C-l, R-12 and R-13
Page 56
3-73
EXHffiIT "Moo
VILLAGE TWO
PROPERTY TAX BILLS
Outstanding
Prior Year
Villa2e 2 APN's PlanniM Area Villa2e 2 Acrea.e Taxes 2009/2010 Tax
644-310-01 East - R-12 11.98 $0.00 $282,074.30
644-310-02 East - R-12 12.41 $0.00 $291,115.18
644-310-03 East - R-13 10.39 $0.00 $289,226.86
644-310-16 East - R-14 9.32 $0.00 $246,300.94
644-310-17 East-R-14 3.52 $0.00 $0.00
644-310-08 East - R-15 8.26 $0.00 $68,967.90
644-310-09 East - MD-2 2.40 $0.00 $16,379.68
644-310-05 East - MD-3 4.30 $0.00 $33,179.16
644-310-11 North - R-5, R-8, R-9, R-l0, R-ll 44.22 $0.00 $746,500.12
644-311-10 North - R-6 1.42 $18,359.21 $24,262.72
644-313-03 South - R-16, R-17, R-19, R-20,
R-21,R-25,R-26,R-27 58.83 $382,213.37 $457,364.92
644-313-05 South - R-18A 4.46 $0.00 $2,836.35
644-311-02 South - MD-I 1.80 $0.00 $16,074.50
644-312-01 . West-R-4 48.18 $431,616.13 $389,547.96
644-310-06 C-I 15.20 $0.00 $94,161.96
Total 236.62 $832,188.71 $2 957,992.46
I" and 2"d installments for 2009/2010 taxes due 12/1 0/09 and 4/12/10, respectively. Property tax appeals have been
filed on the outstanding prior year taxes.
Page 57
3-74
--....---... ............... ....'-'U""'J .. ...........
EXHIBIT ''M'' (Continued)
l'age I 01"4
BmI ertnt
1012912009
Secured Property Tax Details
Toll Free:
Fax:
Pay Online:
(877) TAX4SDC {8....732J
(Sit) 531-8058
WWW~Jtcom
PROPERTY AODRESS . DESCRIPTION _ SUBDIVISION
CURRENT OWNER
MalRng and Situs Add,... Cannot Be Shown In Compliance To
Government Code Section 8254.21
MAP NO DESCRIPTION VALUeS
01 S350 Land 24600000
DOCUMENT NO Improvements 0
426866 TOTAL L&I 24600000
DOCUMENT DATE Personal 0
p",-
06115106
ExemptIons:
Homeowners 0.00
0111... 0.00
Net Taxable Value 24600000
OwnQrofRecord
sa of Jan 1.2(108
OTAY RANCH II SUN 12 L L C
PARCEL NO
TAX RATE
AREA
CORTAC NO' FIRST + SECOND
INSTALLMENT INSTAlLMENT
TOTAL DUE
644-31Q-01...()O
01,..
141037.15
141037.15
282074.30
YOUR TAX DISTRIBUTION
AGENCY SASE RATE TAX. AMOUNT
1% TAX ON NET VALUE ""7 1,00000 246GOO.OO
VOtER APPROVED BONDS
GEN BOND CHULA NET 0.00000 0.00
VISTA ElEM SCHOOL
1999A
GEN BOND CHULA NET 0.00000 0.00
VISTA ELEM SCHOOL
20006
GEN BOND CHULA NET 0.00158 388.6S
VISTA ElEM SCHOOL
1998C
GEN BOND CHULA NET 0.00231 ,"".2.
VISTA E'EM SCHOOL
Page 57-1
3-75
...._-----..................JU.....IJWI.J y.......... EXHIBIT "M" (Continued) nge:.: Of4
GEN BOND CHULA NET 0.00248 810.08
VISTA ELEM SCHOOL
19&5E
GEN BOND CHUu\ NET 0.00315 774.90
VISTA EL.EM SCHOOL
1998F
GEN BONO CHULA NET 0.00350 861.00
VISTA ELEM SCHOOL
''''G
GEN BONO CHULA NET 0.00480 1131.60
VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND NET 0.00469 1153.74
SINEETWATER 200M
HIGH SCHOOL BOND NET 0.00859 1621.14
SWEETWATER 20008
HIGH SCHOOL BOND NET 0.00991 2437.86
S1NEETWA TER 2OO0C
HIGH SCHOOL BOND NET 0.02502 6164.92
SWEElWATER. PROP
O-ELECTlON 2006
SQUTHlNESTERN NET 000538 1323.48
COMMUNJ'N" COLLEGE
BOND 2000
SOUTHWESTERN NET 0.00000 0.00
COMMUNITY COLLEGE
BOND 200012004
SOUTHWESTERN NET 0.00782 1923.72
COMMUNJTY COLLEGE
BONO 2OO5B REF
OTAY WATER IMP DIST NET 0.00500 f230.00
NO 27 . DEBT SERVICE
MWD Df5 REMAINDER NET 0.00430 1057.80
OF SDCWA
15019999
TOTAL ON NET VALUE 1.08633 267237.00
FIXED CHARGED ASSMTS: PHONE
CFO 98+1 OTAY PROJ 1613.08
CFD 97~2 2154.10
VECTOR DISEASE CTRL 1.48
MOSQUITO SURVEllLANC 2.28
CWA WTR AVAILABILITY 119.80
WATER AVAILABilITY 359.40
MWD WTR STANDBY CHRG 137.S8
CFD13MORVlG2 1037.14
TOTAL ON FIXED CHARGES 5425.18
TOTAL AMOUNT 282074.30
San Diego County 2008.2009 Secured Property Tax For Flecal Year
Beginning July 1,2009 and EndIng June 30,2010
Due Date Delinquent After Status Amount
Arst Installment 12/1012009 12110J:200s DUE 141037.15
-. . --
Second Installment 04/12/2010 0411212010 DUE 141037.15
Total 282074.30
Page 57-2
3-76
-----..--&.1 .&_~.
l'age 1014
EXlDBIT "M" (Continued)
10/2912009
Secured Property Tax Details
Toll Free:
Fax:
Pay Online:
(877) TAX4SOC (828-4732)
(618) 631_
www.~... Dnm
PROPERTY ADDRESS - DESCRIPTION _ SUBOMSION
CURRENT OWNeR
MaRing and SItus Add..... Cannot Be Shown In CompUence To
Govemment Code Sadlon 6254.21
MAp NO CESCRJPTION VALUES
015350 Land 2S5ooooo
DOCUMENT NO Improvements 0
428'" TOTAL L&I
25500000
DOCUMENT DATE Person'" 0
."""'''''
06115106
Exemptions:
Homeowners 0.00
other 0.00
Net Taxable Value 25500000
Owner of Record
as of Jan 1,2008
OTAY RANCH II SUN 12l L C
PARCEL NO
TAX RATE
AREA
CORTAC NO ARST + SECOND
INSTALLMENT INSTALLMENT
TOTAL DUE
644-310-02-00
0'262
145557.59
145557.59
291115.18
YOUR TAX DISTRIBUTION
AGENCY BASe RATE TAX AMOUNT
1% TAX ON NET VALUE NET 1.00000 25$000.00
VOTER APPROVED BONDS
GEN BOND CHUtA NET 0.00000 0.00
VISTA ELEM SCHOOL
1999A
GEN BOND CHUlA NET 0.00000 0.00
VISTA ElEM SCHOOL
20008
GEN BOND CHULA NET 0.00158 402.90
VISTA ELEM SCHOOL
199BC
GEN BOND CHULA NET 0.00231 589.05
VISTA ELEM SCHOOL
Page 57-3
3-77
. ~Q.,5"'''" Uj,.,.
EXHIBIT "M" (Continued)
GEN BOND CHULA NET 0.00248 832.40
VISTA REM SCHOOL
1998E
GEN BOND CHUtA NET 0.00315 603.25
VISTA ElEM SCHOOL
1998F
GEN SOND CHULA NET 0.00350 892.50
VISTA ELEM SCHOOL
1995G
GEN BOND CHULA NET 0.00460 1173.00
VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND NET 0.00489 1195.95
SWEETWATER 2000A
HJGH SCHOOL BOND NET 0.00659 1690.45
SWEETWATER 2000B
HIGH SCHOOL BOND NET 0.00991 2527.05
SWEIm'VATER 2000C
HIGH SCHOOL BOND NET 0,02502 6380.10
SWEETwATER, PROP
Q-ELECTJON 2008
SOUTHWESTERN NET 0.00538 1371.90
COMMUNITY COLLEGE
BOND 2000
SOUTHWESTERN NET 0.00000 0.00
COMMUNI1Y COLLEGE
BOND 200012004
SOUTHWESTERN NET 0.00782 19S4.1a
COMMUNITY COLLEGE
BOND 20058 REF
MWD DIS REMAJNDER NET 0.00430 1095.50
OF SOCWA
15019999
TOTAL ON NET VALUE 1.08133 275739.00
FIXED CHARGED ASSMTS: PHONE
MWD WTR STANDBY CHRG 142.82
MOSQUITO SURVEllLANC 2.28
VECTOR DISEASE CTRL 1.48
crn 13M 0 R VlG 2 1074.38
CFD 98-1 DTAY PROJ 1670.98
cm 97-2 2231.42
CWA WTR AVAILABIUlY 124.10
WATER AVAIlABILITY 372.30
TOTAL ON FIXED CHARGES 5619.74
TOTAL AMOUNT 291115.18
San Diego County 2008-2009 Secured Property Tax For Fiscal Year
BeginnIng July 1,2009 and Ending June 30,2010
Due Date Delinquent After Sfatus Amount
First Installment 12f10J20Q9 12/1012009 DUE 145557.59
Second Installment 0411212010 0411212010 DUE 145557.59
I
, ---
,
! Page 57-4
I
3-78
SecuredPrOpDetailPrint
EXHIBIT "M" (Continued)
TQiI i'"r",e.
(619} 531 ~056
(877) TAX4SDC (829-4732)
Ft>~.'
Pay Onrirr~:
WWW 5dtmaMax.c:nm
PARCEL I~O
.'"A;{RATE
",REA
01266
'";;)RT..t..C ,\)0 FJRS"r SEC8J;!{)
\);oTii.!.i. ".~!.::!';1' '~"T !j.~.U-.~E.~'r
144613.43 144613.43
644-310..03-00
Secured Property Tax Details
-:'3ROPERTi' ADDRESS - D-ESC!UPTION_
SUBDIVISIQN
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Sl!!'ction 6254.21
,,,M.P I~C.
OESCRiPTiC>N
0,571'7
Land
COCUMENi~Ofmprnv~n~
425884
TOTAL l&1
OOCIJ~'1f.'NT Dt:,p,ersonaf
Properly
06/15/05 Exemptions:
Homeowners
Other
'.;,t,WE
$
25300000
25300000
o
$
,
Net TaXi'lble Value 25300000
'=Utrf;nt O\o.;nr;:; OTAY RANCH VILLAGE II PC-13 LtC
.
;Jww"r {;I
~~::6r(! Ji";r, 1. OTAY RANCH VILLAGE II PC-13 LLC
20fi$
(OUR Tp,X DtSTRtSUT,GN
AGENC'r'
1% TAXON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA VISTA ELEN SCHOOL
1999A
GEN 80ND CHULA VISTA REM SCHOOL
20008
GEN BONO CHULA VISTA ELEM SCHOOL
1998C
GEM BONO CHULA. VISTA ELEN SCHOOL
19980
GEN BOND CHULA VISTA ELEM SCHOOL
199BE
GEN BOND CHULA VISTA REM SCHOOL
1998F
GEN BOND CHU.lA VISTA ELEN SCHOOL
1998G
GEN BOND CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL 80ND SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 20008
HIGH SCHOOL 80ND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER, PROP
O-ELECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
80ND 2000
a.~'SE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
~i"TE
1.00000
0.00000
0.00000
0.00191
0.00277
0.00301
0.00384
0.00427
0.00927
0.00593
0.00753
0.01311
0.02923
0.00555
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Page 58
3-79
T.JT AL DUE
289226.86
T.rt.^ JH,~OU~H
253,000.00
0.00
0.00
483.22
700.80
761.52
971.52
1080.30
2345.30
1500.28
1905.08
3316.82
7395.18
1404.14
9/27/0910:27 AM
Page lof2
Secured ProPDet ail Print
EXHIBIT "M" (Continued)
9/27/0910:27 AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COM..UNITY COLLEGE
BOND 2005B REF
SOUTHWESTERN COM" COLL-PROP R
11/04/08 SER 2009A
SOUTHWESTERN CO.... COLL-PROP R
11/04/0B SER 2009B
OTAY WATER IMP OlST NO 27-DEBT
SERVICE (WATER)
MWO DIS REMAINDER OF SDCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMlS:
CWA WTR AVAILABILITY
858-522-6900
CFD 98-1 OTAY PROJ
800-676-7516
MOSQUITO SURVEILlANC
800-273-5167
CFO 97-2
800-676-7516
CFO 13M 0 R VLG2
800-676-7516
MWO WTR STAN08Y CHRG
866-B07-6864
WATER AVAILABILITY
619-670-2712
VECTOR DISEASE CTRL
800-273-5167
TOTAL A"OUNT
0.00000 0.00
0.00937 2370.60
0_00489 1237.16
0.01461 3696.32
0.00500 1264.99
0.00430 1 087.90
1.12459 284521.12
PHONE
103.90
1398.98
2.28
1 868.20
B99.48
119.58
311.70
1.48
289226.86
San Diego County 2009-2D10 Secured Property Tax
For Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or both boxes 10 Indicate which inmllments(s) you will bf! paYing online_ Then click Add Selel::ted rnstallment(s)
to Cart fo continue. The second installment can be paid at the same lime or after the first instaUment.
Installment Ohe D.at.. De~:~r't .'~fn(H.mi
First Fnstal/ment
&!cond Insfarlment
Total
1211Q'2009
0411212010
121'1012009
0411212010
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Page 59
3-80
144,613.43
144,613.43
289,226.86
SecuredPropDetaH Print
EXIDBIT "M" (Continued)
9/27/0910:43 AM
Secured Property Tax Details
r"!I Free:
(619) 531-6056
(877) TAX4SDC (829-4732)
WHw.sdtreastax.com
PROPERTY ADORESS - DESCRIPTION_
5tH3DIVISI0N
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Section 6254.21
F<!-;c
P3y On!iw.:':
'~.6_p NO
DESCP.!PTfmt
','.(lUE
(115519
Land
$
21200000
DOCU:{:1:N, \Ji) rmprovements
.
386009
TOTAll&/
21200000
)OCUMda [J,!i.l?'etsonal
Property
05/31/06 Exemptions:
.
Homeowners
$
.
Other
.
Net Taxable Value 21200000
CW'~'}1 C'~<!f!"" OTAY RANCH EIGHTEEN LLC
OWner Of
'>:,;(;crd J"n t OTAY RANCH EIGHTEEN LLC
.2009
P.i.<.RCEL NO
TA;': ?:t;'E
ARE,!!:.
01265
G('R,r"'C'If'
;o!R$T
:1'.'~F.l!.lLMEf~'T
SECOND
!i'lS',ALLMEi-,1T
12:3150.47
f()T~L Du[;:
644-310_16..QO
AGE~JC\'
123150.47
. ",<,;~. ,...;., i.ii:::; ~.~j80Tlor~
BA.SE
246300.S4
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA VISTA ELEM SCHOOL
1999A
GEN BOND CHULA VISTA ELEM SCHOOL
2000B
GEN BOND CHULA VISTA ELEM SCHOOL
1998C
GEN BOND CHULA VISTA ELEM SCHOOL
19980
GEN BOND CHULA VISTA ELEM SCHOOL
1998E
GEN BOND CHULA VISTA ELEM SCHOOL
1998F
GEN BOND CHULA VISTA ELEM SCHOOL
1998G
GEN BOND CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
RA_TE
'.':!';'; .-<\:!tJOU~'JT
NET
1.00000
212,000.00
NET
0.00000
0.00
NET
0.00000
0.00
NET
0.00191
404.92
NET
0.00277
587.24
NET
0.00301
638.12
NET
0.00384
814.08
NET
0.00427
905.24
NET
0.00927
1965_24
NET
0.00593
12S7.16
HIGH SCHOOL BOND SWEETWATER 2000B
NET
0.00753
1596.36
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Page 1 of3
Page 60
3-81
SecUredPropDetailPrint
EXHIBIT "M" (Continued)
9/27/09 10:43 AM
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER. PROP
O-ELECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
BONO 200SB REF
SOUTHWESTERN COMM COll-PROP R
11/04/08 SER 2009A
SOUTHWESTERN COMN COLL-PROP R
11/041'08 SER 2009B
OTAY WATER IMP DIST NO 27-DEBT
SERVICE (WATER)
MWD DI'S REMAINDER OF SDCWA
15019999
TOTAL ON NET VALUE
FIXEO CHARGE ASSMTS:
CWA WTR AVAILABILITY
NET
0.01311
2779.32
NET
0.02923
6196.76
NET
0.005SS
1176.60
NET
0.00000
0.00
NET
0.00937
19B6.44
NET
0.00489
1036.6B
NET
0.01461
3097.32
NET
0.00500
1059.99
NET
0.00430
911.60
1.12459
238413.06
PHONE
NWD WTR STANDBY CHRG
866-807-6864
858'522-6900
93.20
SWEETWATER HI CFO#17
619-691-5550
cm 13M 0 R VlG 2
800-676-7516
VECTOR DISEASE CTRL
800-273-5167
619-425-9600
Ext. 1383
619-670.2712
CHULA V. ElEN CFD#17
WATER AVAILABILITY
MOSQUITO SURVEILLANC
800-273-5167
CFD 98-1 OTAY PROJ
800'676-7516
CFO 97-2
800-676-7516
TOTAL ANOUNT
107.26
1822.36
806.86
I.4B
1844.10
279.60
2-28
1254.92
1675.80
246300.94
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year Beginning July 1,2009and Ending June 30,201Q
DUE
Check one or both boxes to fndicate Which installments(s) you will be paying online. Then click Add Selected Installment(s)
to Cart tD continue. The second instaltrnent can be paid at the same time or after the first installment
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Page 61
3-82
Secu redProp DetailPrint
Installment
First Installment
S&cond Installment
Tota'
O!Jt' Oafe
1211012009
04112/2010
EXHIBIT "M" (Continued)
G~Iit)qll0"t
Arrer
12/1012009
04/12/2010
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Page 62
3-83
-"_moun!
123.150.47
123,150.47
246,300_94
9/27/0910:43 AM
Page 3of3
Sec-uredPropDetailPrjnt
=011 :=fee.
(619) 531-6056
(877) TAX4SDC (829-4732)
www.$dtreastax.com
;::3;);.
Pay Or;!in-=:
PARCEL (>10
Tk,X R/HE
!\RE'.l\
01265
644-310-17-00
EXHmIT "M" (Continued)
Secured Property Tax Details
.~npTo\( NO F!F-:ST
9/27/0910:44 AM
?ROPER7Y ADDRESS .. Df.:SCRI?TrOM~
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Section 6254.21
;"\'it!.P :,jO
:)ESCR!a'no~~
0156.19
Land
[;,)CUi"E;'_rr NO Improvements
386009
TOTAL L&I
)OCUMENT D-i<.Personal
Property
05/31/05 Exemptlon$:
Homeowners
Other
/!l.LUE
$
o
o
o
o
$
o
o
Net TaJl:able Vo'1:Ifue 0
:\w,.:I1-! ":h,>-",o!-( OT A Y RANCH E!GHTEEN LLC
')",'f:e-r of
::e(;ord -Jan' OTAY RANCH EIGHTEEN LlC
2009
SECOND
jf_i~T!; .., ."n 'f<;">Ti:l' :~1f:'~;'"
o 0
'fOIJi:; Tio.;.; O;S ~T';:!SIjT:ON
{ATE
1.00000
AGENCY
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA VISTA ELEM SCHOOL
1999A
GEN BOND CHULA VISTA ELEM SCHOOL
2000B
GEN BOND CHULA VISTA ELEM SCHOOL
1998C
GEN BOND CHULA VISTA ELEM SCHOOL
19980
GEN BOND CHULA VISTA ELEM SCHOOL
199BE
GEN BOND CHULA VISTA ELEM SCHOOL
1998F
GEN BOND CHULA VISTA ElEM SCHOOL
1998G
GEN BOND CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 2000B
a.L\SE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
0.00000
0.00000
0.00191
0.00277
0.00301
0.00384
0.00427
0.00927
D-00593
0.00753
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iO.,.A-.. DUE
o
'P.'l. A,M)Ufn
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Paoe lof2
SecuredP ropDetailPrint
EXHIBIT "M" (Continued)
HIGH SCHOOL BONO SWEElWATER 2000C NET 0.01311
HIGH SCHOOL BONO SWEElWATER. PROP NET 0.02923
O-ElECTION 2006
SOUTHWESTERN COMMUNITY COllEGE NET O.OOSSS
BONO 2000
SOUTHWESTERN COMMUNITY COllEGE NET 0.00000
BOND 2000/2004
SOUTHWESTERN COMMUNITY COllEGE NET 0.00937
BOND 200SB REF
SOUTHWESTERN COMM COll-PROP R NET 0.004B9
11/04/0B SER 2009A
SOUTHWESTERN COMM CDLL-PROP R NET 0.01461
11/04/0B SER 20098
OTAY WATER IMP DIST NO 27-DEBT NET 0.00500
SERVICE (WATER)
MWD DIS REMAINDER OF SDCWA NET 0.00430
15019999
TOTAL ON NET VALUE 1.12459
TOTAL AMOUNT
9/27/0910;44 AM
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Both Installments are paid.
Installment
San Diego County 2009~2010 SeCUred Property Tax
For Fiscal Year Beginning July 1,2009and Ending June 30,2010
Due Date-
~:€';f11quent
Aft~;
12/1012009
04'12/2010
AMOunt
First Installment
Second Installment
Total
1211012009
04/12/2010
0.00
0.00
0,00
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Page 2 of2
Page 64
3-85
SecuredPropDetailPrlnt
T.:)ir Fr",e:
(619) 531-&056
(a71) TAX4.SOC (829-47321
WWw sdtreastax.com
Fa,,:
P3'i OrH!n",:
PARC;;:L '\'o
TAX RATE
~'F':fJ'
i.J1266
::ORTt,,~ \10 FrR$T
r~JSTA!,'-/i1EV:
3<<3J.S5
YOUR TAX wl$TR1EtnlQfv
~jECOI"D
l~iS.TALlj\1E!<.)T
344e3.95
644-:UO-OS.IJ0
AGEI\1G';'
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA VISTA ELEM SCHOOL
1999A
GEM BOND CHULA VISTA ELEM SCHOOl
2000B
GEN BOND CHUtA VISTA REM SCHOOL
1998C
GEN 80NO CHULA VISTA ELEM SCHOOL
19980
GEN BOND CHUtA VISTA ELEN SCHOOL
1998E
GEN BOND CHULA VISTA ELEM SCHOOL
1998F
GEN BOND CHUtA VISTA ElEN SCHOOL
1998G
GEN BOND CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 20008
HfGH SCHOOL BOND SWEETWATER ZOOOC
HIGH SCHOOL BOND SWEETWATER, PROP
O-ELECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
80ND 2000
EXHIBIT "M" (Continued)
EASE
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
Secured Property Tax Details
9127109 10:28 AM
PROPERTY ADDRESS. DESCRIPTlON_
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Sectioil 8254.21
.1,1\,0 ~,o
OESCRrPT:O:'1
.)15.'].5,)
Land
OOCUf.i:N'1\:O rmprovements
426870
TOTAL L&I
:JOCU:\'i2t1JT iJASrersonal
Property
06/15/06 Exemptions:"
Homeowners
Other
'-'AUJE
$
58110000
.
5800000
.
$
Net Taxable Value 5800000
'::,Jrr-'!n! Qw;",,: OTA.Y RANCH VILLAGE II-PC-15 LLC
.
QWflf-r or
Ro!;wd JiJI1 QTAY RANCH vrLLAGE II-PC-15 LLC
:0[19
RA7E
1.00000
NET
0.00000
NET
0.00000
NET
0.00191
NET
0.00277
0.00301
0.00384
0.00427
0.00927
0.00593
0.00753
0.01311
0.02923
0.00555
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"OT!:\L 0UE
68967.8
TAl< AMounT
58,000.00
0.00
0.00
110.78
160.66
174.58
222.72
247.66
537.66
343.94
436.74
760.38
1695.33
321.90
SecuredPropDetailPrint
EXHmIT "M" (Continued)
9/27/09 10:28 AM
SOUTHWESTERN COMMUNITY COLLEGE
80ND 20001Z004
SOUTHWESTERN COMMUNITY COLLEGE
80ND 20058 REF
SOUTHWESTERN CO 1414 COLL-PROP R
11 /04/08 SER 2009A
SOUTHWESTERN CONM COlL-PROP R
11 /04/08 SER 20098
OTAY WATER IMP DIST NO 27-DE8T
SERVICE (WATER)
MWD D/S REMAINDER OF SOCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXEO CHARGE ASSNTS:
WATER AVAIlABILITY
619-670-2712
CFO 98-1 OTAY PROJ
800-676-751 6
"'WD WTR STANDBY CHRG
866-807-6864
MOSQUfTO SURVEILLANC
800-273-5167
CFO 1314 OR VlG2
800-676-7516
VECTOR OISEASE CTRL
800-273-5167
CWA WTR AVAILA81l1TY
858-522-6900
CFD 97-2
800-676-7516
TOTAL AMOUNT
0.00000 0.00
0.00937 543.46
0.00489 283.62
0.01461 847.38
0.00500 290.00
0.00430 249.40
1.12459 65226.20
PHONE
247.80
1112.18
95.06
2.28
715.08
1-48
82.60
1485_20
68967.90
San Dfego County 2009~2010 Secured Property Tax:
for Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or both boxes to indicate Which installments(s) you will be paying onfine. Then click Add Selected Instal/mentIS)
to Cart to continue. The second installment can be paid at the same time or after the first Installment.
Installment O~ff' (}<.tle D(,j~~~;<:nt ~'nocr.t
First Installment
Second Installment
Tolal
1211012009
0411212010
12110/2009
04/1212010
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34.483.95
34,4a3.95
68,967.90
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F,:>;r:
P<\y O.')IiI1~:
PA[-.:CEL ,'.]0
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01265
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8189.84
'UvR '/41( ;j!$H:~1{1UI;OtJ
'Bi>SE
SECOND
iNS,AllM:;;N-r
8129.84
644-310..(lg..(lO
AGEh,.:;y
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHUtA VISTA ELEM SCHOOL
1999A
GEN BONO CHULA VISTA ELEM SCHOOL
2000B
GEN BOND CHULA VISTA ELEN SCHOOL
199BC
GEN BOND CHULA VISTA ELEN SCHOOL
19980
GEN BONO CHULA VISTA ElEM SCHOOL
199BE
GEH BOND CHULA VISTA ELEN SCHOOL
1998F
GEN 80NO CHULA VISTA ElEM SCHOOL
1998G
GEN BOND CHULA VISTA ELEN SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL 80ND SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BONO SWEETWATER, PROP
O-ElECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
EXHIBIT "M" (Continued)
NET
NET
NET
NET
NET
NET
NET
NET
Secured Property Tax Details
9!27!0910:48AM
PROPERTY A.DDRESS .. DE5CRIPTION_
SUS-DIVIS!ON
Mailing and Situs Address Cannot Be Shown In Compliance
To Gcvemment Code Section 6254.21
MAP NO
DESCRIPTION
i)1:;:tM
Lan.
[;OCUMENT i'JG Improvements
<!-22036
TOTAL L&I
DacW.1ENT Q;:;F,ersonaJ
Property
08122107 Exemptions:
Homeow~rs
'1P.!..UE
$
1369594
o
1359594
o
$
o
Other
Net Taxable Va{ue- 1359594
''';:\ifr;;>/110hMr: MONTECITO vllLAGE l L C;
0'''''8. of
ReC<';'id J,;;:.'1 1. MONTECJTO VILLAGE l L c
2ij(};
NET
Rt(1"2'
1.00000
NET
0.00000
NET
0.00000
NET
0.00191
NET
0.00277
NET
0.00301
0.00384
0.00427
0.00927
0.00593
0.00753
0.01311
0.02923
0.005S5
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18379.88
:AX .~ll~CUNT
13,59liJl4
0.00
,
0.00 ,
,
I
25.96 I
i
I
37.66 I
40_92 I
S2.2o
5B.05 I
I
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126.03 I
I
80.62 I
102.37 I
I
17B.24 I
I
397-40 I
I
75.45 I
I
Page 1 of2
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EXHffilT "M" (Continued)
9/27/0910:48AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
BONO 2005B REF
SOUTHWESTERN COMM COll-PROP R
11/04/08 SER 2009A
SOUTHWESTERN COMM COLL-PROP R
11/04/08 SER 2009B
OTAY WATER IMP DIST NO 27-DEBT
SERVICE (WATER)
MWD DIS REMAINDER OF SOCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
MWD WTR STANDBY CHRG
866-807-6864
CFD 98-1 OTAY PROJ
800-676-7516
VECTOR DISEASE CTRL
800-273-S167
cm 13M 0 R VlG 2
800-676-7S16
MOSQUITO SURVEILLANC
CWA WTR AVAILABILITY
800-273-S167
858-522-6900
WATER AVAILABIUTY
619-670-2712
CFD 97-2
800-676-7516
TOTAL AMOUNT
0.00000 0.00
0.00937 127.39
0.00489 66.48
0.01461 198.63
0.00500 67.97
0.00430 58.46
I. 1 2459 1 5289.77
PHONE
27.62
323.14
1~48
207.78
2.28
24.00
72.00
431.54
16379.68
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year BegInning July 1,2009and Ending June 30,2010
DUE
Check one or both boxes to indicate which installments/s) you will be paying online. Then click Add Select~ InstaUment(s)
:0 Cart to continue. The set;:ond installment can be paid at the same time or after the first installment
Installment OU(" Dat= D~I~~~~m Att1o.1unt
First Installment
Second InsfaJCment
Total
1211012009
0411212010
1211012009
04112/2010
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8,189.84
8,189.84
16,;;:79.68
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Toll "'1;;>1::-:
(619) 531-6056
(377' TAX4SDC (829-4732)
WWWSdtn>astax,com
F<I:c
?aYOoi,m<:
P'f-<RCH NO
TAX RATE
'tREA
01265
~OC::Tt.C ~:O ""JR"S. .. SECClt-JD
J;'1ST~.U.i-AEi'iT !NSTAlL-i'ilENT
1S589.5B 18599.58
644.J1a~5-00
EXHIBIT "M" (Continued)
Secured Property Tax Details
912710910:47 AM
PROP-ERry :~DDRESS - DESCRlf.cnON_
SU9C!VISrOI'l/
Mailing and Situs Address Cannot Be Shown In Compifance
To Government CDde Section 6254.21
;\"Af>",~
')E$C~IfP-nor~
-)1:;:150
u.nd
'JOCUNIEcMT r~o Improvements
422036
TOTAL L&I
D-oct'r/oEf'lT u!iR'ersonal
Property
0612.2107 Exemptions:
Homeowners
Other
'/J1LU::
$
2776971
a
2776971
a
$
o
Net Taxable Value Z776971
:::~'r,~n( c.~"r,€.. MONTECITO VILLAGE l L C
o
G"',,,uc>t
-'I:~::;o,-j Jan 1 MONTEC/TO VILLAGE Ll C
2{\1jg
,vVR '_<>:.;, fJJ~.;'RII3UnOi\J
G,GHJC'{
1% TAX ON NET VALUE
VOTI;R APPROVED BONDS
GEN BONO CHULA V'ST A ELEM SCHOOL
1999A
GEM BOND CHULA V'ST A ELEM SCHOOL
2000B
GEN BOND CHULA V'ST A ELEM SCHOOL
199BC
GEN BONO CHULA VISTA ELEM SCHOOL
19980
GEN BOND CHULA V'ST A REM SCHOOL
199BE
GEM BOND CHULA VISTA ElEM SCHOOL
199BF
GEM BONO CHULA VISTA ELEM SCHOOL
199BG
GEN BOND CHULA VISTA REM SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL BONO SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER, PROP
O-ELECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
S'::'SE
NET
NET
NET
NET
NET
NET
NET
NET
P.o_It:
1.00000
NET
0.00000
NET
0.00000
NET
0.00191
NET
0~00277
NET
0.00301
NET
0.00384
0.00427
0.00927
0.00593
0.007S3
0.01311
0.02923
0.00555
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Page 69
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'rC'T).\l Que-
33179.16
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27,769.71
0.00
0.00
53.04
76.92 I
83.5B
106.63 I
118.57
257-42 I
164.67 I
I
209.10
I
364.06 I
,
BII.70 ,
I
,
154.12 I
I
Page 10f2 I
SecuredPropDetailPrint
EXHIBIT "M" (Continued)
9/27/0910:47 AM
SOUTHWESTERN COMMUNITY COLLEGE
80140 2000/2004
SOUTHWESTERN COMMUNITY COllEGE
80140 20058 REF
SOUTHWESTERN COMII COll-PROP R
11/04/08 SER 2009A
SOUTHWESTERN CONN COlL-PROP R
11/04/08 SER 2009B
OTAY WATER IMP DIST NO 27-DE8T
SERVICE (WATER)
MWO O/S RENAINOER OF SOCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
MOSQUITO SURVEllLANC
800-273-5167
WATER AVAILABILITY
619-670-2712
IIWO WTR 5T ANDRY CHRG
866-807-6864
CFD 98-1 OTAY PROJ
800-676-7516
VECTOR DISEASE CTRl
800-273-5167
CFD 97-2
800-676-7516
CWA WTR AVAlLA81L1TY
858-522-6900
CFD 13NORVlG2
800-676-7516
TOTAL AMOUNT
0.00000 0.00
0.00937 260.20
0.00489 1 35-79
0.01461 405.71
0.00500 138.84
0.00430 119.40
1. 12459 31229.46
PHONE
2.28
129.00
49.48
578.98
IA8
773.16
43.00
372.26
33179.16
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year Beginning July 1,2009and EndIng June 30,2010
DUE
Check one or batt) bo:xes to indIcate which fnsta.lfmemsjs) you will !Je paying online. Then dick Add Selected Jnstallment(s)
to Cart to continue. The second installment can ~ paid at the same time or after the first installment.
Installment IY.,., D"t~ D~~,~;;'l;..m AI/IOU'"
First Installment
Second Installment
Total
12/1012009
()4,I12/2010
12/1012009
04f1212010
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16,589.56
16,589.58
33.179.16
,
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,=a:::
POly Onhrn.';
PARGEL NO
n',x R.C.E
AREA
01265
EXHIBIT "M" (Continued)
Secured Property Tax DetaUs
PROPERTY ADDRESS - DESCRIPTION_
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Section 6254,21
,'M'.PIIJO DESCRiPnON V.I.!.LU2
ft15::t;;(r land $ &46011000
DOCUMENT ,'10 Improvements .
794654 TOTAL L&I 646t10000
DOC:UME('4T DPRersona-1 .
Property
12127/07 Exemptions:
Homeowners $ .
Other .
Net Taxable Value 64600000
Gln'i:(!t <J>.',"'.;,r: VILLAGE II OF OTAY He 5 U a
O\'I'"f"r 0f
R';'C6tQ ,',1(; i. VILLAGE II OF DTAY H8 SUB
l{t(!;.
(:-ORTAC NO ,"'IRS 1
1~'JSTAlL;'.'!Er.rr
373259.05
'~'aIjF: "'iu, OIsm~8UTIOtl;
8#.:'>;';:
NET
644-310-11-00
.~GENCY
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA VISTA ELEN SCHOOL
1999A
GEN BONO CHULA VISTA ELEM SCHOOL
2000B
GEM BOND CHULA VISTA [LEN SCHOOL
1998C
GEH BOND CHULA VISTA ELEN SCHOOL
1998D
GEN BOND CHULA VISTA ELEM SCHOOL
1998E
GEM BOND CHULA VISTA ELEN SCHOOL
1998F
GEH BOND CHULA VISTA EtEM SCHOOL
199BG
GEN BOND CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BONO SWEETWATER 2000A
HIGH SCHOOL BONO SWEETWATER 2000B
HIGH SCHOOL 80ND SWEETWATER 2000C
HIGH SCHOOL BONO SWEETWATER, PROP
O-ELEClION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
NET
NET
NET
NET
NET
NET
SE(I)MD
'NSTp.L1..i"1E.r',J'"
373250.6S
IDT~,L aU2
746500.12
R;>.,E
1.00000
'.'lX Af;~OUforr
646,000.00
NET
0.00000
0.00
NET
0.00000
0.00
NET
0.00191
1233.86
NET
0.00277
1789.41
NET
0.00301
1944-46
NET
0.00384
2480.63
NET
0.00427
2758.42
0.00927
59B8.42
0.00593
3830.78
0.00753
4864.38
0.01311
B469.06
0.02923
18882.57
0.00555
35B5.30
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Page 71
3-92
9/27/0910:28 AM
Page 10f2
SecuredPropDetailPrint
EXHIBIT "M" (Continued)
9/27/09 10:28 AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
BOND 20058 REF
SOUTHWESTERN COMM COLl-PROP R
11 /04/0B SER 2009A
SOlITHWESTERN COMM COLl-PROP R
11 /04/0B SER 2009B
OTAY WATER IMP OIST NO 27-0EBT
SERVICE (WATER)
MWo O/S REMAINDER OF SOCWA
15019999
NET
0.00000 0.00
0.00937 6053.02
0.00489 3158.94
0.01461 9438.06
0.00500 3230.00
0.00430 2777.80
1.12459 726485.10
PHONE
2.28
3828.24
1.48
7951.10
5954.12
442.20
508.96
1326.60
746500.12
NET
NET
NET
NET
NET
TOTAL ON NET VALUE
FIXED CHARGE AS5NTS:
MOSQUITO SURVEILLANC
800-273-5167
cro 13M 0 R VLG 2
800-676-7516
VECTOR DISEASE CTRL
800-273-5167
cm 97-2
BOO-676-7516
CFD 98-1 OTAY PROJ
800-676-7516
CWA WTR AVAILABILITY
85B-522-6900
MWD WTR ST ANDRY CHRG
866-807-6864
WATER AVAILABILITY
619-670-2712
TOTAL AMOUNT
San Diego County 2009.2010 Secured Property Tax
For Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or both boxes to indicate which instaltmenIS(s) you will be paying online. Then click Add Selected InstaUmenl(s)
to Cart to continue. The second installment can be paid at the same time or after the first Installment.
InstaJlment D!.Ie Die,,? D"~~~t:~l'!t 4mmmf
First Installment
Ser:ond Installment
Total
12/1012009
0411212010
12/10/2009
04/12121J10
373.250.06
373,250.06
746,500.12
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Page 2 of2
Page 72
3-93
SecuredPrcpDetailPrint
EXHIBIT "M" (Continued)
Secured Property Tax Details
T'AI f'if:~;
(619) 531-6'056
(a71) TA.X4S0C (82.9-4732)
. ~ROP'ER'fY ADDRESS - OESCR!pnON_
SUBDIVISION
Mailing and Situs; Address Cannot 8e Shown In Compliance
To Government Code Section 6254.21
Fay:
>'3'!Or,!ifl'?":
WWW.sdtreastax_com
,'liAP NO
D~SCR!PTiOM
.1AL!JE
'J ;"'~5G
,.""
$
210000a
DOCUMEt'!T ~!O Improvements
.
426868
TOTAL L&I
2100000
OOGU'_:era Dt.F!"irsonal
Properly
06115/06 Exemptions:
.
Ho:neowners
$
.
Other
.
Net Taxable \fafue 2100000
':':>.m'Col O"!rIe;- OTAY RANCH JI SUN 6/8 LlC
G',"II'Gf f:'T
R~'':C:'d Jar! 1. OTAY RANCH II SUN 618 LlC
1(.IJS
?,v.RCEL r!o "AX R~TE ;O!-<'f4G r40 '''IR$T SECOU0 rl)"f'iJ,l QUE
AF,EP-_ h"T/U~~ 1-'''O'-.r.!,! "r~,
644-311-10-00 01265 12131.312 12131,36 24282.72'
fQUR'i!.:~_ DIS}"RJBUTi\)N
AGENCY a,ls;:: RATt:. 4t '".t>\O~f~T
1% TAX ON NET VALUE NET 1.00000 21,000.00
VOTER APPROVED BONDS
GEN BONO CHULA VISTA ELEM SCHOOL NET 0.00000
1999A 0.00
GEN BOND CHULA VISTA REM SCHOOL NET 0.00000
2000B 0.00
GEN BOND CHULA VISTA ElEN SCHOOL NET 0.00191
199BC 40.10
GEN BONO CHULA VISTA ELEN SCHOOL NET 0.00277
19980 SB.16
GEN BOND CHULA VISTA ELEM SCHOOL NET 0.00301
199BE 63.20
GEN BOND CHULA VISTA ElE" SCHOOL NET 0.003B4
199BF 80.64
GEN BOND CHULA VISTA ElEM SCHOOL NET 0.00427
1998G B9.66
GEM BOND CHULA VISTA ELEW SCHOOL NET 0.00927
200S REF 194.67
HIGH SCHOOL BOND SWEElWATER 2000A NET 0.00S93 124.52
HIGH SCHOOL BONO SWEETWATER 2000B NET 0.007S3 158.12
HIGH SCHOOL BONO SWEETWATER 2000C NET 0.01311 275.30
HIGH SCHOOL BONO SWEElWATER. PROP NET 0.02923
O-ELECTION 2006 613.B2
SOUTHWESTERN COMMUNITY COllEGE NET 0.005SS
BOND 2000 11 6.55
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Page 73
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9/27/09 10:37 AM
Page 1 of2
SecuredPro pDetailPrint
-----~--
EXHIBIT "M" (Continued)
9/27/0910:37 AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
80NO 20058 REF
SOUTHWESTERN COMM COLL-PROP R
11/04/08 SER 2009A
SOUTHWESTERN COMM COLL-PROP R
11 /04/08 SER 20098
OTAY WATER IMP DlST NO 27-DEBT
SERVICE (WATER)
MWD D/S REMAINDER OF SOCWA
15019999
TOTAL. ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSNTS:
MOSQUITO SURVEILLANC
CWA WTR AVAlLA81LITY
800-273-5167
858-522-6900
MWO WTR STANDBY CHRG
866-807-6864
CFQ 97-2
800-676-7516
CFD 98- 1 OT A Y PROJ
800-676-7516
CFO 13M 0 R VlG 2
800-676-7516
VECTOR DISEASE CTRL
800-273-5167
WATER AVAILABILITY
619-670-2712
TOTAL AJ40UNT
0.00000 0.00
0.00937 196.76
0.004B9 102.69
0.01461 306.80
0.00500 105.00
0.00430 90.30
1.12459 23616.28
PHONE
2.2B
14_20
16.34
255.32
1 91.20
122~92
1.48
42.60
24262.72
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or both boxes to indicate which InstallmentS(5) you will be payIng online. Then click Add Selected Installment(s)
to Cart to continue. The second installment can be paid at the same time or after the first installment.
Installment Due D<<1:;, D~~~;~~<:nt :',;o,oum
First Installment
Second Installment
Total
f2l10120!J9
0411212010
1211012009
04/1212010
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Page 74
3-95
12,131.36
12,131.36
24,262.72
Page 2 of2
PropetyDefaulred
EXHIBIT "M" (Continued)
9/27/0910:40 AM
I DEFAULTED SECURED ROLL !
/ Delinquent Secured Prior Years Regu~ar Account Summary
Arnount Dispfaye:d is as of
SEP~fEMBER 25, 2009 T!ME EXTRACTED 22:21:55
Parcel Number: 644-311-10_00
Original Defaulted Parcel Number: 644-311-10-00
Owner Name: OTAY RANCH 1/ SUN 6/8 LLC :
I Account Summary'
Defaulted Amount: 17,623.67
Redemption Penalties: 720.54
Redemption Fees: 15.00
Returned Check Fees: 0.00
Tax Sales Fees: 0.00
Other Fees: 0.00
Total Due: 18,359.21
Total Suspense: 0.00
Total Default Credit: 0.00
Total Amount Paid: 0.00 ,
I
Balance Due: 18,359.21
Account Status: DUE
Step3ot6
00.000
?av BrH
(
Back
) ( New Search )
.-. -.
Add Selected Payment to Cart
(View Cart)
Freauentlv Asked Questions
Technical Support for Online Services
If you need technical support for this online services application, please email the Treasurer Tax Collector.
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Page 1 of 1
Page 75
3-96
Secu redPropDetailPrint
TOil ""'N'
(819) 531..0056
(tt77) TAX4SDC (8294732)
www.sdtreastax.com
r.i\;:::
Pay 0!Jitrn=:
::',.....RCEL i!O YD.;::. fU.TE
ARE~
&"44-313-63..00 01265
EXHIBIT "M" (Continued)
Secured Property Tax Details
PROPERTY ArmRESS . DESCf.I:1PT!ON-
SUBD!\fjS!ON
Maifing and Situs Address Cannot Be Shown In Compliance
To Government Code Section 6254.21
~1t;.P r,jC
t'E.~CR!p-r;O!>i
C:l$~5Ct
land
DOC.UMENT NQ IrnprovelJrents
794654
TOTAL L&/
iJC<(;:;ihENT D.~P.erso"al
Property
12127101 Exemptions:
Homeowners
Other
t,f!i..LUE
$
38300000
,
38300000
$
,
Net Taxable Value 383000013
':-wr~r;! O,'m,,,, VilLAGE II OF OrAY HB SUB
,
Joe:;
'JWr.t<f vi
!'<;?I'.:;ord Jan;. VILLAGE II OF OTAY HB SUB
'~(H~'TIl:: ':0 :c'"iR~~T $ECmJD
"~~'(ALU,'1Ei\iT Ii'JSTAllMENT
228682.46 228682.48
YOI);;> ;1 X m~~"'RIBuT!Oi"~
S.o:,sE cu"e
-'\8ENCf
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEM BOND CHULA VISTA ELEW SCHOOL
1999A
GEN BOND CHUtA VISTA ElEN SCHOOL
2000B
GEN BOND CHULA VISTA ELEN SCHOOL
1998C
GEM BOND CHUtA VISTA ELEN SCHOOL
19980
GEN BOND CHUtA VISTA ELEN SCHOOL
199BE
GEM BOND CHUlA VISTA ELEN SCHOOL
1998F
GEM BOND CHULA VISTA ElEN SCHOOL
1998G
GEN BONO CHULA VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BONO SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER. PROP
O-ElECTION 2006
SOllTHWESTERN COMMUNITY COLLEGE
BOND 2000
NET
NET
NET
NET
NET
NET
1.00000
NET
0.00000
NET
0.00000
NET
0.00191
NET
0.00277
NET
0.00301
NET
0.00384
NET
0.00427
NET
0.00927
0.00593
0.00753
0.01311
0.02923
0.00555
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Page 76
3-97
'O'f,:;,t. DUE
457364.92
.."'x ,(I..'r:e<lJNT
383,1300.00
0.00
0.00
731.52
1060.90
1152_82
1470.72
1635-40
3550.40
2271.18
2B83.98
S021.12
11195_08
2125.64
9/27/0910:42 AM
Pa.ge lof2
SeClJredPrOpDetailPrlnt
EXHmIT "M" (Continued)
9/27/0910:42 AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COllEGE
BONO 200S8 REF
SOUTHWESTERN COMM Call-PROP R
11/04/08 SER 2009A
SOUTHWESTERN COMM COll-PROP R
11 f04f08 SER 2009B
OTAY WATER IMP OIST NO Z7-0EBT
SERVICE (WATER)
MWD D/s REMAINDER OF SDCWA
lS019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
CWA WTR AVAILABILITY
858-S22-6900
VECTOR DISEASE CTRl
800-273-S167
CFD 98-1 OT A Y PROJ
800-676-7516
MOSQUITO SURVElllANC
800-273-5167
WATER AVAILABILITY
619-670-2712
CFD 13M 0 R VLG 2
BOO-676-7516
CFD 97-2
800-676-7516
NWD WTR STANDBY CHRG
866-807-6864
TOTAL AMOUNT
0.00000 0.00
0.00937 3588.70
0.00489 1 872.86
0.01461 S59S.62
0.00500 1915.00
0.00430 1646.90
1.12459 430717.84
PHONE
588.30
1.48
7921-32
2.28
1764.90
5093.08
10578.10
697.50
457364.92
San Diego County 2009~2010 Secured Property Tax
For FiscaJ Year BegInning July 1,2009and Ending June 30,2010
DUE
Check one or both boxes to indicate which instal/ments(s) you will be paying online. Then click Add Selected Installment(s)
to Cart to continue. The second installment can ba paid at the same tIme or after the first installment.
In~allment Dt:<'! 0;-,;0.; Q,;I:~';~::~nt ~'mo!.in!
First fnstaUment
Second Installment
Total
12/1012009
04112/2010
1211012009
04/12/2010
httPS:1IWNw.sdctreastax.c:om/ebpP3/(sXcu gnf3 hvx3zmS52dvOuPzU)/SecuredProp Detail .aspx
Page 77
3-98
228,682046
228,682.46
457,354_92
Page 2 of2
PropetyDefaulted
EXHIBIT "M" (Continued}
9/27/09 10:42 AM
Oi:FAIJLTED SECURED ROLL
DeHnquent Secured Prior Years Regular Account SUmrfii3!ry
A mount Disp.layed is. as of
SEPTE(viBER 25, 2009 TfME EXTRi~CTED 22:21:55
Parcel Number: 644-313-03-00
Original Defaulted Parcel Number: 644-313-03-00
Owner Name: VILLAGE /I OF OTAY HB SUB
....'\ccount Summa~y
Defaulted Amount: 640,222.60
I Redemption Penalties: 26,190.51
Redemption Fees: 15.00
Returned Check Fees: 0.00
Tax Sales Fees: 0.00
I
Other Fees: 0.00
Total Due: 666,428.11
Total Suspense: 284,214.74
Total Default Credit: 0.00
Total Amount Paid: 0.00
Balance Due: 382,213.37
I
Account Status: DUE
Step 3 of 6
00.000
Pay 8~H
I
...
Back
) ( New Search) Add Selected Payment to Cart ( View Cart )
Freauentl" Asked Ouestlans
Technical Support for Online Services
If you need technical support for this online services application, please emall the Treasurer Tax Collector.
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Page 1 of 1
Page 78
3-99
EXHIBIT "M" (Continued)
9/2812009
Secured Property Tax Details
Toll Free:
Fax;
Pay Online:
(877) TAX4SDC (829-4732)
(619) 531-6056
WWW.sdtreastax.com
. PROPERTY ADDRESS - DESCRIPTION _ SUBDIVISION
CURRENT OWNER
Mailing and Situs Address Cannot Se Shown in Compliance To
Government Code Sectlon 6254.21
MAP NO
015350
DESCRIPTION
Land
VALUES
DOCUMENT NO
72411
Improvements
o
527467
TOTAL L&I
DOCUMENT DATE
Persona'
Property
72411
07/30/99
o
Exemptions:
Homeowners
0.00
Other
0.00
Net Taxable Value
72411
Owner of Record
as of Jan 1,2009
OTAY PROJECT LP
PARCEL NO
TAX RATE
AREA
CORTAC NO
FIRST + SECOND
INSTALLMENT INSTALLMENT
TOTAL DUE
644-313.05~OO
01255
1418.19
1418.19
2836.38
YOUR TAX DISTRIBUTION
AGEI,CY BASE RATE TAX /~MOUNT
1% TAXON NET VALUE NET 1.00000 724.11
VOTER APPROVED BONDS
GEN BOND CHULA NET 000000 0.00
VrST A ELEM SCHOOL
1999A
GEN BOND CHULA NET 0.00000 0.00
VISTA ELEM SCHOOL
2000B
GEN BOND CHULA NET 0.00191 1.38
VISTA ELEM SCHOOL
1998C
GEN BOND CHULA NET 0.00277 2.00
VISTA ELEM SCHOOL
https://www.sdctreastax.comlebpP3/( 4 I wxy2qiJrgwskfb2urb4 34 5)/SecuredPropDetaiI.aspx 9/28/2009
Page 79
3-100
GEN BOND CHULA
VISTA ELEM SCHOOL
199BE
GEN BOND CHULA
VISTA ELEM SCHOOL
199BF
GEN BOND CHULA
VISTA ELEM SCHOOL
1998G
GEN BOND CHULA
VISTA ELEM SCHOOL
2005 REF
HIGH SCHOOL BOND
SWEETWATER 2000A
HIGH SCHOOL BOND
SWEETWATER 2000B
HIGH SCHOOL BOND
SWEETWATER 2000C
HIGH SCHOOL BOND
SWEETWATER, PROP
O-ELECTION 2006
SOUTHWESTERN
COMMUNITY COLLEGE
BOND 2000
SOUTHWESTERN
COMMUNITY COLLEGE
BOND 200012004
SOUTHWESTERN
COMMUNITY COLLEGE
BOND 20058 REF
SOUTHWESTERN
COMM COLL-PROP R
11/04/08 SER 2009A
SOUTHWESTERN
COMM COLL-PROP R
11/04/08 SER 2009B
OrAY WATER IMP DIST
NO 27-0EBT SERVICE
(WATER)
MWD D/S REMAINDER
OF SDCWA
15019999
TOTAL ON NET VALUE
FIXED CHARGED ASSMTS;
CWA WTR AVAILABILITY
WATER AVAILABILITY
MOSQUITO SURVEILLANC
cm 97-2
MWD WTR STANDBY CHRG
CFD13MORVLG2
CFD 98-1 OTAY PROJ
VECTOR DISEASE CTRL
TOTAL ON FIXED CHARGES
TOTAL AMOUNT
EXHmlT "M" (Continued,
NET 0.00301
NET 0.00384
NET 0.00427
NET 0.00927
NET 0.00593
NET 0.00753
NET 0.01311
NET 0.02923
NET 0.00555
NET 0.00000
NET 0.00937
NET 0.004B9
NET 0.01461
NET 0.00500
NET 0.00430
1.12459
PHONE
2.17
2.78
3.09
6.71
4.29
545
9.49
21.16
4.01
0.00
6.78
3.54
10.57
3.62
311
814.00
44.60
133.BO
2.28
801.94
51.32
386.12
600.52
1.48
2022.06
San Diego County 2009-2010 Secured Property Tax For Fiscal Year
Beginning July 1,2009 and Ending June 30,2010
2836.38
httPs:llwww.sdctreastax.cOmlebpP31(41 wxY2qi3rgwskfb2urb4345)!SecuredProPDetail.aspx 9/2812009
Page 80
3-101
EXHIBIT "M" (Continued)
Due Date Delinquent After Status Amount
First Installment 12/1012009 12/10/2009 DUE 1418.19
Second Installment 04/12/2010 04112/2010 DUE 1416.19
Total
2836.38
3
https:llwww.sdctreastax.cOmlebpp3/(41 wxY2qi3rgwskfb2urb4345)/SecuredProPDetail.aspx 9/28/2009
Page 81
3-102
SecuredPropOeta.ilPrint
T.(..j; Fre",'
(619) 531~056
(877) TAX4SDC (829-4732)
WWW.sdtreastax.com
"");'.;
p,)V Qn(if\.!>'
PARC~!.. ~~O
TA.% RAT::-
':'REA
01265
GORTAG N~J ~IF,ST ,'>EGO:,;C
FIoI:=tTAL!..I;f,!:!\\T 'NsrAlLf~"!:r;/'"
a037.25 8037.25
YOUR TAX 0I3TR!BUTlON
644-311...(12-00
:.GENCY
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHULA V'ST A ELEM SCHOOL
1999A
GEN BOND CHULA VISTA ELEN SCHOOL
2000B
GEN BOND mULA VISTA ELEN SCHOOL
199BC
GEN BOND CHULA VISTA ElEN SCHOOL
199BD
GEN BONO CHULA VISTA ELEN SCHOOL
1998E
GEN BOND CHUlA VISTA ELEN SCHOOL
1998F
GEN BOND CHULA VISTA ElEM SCHOOL
1998G
GEN BOND CHULA VISTA ELEN SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER. PROP
O-ElECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BONO 2000
EXHIBIT "M" (Continued)
Secured Property Tax Details
r~.,":":;E
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
NET
PROP"ERTY I".lDDRESS ~ D5SCRIPTION_
SUBDIVISION
Mailing and Situs Address Cannot Be Snaw" In Compliance
To Government Code S@ction 6254.21
N:A? ~,tO
OESCP,IPT:OI'J
(/15::t;,)
Land
JQGUME}!T ~1C' Improv@ments
422036
TOTAL L&I
CQ'::U~,iENT !),iipersonaf
Property
06/22/01 Exemptions:
Homeowners
Other
'J':>UJE
$
1356603
.
1356603
,
$
.
Net Taxabfe VOIlue 1356603
:";~'rr..;ot>! O"Jn~ MONTEC/TO VILlAGE L L C
.
J.....>1.:-f(,f
Ri:cord .Ja:1 1 MONTEC/TO VILLAGE L l C
'''.''(;
R~"Tz=
1.00000
0.00000
0.00000
0.00191
0.00277
0.00301
0.003B4
O~00427
0.00927
0.00593
0.00753
0.01311
0.02923
0.00555
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Page 82
3-103
r,:n'c,L Dt'=
16074.5
TA.X A!\10U~H
13,566.B3
0.00
0.00
25.91
37.57
40.83
52.09
57.92
125.75
80.44
102.15
177.85
396.53
75.29
9/27/0911:10 AM
Page 1 of2
SecuredPro pDeta;IPrint
EXHmlT "M" (Continued)
9/27/091LIDAM
SOUTHWESTERN COMMUNITY COllEGE
80NO 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
80NO 20058 REF
SOUTHWESTERN COMM COll-PROP R
11/04/08 SER 2009A
SOUTHWESTERN COMM COll-PROP R
11/04/08 SER 2009B
OTAY WATER IMP DlST NO 27-DEBT
SERVICE (WATER)
MWD D/S RENAINDER OF SDCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS,
MWD WTR STANDBY CHRG
866-807-6864
cm 98-1 OTAY PROJ
800-676-7516
CFD 97-2
800-676-7516
WATER AVAILABIUTY
619-670-2712
CWA WTR AVAIlABILITY
858-522-6900
CFD 13M 0 R VlG 2
800-676-7516
VECTOR DISEASE CTRl
800-273-5167
MOSQUITO 5URVEllLANC
800-273-5167
TOTAL AMOUNT
0.00000 0.00
0.00937 127.11
0.00489 66.33
0.01461 198.19
0.00500 67.83
0.00430 58.33
1.12459 15256.14
PHONE
20.70
242_36
323.64
54.00
18.00
155.82
1.48
2_28
16074.50
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or both boxes to Indicate which installments(s) you will be paying online. Then cfidc Add Selected fnstallmem(s)
to Cart to continue. The second install~t can be paid at the same time or after the first installment.
Installment O'.l~ Oat-5- oe~~~:~l2"ril ".;1"KH1f,t
First Installment
Second Instaflmen1
Total
1211012009
0411212010
1211012009
0411212010
https: /Iwww.sdctreastax.com/ebpp 31 (sxcugnf3 hvx3zm 552dvOu PZu}/SecuredProp Detail.aspx
Page 83
3-104
6,037.25
8,037.25
16.074.50
Page 2 of2
SecuredPropDetailPrint
;o.iIFr2E::
(6191531-6056
(877) TAX4sOC (829-4732)
wwwsdbeastax.cam
FiU;;
;::-ay Oniir,'.;:
P,liRCEL r.iO
TA.X RATE
AREA
61265
COP,Tt-.C MO t-'IP.ST
'NSTALlMENT
194773_98
'(OUR rt"lx. D!€,TRi8UTI01>1
BAs.e
SECOND
iNs'TALlME;NT
194773_911
&44-312..{j1~O
,:I.GENC';'
1% TAX ON NET VALUE
VOTER APPROVED BONDS
GEN BOND CHUU VISTA ELE" SCHOOL
1999A
GEN BOND CHULA VISTA ELEN SCHOOL
2000B
GEN BOND CHULA VISTA ELEN SCHOOL
199BC
GEN BOND CHULA vrST A ELEN SCHOOL
19980
GEN BONO CHULA VISTA ELEN SCHOOL
199BE
GEN BOND CHUtA VISTA ELEN SCHOOL
199BF
GEM BOND CHULA VtST A ELEN SCHOOL
199BG
GEN BONO CHULA VISTA ELEN SCHOOL
2005 REF
HIGH SCHOOL BOND SWEETWATER zaOOA
HIGH SCHOOL BOND SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2000C
HIGH SCHOOL BOND SWEETWATER, PROP
O-ELECTION 2006
SOUTHWESTERN CONNUNITY COLLEGE
BOND 2000
NET
NET
NET
NET
NET
NET
NET
NET
NET
EXIllBIT "M" (Continued)
Secured property Tax Details
9/27/0910:13 AM
PROPERTY ADDRESS ~ DfSCrtr~T!ON_
SUBDIVISION
Mailing and Situs Address Cannot Be Shown In Compliance
To Government Code Section 8254.21
.'MPNO
DESCRIPTION
Oi5;:;-SO
land
QCiGUME~n' ~-1;J Improvements
7946-54
TOTAL L&J
DOCUr,'i'E;,j"'i" DtlHersonaf
PToperty
12/27/07 Exemptions:
Homeowners
01"~
J,'.I.lUE
$
32700000
,
32700000
.
$
o
/IIet Taxable Value 32700000
':lJi!l?nt Q;';;'!.;;r: VILLAGE J! OF OTAY HB S U 8
o
':)wn~r ,:.(
REc~,rd J.3!. l' VILLAGE II OF OTA Y HB S U 8
lit!)"
RATE
1.00000
NET
0.00000
NET
0.00000
NET
0.00191
NET
0.00277
NET
0.00301
0.003B4
0.00427
0.00927
0.00593
0.00753
0.01311
0.02923
0.00555
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Page 84
3-105
"OT"AL DUE
389547.96
'03.)1; A/1{.OUf~T
327,000.00
0.00
0.00
624.57
905.7B
984.26
1255.6B
1396.2B
3031.2B
1939.10
2462.30
4Z86.96
955B.20
1 B14.84
SecuredPropOetaiJ Print
EXHIBIT "M" (Continued)
9/2710910:13 AM
SOUTHWESTERN COMMUNITY COllEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
BOND 200S8 REF
SOUTHWESTERN COMM COll-PROP R
11/04/08 SER 2009A
SOUTHWESTERN CONN COLL -PROP R
11/04/08 SER 20098
OTAY WATER IMP DfST NO 27-0EBT
SERVICE (WATER)
NWO O/S REMAlNOER OF SOCWA
15019999
TOTAL ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
eFO 13M 0 R VlG2
800-676-7016
CFO 98-1 OT A Y PROJ
800-676-7016
VECTOR DISEASE CTRL
800-273-5167
CFD 97-2
800-676-7016
WATER AVAilABILITY
619-670-2712
CWA wtR AVAIlABILITY
858-522-6900
MOSQUITO SURVEllLANC
800-273-5167
MWD WTR ST ANDOY CHRG
866-807-6864
TOTAL ANOUNT
0.00000 0.00
0.00937 3063.98
0.00489 1 S99.02
0.01461 4777.46
0.00500 1635.00
0.00430 1406.09
1.12459 367740.80
PHONE
4171.08
6487.32
1A8
8663.14
1445.40
481.80
2.28
S54.04
389547_96
San Diego County 2009.2010 Secured Property Tax
For Fiscal Year Beginning JUly 1,2009and Ending June 30,2010
DUE
Check one or bolli boxes to indicate which instal/menfs(s) you will be paying online. Then cUe" Add Selected Installment(s)
to Cart to continue. The second installment: can be paid at the same time or after the first installmant.
Installment Dt'e Dilte, De~~;~~errr ~mt)uru
First Installmen!
Second (nslaRment
Total
1211012009
0411212010
1211012009
0411212010
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Page 85
3-106
194,rn.sa
194,773..98
389,547.98
PropetyDefaulted
EXHmlT "M" (Continued)
9/27/0910:19AM
DEFAULTED SECIJR"Q ROLL
Delinquent Secured Prior Years Regular Account Summary
Amount Displayed is as v1'
SEPTEMBER 25, 2009 TH/lE EXTRACTED 22:21:55
Parcel Number: 644-312-01-00
Original Defaulted Parcel Number: 644-312-01-00
Owner Name: VILLAGE /I OF OTAY HB SUB i
I .4.ccount Summary
Defaulted Amount: 546,020.14
Redemption Penalties: 22,336.77
Redemption Fees: 15.00
Returned Check Fees: 0.00 I
Tax Sales Fees: 0.00
,
.
Other Fees: 0.00
Total Due: 568,371.91
Total Suspense: 136,755.78
Total Default Credit: 0.00
Total Amount Paid: 0.00
Balance Due: 431.616.13
Account Status: DUE
Step 3 of 6
00.000
Pay BiH
r
"
Back
) (New Search) Add Selected Payment to Cart
Freauentlv Asked Questions
( View Cart )
_ J
Technical Support for Online Services
If you need technical support for this online services application, please email the Treasurer Tax Collector.
http:;:I/WWw.sdccreastax_com/ebpp3/(sxcugnf3hvx3zrn5 52dvOu pzu) /Search.aspx
Page 1 of 1
Page 86
3-107
SecuredPropDetailPrint
To!! Fre~.
(619) 531-6056
(877) TAX4SDC (8294732)
e:,,:.;'
Pay CnJtn;-:
'NWW I;rl~milsta%.com
!~,V:;:CE,- ,'JO
'(,1>,70 R:.TE
.;'F:EtI_
Q1Z65
4101W.98
',lOUR T,,_ DIs-:<'"RJeu'n:>;\j
Si\SE
NET
1.00000
644-310.o6~0
<<GEr~cY
1% TAXON NET VALue
VOTER APPROVED BONDS
GEM BOND CHULA VISTA ELEN SCHOOL
1999A
GEM BOND CHULA VISTA ElEN SCHOOL
2000B
GEM BOND CHULA VISTA fLEM SCHOOL
199BC
GEN BOND CHUtA VISTA ELEN SCHOOL
199BO
GEN BOND CHUtA VISTA ELEM SCHOOL
1998E
GEN BOND CHULA VISTA ELEM SCHOOL
199BF
GEM BOND CHULA VISTA ELEN SCHOOL
199BG
GEN BOND CHUtA VISTA ELfM SCHOOL
2DOS REF
HIGH SCHOOL BOND SWEETWATER 2000A
HIGH SCHOOL BOND SWEETWATER 2000B
HIGH SCHOOL BOND SWEETWATER 2aOoe
HIGH SCHOOL BOND SWEETWATER. PROP
O-ELECTION 2006
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000
EXHIBIT "M" (Continued)
Secured Property Tax Details
cr;IRT.a.G 1..1(': :::-:F;ST
NET
NET
NET
NET
NET
NET
NET
PROPERjV ADDRESS ~ DESCRIPTIO!\!_
SUBDIVISION
Mailing and Situs Address Cannot Be StJown In Comp!ian~
To Government Code Section 6254.21
MAP \1':;'
DE$GI'<lp"\'!O~;
~'15:';${I
Land
OCC'..Hlia!T HQ rmprovements
422036"
TOTAL l&f
')OC;,tM[NT t:~F.ersonal
Property
0612'li07 Exemptions:
Homeowners
'jt.\LiJE
$
7761019
o
7761019
o
$
o
Other
Net Taxable Value 7761019
':;,rr~f1t r:;',<;nQr' MONTECITO VILLAGE l l C
GW(!<<r '..1;
;.?,?<:O!.;! Aft 1. MONTEClTO VilLAGE l l C
2{:('~
'N!",7,tl.LL ~.~E~.!"!
SECCWD
~,;s.r?!-_l.L \1E:r!T
47080.98
,,_"-TE
NET
0.00000
NET
0.00000
NET
0.00191
NET
0.00277
NET
0.00301
NET
0.00384
0.00427
0.00927
0.00593
0_00753
0.01311
0.02923
0.00555
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Page 87
3-108
'OT,'J.L DUE
94161.96
-::.x .:\:,~our~T
77,610.19
0.00
0.00
148_23
214.98
233.60
298.02
331.39
719.44
460.22
5B4.40
1017.46
226B.54
430.73
9/27/0910:47 AM
Page 10f2
Secun!dPropDetail Print
EXHIBIT "M" (Continued)
9/27/0910:47 AM
SOUTHWESTERN COMMUNITY COLLEGE
BOND 2000/2004
SOUTHWESTERN COMMUNITY COLLEGE
80NO 20058 REF
SOUTHWESTERN COMM COLL-PROP R
11 /04/08 SER 2009A
SOUTHWESTERN CONN COLL-PROP R
11 /04/08 SER 20098
OTAY WATER IMP DIST NO 27-0E8T
SERVICE (WATER)
MWD D/S REMAINDER OF SDCWA
15019999
TOTAl ON NET VALUE
NET
NET
NET
NET
NET
NET
FIXED CHARGE ASSMTS:
NWD WTR STANDBY CHRG
866-807-6864
CFO 9B-l OTAY PROJ
800-676-7516
WATER AVAILABilITY
619-670-2712
MOSQUITO SURVEILLANC
800-273-5167
CFD 13M 0 R VLG2
800-676-7516
VECTOR DI5EASE CTRL
800-273-5167
CWA WTR AVAILABILITY
858-522-6900
CFD 97-2
800-676-7516
TOTAL AMOUNT
0.00000 0.00
0.00937 727.20
0.00489 379.51
0.01461 1133.88
0.00500 388.05
0.00430 333.72
1.12459 87279.56
PHONE
174.94
2046.64
456.00
2.28
131 5.90
1.48
152.00
2733.08
94161.96
San Diego County 2009-2010 Secured Property Tax
For Fiscal Year Beginning Jury f,2009and Ending June 30,2010
DUE
Check one or both boxes to Indicate which inm:lIllments(s~ you will be paying online. Then click Add Selected Instalfment(s)
to Cart to co:mlinue. The second installment can be paid at the same tIme or after the first instal/ment.
Installment Dee O~I~ D81inquent ~m"!.H,t
A[1~r
First Installment
Second InsBllment
Total
1211012009
04/1212010
1211012009
04/1212010
https://WWW.Sdcrreastax.com/ebpP3/(sXcUgnf3hY)(3Zm552dVOUPZu)/SecuredPropDeraiJ.aspx
Page 88
3-109
47,080.98
47,080.98
94,161.96
Page 2 of2
EXHIBIT "N"
In July 1995, Baldwin Builders, Inc. a corporation owned by James and AlfTed Baldwin, and
Baldwin Building Contractors, Ltd. a partnership owned 97% by Baldwin Builders, Inc. (the
"Baldwin Company") filed for reorganization under Chapter II of the Bankruptcy Code.
In February 1996, in order to obtain new financing for the Baldwin Company, James and AlfTed
Baldwin personally contributed land they owned with an estimated value of over $30 million and
agreed to transfer control of the Baldwin Company to a trustee selected by the new lenders.
Pursuant to an agreement approved by the bankruptcy court, James and AlfTed Baldwin and their
affiliates exchanged mutual full releases of all claims with the Baldwin Company. Baldwin
Building Contractors, Ltd. has since had a plan for reorganization approved and has emerged
fTom bankruptcy under the name "New Millennium Homes". James and AlfTed Baldwin are not
involved in the management of New Millennium Homes and have a de minimis ownership
interest in that company. James and AlfTed Baldwin and certain of their affiliated entities, not
including any entities involved with the Developer (collectively, the "Baldwins"), were plaintiffs
and defendants in various lawsuits with New Millennium relating to alleged purchase options
and related matters for two parcels ofland owned by the Baldwins. On June 21, 1999, the
Baldwins and New Millennium entered into a "Settlement Agreement and Mutual Release"
which settled all litigation between the parties and provided for full and complete releases of all
claims against each other.
New Millennium Homes was delinquent in the payment of special and ad valorem taxes on all of
its properties, including special taxes on properties located in Calabasas (Los Angeles, CFD No.
4), Anaheim Hills (City of Anaheim, CFD No. 88-1, and Orange Unified School District CFD
No. 89-2), and Portola Hills (Santa Ana Mountains Water District CFD No.2 and County of
Orange CFD No. 87-2). As part of its plan of reorganization, New Millennium Homes has either
paid or entered into payment plans with respect to all of its delinquent special and ad valorem
taxes. New Millennium Homes currently does not own any property within the District.
Page 89
3-110
@
EXlUBIT "0"
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Department:
Chicago Title Company
Attn: Tom VoteVKen Cyr
Email: votelt(a)ctt.com & ken.cvr(a)cttcom
Phone: (619) 521-3553 & (619) 521-3555
Fax: (619) 521-3608
Order No.: 930015545-U50
Customer:
Sunrise Company
Attn: Cheryl Hill
Email: chil!(a)sunriseco.com
Phone: (949) 640-8300
PRELIMINARY REPORT
Property Address: APNS: 644-310-03,08
Dated as of: August 31, 2009 at 7:30 am
In response to the application for a policy of title insurance referenced herein, Chicago Title Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or pokies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred
to as an Exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations or Conditions of said Policy forms.
The printed Exceptions and Exclusion from the coverage and Limitations on Covered Risks of said Policy
or Policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause.
When the Amount of Insurance is less than that se forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title
Insurance which establish a DeducnDle Amount and a Maximum Dollar Limit of Liability for certain
coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the
issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be
assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.
The policy( s) of title insurance to be issued hereunder will be policy( s) of Chicago Title Insurance Company
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with
notice of matters which are not covered under the terms of the title insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list ail liens, defects, and encumbrances affecting tide to the land.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY
CLT A Pre]iminary Report Fonn. Modified (J 1-17-06)
Page I
3-111
EXHIBIT "0" (Continued)
Order No.: 930015545.U50
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee as to Parcel(s) A and B
An Easement more fully described below as to Parcel( s) B I
2. Title to said estate or interest at the date hereof is vested in:
Otay Ranch VilJage II-PC-B, LLC, a Delaware limited liability company, as to Parcel A; and
Otay Ranch Village II-PC-IS, LLC, a Delaware limited liability company, as to Parcel Band BI
3. The land referred to in this report is situated in the State of California, County of San Diego and is
described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLTA Preliminary Report Form - Modified (l J-17-06)
Page 2
3-112
EXHIBIT "0" (Continued)
Order No.: 930015545-U50
LEGAL DESCRIPTION
PARCEL A: APN 644-310-03
LOT] OF CHULA VISTA TRACT NO. 06-05, IN TIlE CITY OF CHULA VISTA, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP TIlEREOF NO. ]5717, FILED IN THE
OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 22, 2008.
PARCEL B: APN 644-310-08
LOT 7 OF CHULA VISTA TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP TIlEREOF NO. ]5350, FILED IN TIlE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006.
PARCELBI:
A NON-EXCLUSIVE EASEMENT FOR PRIVATE RECIPROCAL ACCESS AND UTILITY, OVER,
UNDER, ALONG, THROUGH AND ACROSS THAT PORTION OF LOT 6 OF CHULA VISTA
TRACT NO. 06-05, OTAYRANCH VILLAGE 2 AND PORTIONS OF VILLAGE 4 "A" MAP, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. ] 5350, FILED IN THE OFFICE OF TIlE COUNTY
RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006, DESIGNATED AND DELINEATED ON
SAID MAP AS "FUTURE PRIVATE RECIPROCAL ACCESS AND UTILITY EASEMENT TO BE
CONVEYED TO SUBSEQUENT OWNERS PURSUANT TO SECTION 18.20.]50 OF THE CHULA
VISTA MUNICIPAL CODE".
SAID EASEMENT]S HEREBY DECLARED TO BE APPURTENANT TO AND FOR THE BENEFIT
OF ALL OR ANY PORTION OF SAID LOT 7 DESCRIBED ABOVE.
END OF LEGAL DESCRlPT]ON
CLT A Preliminary R~oIt Fonn - Modified (I 1-17-06)
Page 3
3-113
EXHIBIT "0" (Continued)
Order No.: 9300] 5545-U50
SCHEDULE B
At the date hereof, items to be considered and exceptions to coverage in addition to the printed
Exceptions and Exclusions in said policy form would be as foIlows:
THE FOLLOWING ITEMS AFFECT PARCELS A
1. Property taxes, including any assessments coIlected with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
2. Taxes and assessments levied by the Otay Water District for Water Improvement District No. 27.
3. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
4. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
District:
Disclosed By:
Community Facilities District No. 98-1
Tax Report
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the GOvernment Code imposing a continuing lien not yet due and payable
Executed by: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: August 21, 2001 as Document No. 2001-0594092
Amendment to Notice of Special Tax Lien recorded February 6, 2007 as Document No. 2007-
0082820
6. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: Chula Vista Elementary School District
Purpose: Community Facilities District No. 17
Recorded: December 8, 2005 as Document No. 2005-1056527
Amendment to Notice of Special Tax Lien (Annexation No.1 to CFD No. 17) recorded
October 5,2006 as Document No. 2006-0710930
7. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union High School District
Community Facilities District No. 17 Improvement Area I
February I, 2006 as Document No. 2006-0074984
Amendment to Notice of Special Tax Lien (Annexation No.1 to CFD No. 171'A-I) recorded
August 29,2006 as Document No. 2006-0616136
CL TA Preliminary Report FOIm - Modified (1 I ~ J 7-06)
Page 4
3-114
EXHIBIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
( coutinued)
8. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Putpose:
Recorded:
City of Chula Vista
Community Facilities District No. 13M
February 6,2007 as Document No. 2007-0082821
9. Water rights, claims or title to water, whether or not disclosed by the public records.
10. An agreement, and the terms and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of Chula Vista, a chartered municipal corporation, the
County of San Diego, a poJitical subdivision and Otay Vista
Associates, a CaJifornia Jimited parinership
Indemnification. implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7, 1994 as Document No. 1994-0084743
Regarding:
Recorded:
11. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City ofChula Vista and Otay Ranch, L.P., a
CaJifornia limited partnership, subject to all the terms, provisions and conditions therein contained,
recorded May 12, 1997 as Document No. 1997-0219970
12. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P. (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general parinership, Pill Otay Ranch Associates
LLC, a Delaware limited liability company, subject to all the terms, provisions and conditious
therein contained, recorded June 28, 2000 as Document No. 2000-0341829
13. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
November 15, 2000 as Document No. 2000-0621780
The exact location and extent of said easement is not disclosed of
record.
CLTA Preliminary Report Fonn- Modified (1]-17-06)
Page 5
3-115
EXHIBIT "0" (Continued)
Order No.: 930015545.U50
SCHEDULE B
(continued)
14. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; aSSessments, liens and the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if a..TJ.Y, based upon on race, color, religion,
sex, sexual orientation, familial status, marital stains, disability, handicap, national origin, ancestry,
or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law).
Recorded:
October 4, 2005 as Document No. 2005.{)8561 04
Said covenants, conditions and restrictions provide that a violation thereof sha11 not defeat the lien
of any mortgage or Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
suhordinate to the lien of certain mortgages Or deeds of trust made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and Restrictions of Montecito at Otay
Ranch recorded June 1, 2006 as Document No. 2006-0389164 and re-recorded July 11, 2006 as
Document No. 2006-0487654.
Second Amendment to Declaration of Covenants, Conditions and Restrictions of Montecito at Otay
Ranch recorded August 30, 2006 as Document No. 2006-0619008
Supplementary Declaration of Montecito at Otay Ranch recorded June 20, 2007 as Document No.
2007-0415537
15. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
Otay Project L.P. and City ofChula Vista, subject to a11 the terms, provisions and conditions therein
contained, recorded May 26,2006 as File No. 2006-0375302
16. A document entitled "Supplemental Subdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions
and conditions therein contained, recorded May 26, 2006 as File No 2006-0375301
17. Easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Purpose:
Affects:
15350
General utility and access
As shown on map no. 15717
Purpose:
Affects:
Landscape buffer and sidewalk
As shown on map no. 15717
CLT A Preliminary Report Form. Modilied (1 J -17-06)
Page 6
3-116
EXHffiIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
18. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or
restriction is contr01led or permitted by any applicable federal or state law, any covenants or
restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, medical condition, national origin, source of income, or ancestry" as set forth in
the document
Recorded:
June 15, 2006 as Document No. 2006-0426863
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of a first mortgage or fIrst Deed ofTrus! made in good faith and for value.
19. A document entitled "School Facilities Funding and Mitigation Agreement", dated, January 23,
2006, executed by Sweetwater Union High School District, Otay Project L.P., a California limited
partoership, Otay Ranch VII JC, LLC, a Delaware limited liability company, Otay Ranch Twelve,
LLC, a Delaware limited liability company, Otay Ranch VII-I, LLC, a Delaware limited liability
company and Otay Ranch R-2B, LLC, a Delaware limited liability company, subject to all the
terms, provisions and conditions therein contained, recorded June 19,2006 as Document No. 2006-
0433349.
20. A document entitled "Resolution No. 2006-156", dated, June 9, 2006, executed by Otay Project
L.P., subject to all the terms, provisions and conditions therein contained, recorded June 28, 2006
as Document No. 2006-0458125.
21. A document entitled "Resolution No. 2006-157", dated, June 9, 2006, executed by Otay Project
L.P., subject to all the terms, provisions and conditions therein cootained, recorded June 28, 2006
as Document No. 2006-0458126.
22. A document entitled "Supplemental Subdivision Improvement Agreement for the Chnla Vista
Tract no. 06-05 Otay Ranch Village Two Neighborhood R-13", dated, September 16, 2008,
executed by the City of Chula Vista and Otay Ranch Village IT-PC-l3, LLC, subject to all the
terms, provisions and conditions therein contained, recorded September 22, 2008 as File No. 2008-
0500474, Official Records.
23. A document entitled "Subdivision Improvement Agreement", dated, September 16, 2008,
executed by the City of Chula Vista and Otay Ranch VilIage IT-PC-l3, LLC, subject to a1l the
terms, provisions and conditions therein contained, recorded September 22, 2008 as File No. 2008-
0500475, OffIcial Records.
24. A deed of trust to secure an indebtedness in the aroount shown below, and any other obligations
secured thereby
Amount:
Dated:
Trustor:
$30,000,000.00
April 27, 2009
OTAY RANCH VILLAGE IT-PC-l3, LLC, a Delaware limited
liability company
First Bank, a Missouri banking corporation
First Bank, a Missouri banking corporation
May 12, 2009 as me no. 2009-0251832 of Official Records
Trustee:
BenefIciary:
Recorded:
CLTA PrdjmiDaI)' Report Form - Modified (11.17-06)
Page 7
3-117
EXHmIT "0" (Continued)
Order No.: 9300J5545-U50
SCHEDULE B
(continued)
25. Lien, if any, ill favor of AB FINCO, LLC, a Delaware limited liability company, under an
unrecorded purchase money note dated June 15, 2006, arising tram the fact that part of the
purchase price of the land in the amount of $32,223,754.73 remains unpaid.
An agreement which states that this instrument was subordinated
To:
Recorded:
By Agreement
Recorded:
Deed of Trust
May 12, 2009 as file no. 2009-0251832 of Official Records
May 12, 2009 as file no. 2009-0251833 of Official Records
26. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
Otay Ranch ViIIage II-PC-I3, LLC and City ofChula Vista
May 21, 2009 as Instrument No. 2009-0270158 of Official Records
Lien and Development Impact Fee Payment Plan Program
Agreement
Reference is hereby made to said document for full particulars.
First Amendment to the Lien and Development Impact Fee Payment Plan Program Agreement
recorded September 1, 2009 as Instiument No. 2009-0488466 of Official Records.
27. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
Otay Ranch VilIage II-PC-I3, LLC and City ofChula Vista
May 21, 2009 as Instrument No. 2009-0270]59 of Official Records
Lien and Development Impact Fee Payment Plan Program
Agreement
Reference is hereby made to said document for full particulars.
First Amendment to the Lien and Development Impact Fee Payment Plan Program Agreement
recorded September 1, 2009 as Instrument No. 2009-0488466 of Official Records.
28. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
OtayRanch Village II-PC-B, LLC and City ofChula Vista
May 2],2009 as Instrument No. 2009-0270160 of Official Records
Lien and Development Impact Fee Payment Plan Program
Agreement
Reference is hereby made to said document for fuIl particulars.
CLTA Preliminary Report Form - Modified 01-17-06)
Page 8
3-118
EXHIBIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
First Amendment to the Lien and Development Impact Fee Payment Plan Program Agreement
recorded September 1,2009 as Instrument No. 2009-0488466 of Official Records.
29. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
Otay Ranch VillagelI-PC-13, LLC and City ofChula Vista
May 21, 2009 as Instrument No. 2009-0270161 of Official Records
Lien and Development Impact Fee Payment Plan Program
Agreement
Reference is hereby made to said document for full particulars.
First Amendment to the Lien and Development Impact Fee Payment Plan Program Agreement
recorded September 1,2009 as Instrument No. 2009--0488465 of Official Records.
30. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
Otay Ranch Village II-PC-l3, LLC and City of Chula Vista
May 21,2009 as Instrument No. 2009-0270162 of Official Records
Lien. and Development Impact Pee Payment Plan Program
Agreement
Reference is hereby made to said document for full particulars.
First Amendment to the Lien and Development Impact Fee Payment Plan Program Agreement
recorded September I, 2009 as Instrument No. 2009-0488465 of Official Records.
31. An Agreement, and the terms and conditions as contained therein
Dated:
By and Between:
Recorded:
Regarding:
May 12, 2009
Otay Ranch Village II-PC-l3, LLC and City ofChula Vista
May 21, 2009 as Instrument No. 2009-0270163 of Official Records
Lien and Development Impact Fee Payment Plan Program
Agreement
Reference is hereby made to said document for full particulars.
First Amendment to the Lien and Development Impact Pee Payment Plan Program Agreement
recorded September I, 2009 as Instrument No. 2009-0488465 of Official Records.
32. An easement for the purpose shown below and rights incidental thereto as set forth in a document
Granted To:
Purpose:
Recorded:
San Diego Gas and Electric Company
public utilities, ingress, egress
June 26, 2009 as Instrument No. 2009-0352574 of Official Records
CLTA Preliminary ReportFonn - Modified (1 1-17-06)
Page 9
3-119
EXHffiIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
Mfects:
The exact location and extent of said easement is not disclosed of
record
THE FOLLOWING ITEMS AFFECTS PARCELS B & BI
33. Property taxes, including any assessments collected with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
34. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Cbapter 3.5
(commencing with Section 75) oftbe revenue and taxation code of the State ofCalifomia
35. A pending assessment for tbe District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District
Community Facilities District No. 98-1 Open Space Maintenance
District (Otay Project, LLC OVP SPA One Village 2 West and
portions of Villages 2, 6, 7 and Planning Area 12)
Proposed boundary map
Augnst 18, 1998 as File No. 1998-0523069 of Official Records
Disclosed By:
Recorded:
36. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Higbway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
City of Chula Vista
Cornmunity Facilities District No. 97-2 (preserve Maintenance)
Augnst 21, 2001 as File No. 2001-0594092 of Offici a! Records
37. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
Chula Vista Elementary School District
Communities Facilities District No. 17
December 8, 2005 as File No. 2005-1056527 of Official Records
38. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
Sweetwater Union High School District
Communities Facilities District No. 17 Improvement Area I
February I, 2006 as File No. 2006-0074984 of Official Records
39. Water rights, claims or title to water, whether or not disclosed by the public records.
40. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
CLTAPreliminary Report Form- Modified (11-17-06)
Page 10
3-120
EXHmIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
Granted To:
Purpose:
City of San Diego
Water pipe lines and trench and excavation slopes and wasting of
excess excavated materials
July 14, 1923 in Book 937. Pa2e463 of Deeds
As shown on said map
Recorded:
Affects:
41. An agreement, and the terms and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of Chula Vista, a municipal corporation, the County of San
Diego, a political subdivision and Otay Vista Associates, a Califomia
limited partnership
Indemnification, implementation of mihgation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7, 1994 as File No. 1994-0084743 of Official Records
Regarding:
Recorded:
Reference is hereby made to said document for full particulars.
42. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City ofChula Vista and Otay Ranch, L.P., a
California limited partnership, subject to all the terms, provisions and condihons therein contained,
recorded May 12, 1997 as File No. 1997-0219970 of Official Records.
43. A document enWled "Desiltation and Maintenance Agreement with Otay Project L.P. (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, Pill Otay Ranch Associates
LLC, a Delaware limited liability company, subject to all the terms, provisions and condihons
therein contained, recorded June 28, 2000 as File No. 2000-0341829 of Official Records
44. A document entitled "Conveyance Settlement Agreement by the City of Chula Vista, Otay
Project and Otay Land Company", dated, August 27, 2002, executed by Otay Land Company,
LLC, a Delaware limited liability company, City of Chula Vista, a Califomia municipal corporation
and 0tay Project, LP, a California limited partnership, subject to all the terms, provisions and
conditions therein contained, recorded September 5, 2002 as File No. 2002-0756563 of Official
Records
45. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon
on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap,
national origin, ancestry, or SOurce of income, as set forth in applicable state or federal laws, except
to the extent tbat said covenant or restriction is permitted by applicable law) as set forth in the
document
Recorded:
October 4, 2005 as File No. 2005-D856104 of Official Records
CLTA PrelinUnary Report Fonn - Modified (J 1-17-06)
Page 11
3-1 21
EXHmIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of any mortgage or Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of certain mortgages or deeds of trust made in good faith and for value.
Among other things, said document provides:
Various easements
Modification(s) of said covenants, conditions and restrictions
Recorded:
June 1,2006 as file no. 2006-0389164 of Official records
Supplementary Declaration of Montecito at Olay Ranch recorded June 20, 2007 as Instrument No.
2007-0415537 of Official Records.
46. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
Otay Proj ect L.P. and City of Chula Vista, subj ect to all the terms, provisions and conditions therein
contained, recorded May 26,2006 as File No 2006-0375302 of Official Records.
47. A document entitled "Supplemental Subdivision Improvement Agreemenf', dated, May 25,
2006, executed by Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions
and conditions therein contained, recorded May 26, 2006 as File No. 2006-0375301 of Official
Records.
48. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Chula Vista Tract No. 06-05, Otay Ranch Village 2 and Portions of
VilIage 4 "A" Map
Easement
Purpose:
Affects:
Private reciprocal access and utility
As shown on said map
49. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or
restriction is controlled or permitted by any applicable federal or state law, any covenants or
restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, medical condition, national origin, source of income, or ancestry" as set forth in
the document
CLT A Preliminary RepOl1 Fonn - Modified (l1-17-O6)
Page I 2
3-122
EXHIBIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
Recorded:
June 15, 2006 as file no. 2006-0426869 of Official records
Note: Section 12956.1 of the government code provides the following: "lfthis document contains
any restriction based on race, color, religio~ sex, sexual orientation, familial status. marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.1 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Note: lfyou should request a copy of the document referred to above, California Law requires that
a county recorder, title insurance company, escrow company, real Estate broker, real Estate agent,
or association that provides a copy of a declaration, governing document, or deed to any person
shall place a cover Page over, or stamp on the fIrst Page of the previously recorded document or
documents a statement, in at least 14-point boldface type, relating to unlawful restrictions.
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of a first mortgage or first Deed of Trust made in good faith and for value.
50. An easement for the purpose shown below and rights incidental thereto as reserved in a document.
Purpose:
Recorded:
Affects:
private reciprocal access and utility
June IS, 2006 as file no. 2006-0426870 of Official records
The route thereof affects a portion of said land and is more fully
described in said document.
51. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 13M
Assessment District Boundary
December 4, 2006 as Instrument No. 2006-0858546 of Official
Records
Notice of Special Tax Lien recorded February 6, 2007 as Instrument No. 2007-0082821 of Official
Records
52. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Annexation Map No.6
Community Facilities District No. 97-2
Assessment District Diagram
Amendment to Notice of Special Tax Lien recorded February 6, 2007 as Instrument No. 2007-
0082820 of Official Records.
CLTA Prelitninary Report Form - Modified (I 1-17-06)
Page ]3
3-123
EXHmIT "0" (Continued)
Order No.: 930015545-U50
SCHEDULE B
(continued)
53. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
San Diego Gas and Electric Company
public utilities, ingress, egress
February 28, 2007 as Instrument No. 2007-0137401 of Official
Records
The exact location and extent of said easement is not disclosed of
record
Affects:
54. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
CoxCom, Inc., dba Cox Communications San Diego, a corporation
public utilities, ingress, egress
July 24,2007 as Instrument No. 2007-0493579 of Official Records
The exact location and extent of said easement is not disclosed of
record
THE FOLLOWING ITEMS AFFECTS ALL PARCELS
55. Matters which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land Title
Survey of said land that is satisfilCtory to this Company, and/or by inqujry of the parties in
possession thereof.
This office must be notified at least 7 business days prior to the scheduled closing in order to
arrange for an inspection of the land; upon completion of this inspection you will be notified of the
removal of specific coverage exceptions and/or additional exceptions to coverage.
56. Any rights of parties in possession of said land, based on any unrecorded lease, or leases.
This Company will require a full copy of any unrecorded lease, together with all supplements,
assignments, and amendments for review.
END OF SCHEDULE B
CLTA Preliminary Rep0l1 Fonn - Modified (l1-17-Q6)
Page 14
3-124
EXHffiIT "0" (Continued)
Order No.: 930015545-U50
INFORMATIONAL NOTES
Note No. I: The policy oftitIe insurance will include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any service of the Compaoy in connection with its issuance or the breach of a policy provision or
other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insuraoce coverage.
Note No.2: The policy to be issued may contain ao arbitration clause. When the Amount of
Insuraoce is less than the amount, if aoy, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Compaoy or the Insured as the exclusive remedy of the
parties.
Note No.3: Your open order request indicates that a Limited Liability Compaoy wiIl be acquiring,
encumbering or conveying real property in your transaction. Under the provisions of "the
California Limited Liability Act, effective September 30, 1994" the following wiIl be required:
1. A copy of the Articles of Organization (aod all amendments, if any) that has been filed with
the Secretary of State.
2. The requirement that this Compaoy be provided with a copy of the Operation Agreement.
The copy provided must be certified by the appropriate maoager or member that it is a copy
ofllie current operating agreement.
3. If the Limited Liability Compaoy is member-managed then this Company must be provided
with a current list of the member names.
Note No.4; Property taxes, for the fiscal year 2008 - 2009 are paid. For information purposes the
amounts are:
1" Installnnent:
2"d Installnnent;
Exemption;
Code Area;
$186,128.60 Paid
$186,128.60 Paid
$None
01265
Assessors Parcel Number:
644-310-03
Property taxes, for the fiscal year 2008 - 2009 are paid. For information purposes the amounts are:
I" Installment
2nd Installnnent;
Exemption:
Code Area;
$44,155.01 Paid
$44,155.01 Paid
$None
01265
Assessors Parcel Number:
644-310-08
CLTA Preli.minary Report FOIIn - Modified (11-17"()6)
Page 15
3-125
GP
EXHIBIT "0" (Continued)
INFORMATIONAL NOTES
(continued)
AITACHMENT ONE
PRIVACY STATEMENT
IMPORTANT INFORMATION:
Order No.: 930015545-U50
For those of vou receivin!! this report bv electronic deliverv the Privacv Statement and Exclusions
From Covera!!e are linked to this report. Please review this information bv s.lectin!! the link. For
those of ou who are receivin a hard co of this re ort a co of this information has been
submitted for Your review.
CLTA PrelimiDary ReportFOIm ~ Modified (11*17-06)
Page 16
3-126
EXHIBIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial GronD of Companies' Privacv Statement
July I, 2001
We recognize and respect the privacy oftoday's consumers and the requirements of applicable federal and state privacy laws.
We believe that making you aware of how we use your non-public personal information ("Personal Infonnation"), and to
whom it is disclosed, will form the basis for a relationsbip of trust between us and the public that we serve. This Privacy
Statement provides that explanation. We reserve the right to change this Privacy Statement rrom time to time consistent with
applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or rrom the services being performed by, us, our affiliates or others;
. From our Internet web sites;
. From the public records maintained by government entities that we wither obtain directly ITom those entities, or
from our affiJiates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect YOUT Personal Information from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing ofYonr Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. to agents, brokers or representatives to provide you with services you have requested;
. to third-party contractors or service providers who provide services or perform marketing or other functions on our
behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may fmd
of interest.
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise
permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Infannation.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and. under certain circumstances, to find out to whom
your Personal Information has been disclosed Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Infonnation. We reserve the right, where pernritted by law, to charge a reasonable fee to cover the
costs incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive tnore that one privacy notice from us. We
apologize for any inconvenience this may cause you.
Privacy Statement (10-21-03)
3-127
EXHmIT "0" (Continued)
AITACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exception~ in Schedule B,}'1:>U arc not insured against IClS5,
costs. attorneys' fees, and expenses resulting from:
I. Governmental police power, and the C1tistence or violation of any Jaw
or govcmmtnt regulation. This includes building and zoning
ordinances and also Jaws and regulations concerning:
Iandnse
improvements on the land
laDddivision
environmental protection
TIlis exclusion does not apply to violations or the c:JJforcement of these
mattClll wbich appear in rue public records at Policy Date.
This exclusion does not limit the zoninr ccverage dcscn'bed in ft~ 12 aDd
13ofCovcredTitlcRisks.
2. The right to take the land by condemning it, unlcu:
a notice of exercising the rigilt appears in the public records on
the PoJicy Date
the taking happened prior to the Policy Date and is binding on
yon if you bought the land without knowing of the taking
3.
TitlcRisk3;
that are created, allowed, Of agreed to by you
that are kDOWD to you, bnt nollo 1lS, on the Policy Date _ unless
lbey appeared iD the pu!Jlic records
that result in no ]0.$5 Ioyau
that first affect your title after the Policy Date-this does notJimi't
the Jabor aDd IDarerial lien coverage in Item 8 of Covered Title
R.;,b
4. Failure to pay wIue for YOU1 ritle.
S. Lack ofa right:
10 any land outside the area specifically &scribed and referred to
in Item 3 of Schedule A
OR
in stree1s, alleys, o1watt:rways that touch your land
This e1(clusion does not limit the access oovernge in Item S of Covered Title
Risks.
In addition to the Exc]usions you aI"$ not insured against loss, costs, attorneys' fees, and tI!I~ expenses resulting ftom:
J. ADy right, interests, or claims ofpa-rues in possession of the land not 3. Any facts about the land wJUch a coneel swvey would diseJose Bnd
shown by the public ""cords. which are not shown by the public records. This does nol limit tbe
2. Any easements or liens ootshown by the-public records. This does not forced removal coverage in Item 12 of Covered Title Risks.
limit the lien coverage in I~m 8 of Covered Title Risks. 4. Any Water ri2"hts or claims or title 10 water in or under IIu: land,
whether or not shown by the public records.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The following matlen are expressly excluded trom the coven.ge of this
policy and the Company wi!] not pay loss or damage, costs, atlomcys' fees
or exponses which arise by reason of; .
J. (3) Any Jaw, ordinance or goveritm~ntal regulation (including but not
limited to building or zoning Jaws, ordinances, or regulations)
restricting, regulating, prObibiting or relating (i) the occupancy,
use, or eryoymcnt of the land; (ii) the character, dimensions or
location of any improvement now or bereafter erected on the
land; (iii) a separation in ownership or a change in the dimensions
or area of the land or any parcel of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordimnce.s or governmental regulations,
except to the extent that a notice of the enforcement thereof or a
notice of a defect, lien, or encumbrance resulting from a violation
OJ alleged violation affecting the land has been recorded in the
public records at Date ofPoHcy.
(b) Any g<IVel"nmentaJ police power not eJtCJuded by (a) above,
except to the extent that a notice oftbe exercise thcreofor notice
of a defect, lien or encumbrance resulting from a violation or
alleged violation affecting the land has been recorded in the
public records at Date of Policy.
2. IUgh!s of eminent domain unle.s.s IIOtice of the exercise thereof has
been recorded in the public I'C(:Ords al Date of Policy, but not
excluding from covenge any taking wbich has occuned prior to Date
of Policy which would be binding 011 the right$ of a pWchaser for
vaJuewithoutknowlcdge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Dale of Policy,
but crea/ed, suffered, assutned or agreed to by the insured
claiJni1nl;
(b) nol known 10 the Company, DOt recorded in tbe public records at
Dale of Policy, but known 10 tbc insured claimant and not
disclosed iD writing to the Company by the insured claimanl prior
totbcdatethein=dciaimantbccalocaninsun:dunderdds
policy;
(c) resuJting in no loss or damage to the insured claimant;
(d) attaching or created subuquent 10 Date of Po/icy; or
(e) resulting in loss or damage wlrich would not have been sustained
if the insurecl clairolntbadpaid vallie for the insured mortgage or
for the estale or interest insured by this policy.
4. Uncnforceability of the lien of the illSUICd mortgage because of the
inability or failure of the insured at Date ofPoJicy, or the jnability Of
failure of any subsequent I)wner of /he indebtedness, to comply with
the appJic:able doing business laws of the state in which the land is
s:itultcd
S. InVillidity orunenforcc:ability of the lieD of the insured mortgage, or
claim thereof, which WI:!! out of the transaction ev~ by the
insured mortgage and is based upon usury or any consumer credit
protection or truth in]ending law.
6. A1:Jy claim, wmch arises out ofthc transaction vesting in the insured
the estate of interest insured by thi.s policy or the transaction creating
the interest oftbe illSured lender, by 1C1son of the operation of federal
bankruptcy, state insolvency or similar creditors' rights Jaws.
SCHEDULE B, PART]
EXCEPTIONS FROM COVERAGE
11li5 policy does not insure agamst loss or damage (and the Company wiJI not pay costs, attorneys' fees or expellScs) which arise by reason of;
1. Ta:tes or assessments which are not shown as existing Hens by the 3. Easemetlts, liens or encumbnmces, or claims thereof which are not
records of any taxing authority that levies taxes or assessments on raill shown by the public records.
pro?crty or by the ~ublic records. Proceedings by a ~ublic agency 4. Discrepancies. conflicts in boundary lines, shortage in area,
WhlCh ~ay rf.:suIt In taxes or assessments. Of notices of such encroachments, Dr any other facts which a COrJ'el::t SU/Vey would
proceedings, whether or not shown by ~ records of such agency or d' clo aud hid t how b tb bl" cis
by the public records. IS sc, w arena s n y epu ICrccor .
" '. 5. (a) Unpatented mining claims; (b) reservations or exceptions in
2. Any. facls, nghts, Jnt~rests, or claims w~h are n~t 5ho~ by the patents QC in Acts authorizing tbe issuance thereof; (c) watCl" rights,
pubbc rec~rds but whIch could be ascerta~ned by ~ mspectlon of the cJailllS or title to water, whet:ber or not tbe matters excepted under (a),
land or which may be asserted by persons In possessIOn thereof (b) or (c) are shown by the public ~rds.
Attachment One (J 1-17-06)
Page J 8
3-128
EXHIBIT "0" (Continued)
AITACHMENT ONE
(CONTINUED)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT-FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
Th~ following matters are expr~sly excluded [rQm the coverage afthis
policy and the Company will not pay los.s or damage, costs, attorneys' fees
or expenses which arise by reason of
I. (a) Any Jaw, onlinance or governmental re:gulalioD (.inc:JudiDgbut not
limited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or .relating to (i) the occupancy,
use., or enjeyment of the land; (u) the c1Iaracter, dimensions DT
location of Iny improvement now or hereafter erected on the
land; (m) a separation in oW1lersh.ip or a chan~ in the dimensions
or area of the land or any parcel of which the land is or was a
part; or (iv) envirom:ncntal prot~lion, or the effect of any
violation of theSe Jaws, OJ'd.irninces or governmental reguJations,
except !O the extent that a notice of the enforcement thereof or a
notice ofa ~t, Jien orcncumbrancc =lting nom a violation
oraJJegedviolatioDaffcctfngtbe1aDdhasbe~reco{dedinthe
public ucords at Date ofPolit:y.
(b) Any governmental police power not excluded by (a) above,
e~pt to the extent that a notice of the exercise the~f or a
notice ofa defect, Jien OI encumbrance resulting itom a violation
or alleged violation affecting the !aDd bas been recorded in the
public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has
been recorded in the public records at Daie of Policy, but not
excluding from coverage any taking which bas occulTed prior to Date
of Policy which would be binding on tile rights of a purchaser for
value without knowJed~.
3. Defects, liens, encumbrances, adverse c!ailIlS or other matters:
(a) created,S\lffered,assurnedoragreedtobytheinsuredclaimant;
(b) not known 10 the Company, not recorded in the public records a[
Date of P01icy, but known to fhe insured claimant and not
disclosed m writing 10 the Company by the insured claimant prior
to the date the insured claimant became an insured under this
policy,
(c) resulting-in no Joss or damage to the insured cJaimant;
(d) attacwng or created subsequCJl.t to Date of Policy (except to the
extent that this policy insures the priority ofthe lien of the insured
mortgage over any statutory Jien forsetVices, labor or material or
to the extent insurance is affurded herein as to assessments for
s~et improvements under construction or completed at Dale of
Policy); or
(e) resulting in loss or damage wwch wouJd not have been ~stained
if the imured claimant had paid value forthe ilJSUred mortgage.
4. Uncnfon:oabilityofthe Jjen oflhe insured mortgage because of the
inability or failure of!he il1Sured at Date of Policy, or tbe inability or
failure of any subsequent oWller of the indebtedness, to comply with
applicable doing business laws of the state in wilich the land is
situated.
5. Inva!idityorunenforceabilityoft1lelienoftbeinSuredmortga~,Or
claim tbereot; which arises out of the transaction evid~ced by the
insured mortgage and is based Upon usury or any COlIsurner credit
protcct:ion or truth in lending law.
6. Any statutory Hen for services, labor or materials (or the claim of
priority of any sl1ltuOOrylien for services, labor or materials overtbe
lien of the insured mortgage) arising nom all improvement or work
related to the land wlUch is CODCnlcted for alld commenced subsequent
to Date of Policy and is not financed in whole or in part by proceeds
of the indeb1edness secuoo by the insured mortgage which at Date of
Policytheinsuted has advanced oris ohIigated to advance.
7. Any claim, whicb arises out oftbe transaction creating Ihe inferest of
the mortgagee msured by this policy, by reason of the Dptr.ltion of
l'cdeT'lllbankrupt.cy, stateinso]vency, or sirnHarcreditors'righls Jaw~
that is based On:
(i) t:M transaction creating Ihe interest of the insured mortgagee
being deemed a ibudulent CQnveyance or mudulent tIansfer; or
(ii) the subordination of the interest oft.he insured mortgagee as a
result of the application of the doctrine or equitable
subordination: or
(iii)the transaction creating th~ interest of the insured mortgagee
being deemed a prefe~ntial transfer except where the p~fen:ntial
transfer results from tbe failure:
(a) totimeJyrecordtheinstrumentoftransfer;w
(b) of such recordation to impart notice to a purchaser for va!ue
or ajudgmel\t or lien creditor.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions trom Coverage, the Exceptiom
from Coverage in a Standard Coverage policy wi!! also include the folJowing Exceptiom nom Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or dalnagc: (and the CoropanywiII not pay costs, attorneys' fees or expenses) which arise by reason of.
]. Taxes or assessments wlrich are not shown as ~1tisting liens by the 3 Easements, liens or encumbrances, or claims thereof, which are not
records of any taxing authority that Jevies taxes or assessments on rea] shown by the public records.
pro?Crty or by the ~ublic records. Proceedings by a ~ubIic agency 4 Discrepancies, conflicts in bourn/ary lines, shortage in area,
wh1cIl ~y result m tues or assessments, or DOClces of suell encroac1unents, or any other f.lcts which a correct survey wonId
proceedings, WhetJ1er or nol shown by the records of sucll agency or disclose, and which are not shown by the public records.
bYIhePUblic.reco~s. '. S. (a) Unpatented mming cJaims; (b) reservations or exceptions in
2. Any. facts, nghts, UIt~rests or claul1S w~h a~ ~t sho",:n by the patents or in Acts authorizing th~ issuance thereof; (c) water rights,
public rec~ds but whIch couJd be ascerta~ned by a~ InspeCtion oftJ1e cJairns or title to water, whether or not the matters excepted under (a),
land or wluch may be asserted by pen;oru: m possessIon thereof (b) or (c) ar~ shown by the public records.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The foIlowmg matteJS are expressly excluded:from the coverage of this
policy, and tbe Company wiIJ not pay loss or damajtC, costs. attorneys' fees,
or expenses that arise bYTCasonof
J. (a) Any law, ordinance, pennit, or governmental regulation
(including those relating to building and zoning) restricting,
regulating. prohibitiDg, or relating to
(i) the occupancy, use, or enjoymentoflhe Land;
(ii) th~ character, dimensions, or location of any improvement
~rected on the !.and;
(iii)thesubdivisiotlof]and; or
(iv) environmental protection;
or the effect of any violation of thest Jaws, ordinances, or
governmental regulations:. This Exclusion 1(a) does not modify
or limit the coverage provided under COVtred Risk S.
Attachment One (11-17-06)
Page 19
3-129
(b) Any governmenta! police power. This mcJusion l(b) does not
modify or limit the coverage provided under Cover~d IUsk 6.
2. Rightsoferninentdomain. This &clusion does not modify or Jirnil
the coverage provided under Cover~d Risk 7 or 8.
J. Def~cts, liens, cncuntbrances, adverse clai..tm, or other matters
(a) created, suffered, assumed, or agreed to by 1h~ Insured Claimant;
(b) not Known to the Company, not recorded in the Public Re~or& at
Da~ of Policy, but Known to the Insured Claimant and not
discJosed in writing 10 the Company by the Insured Claimant
prior 10 the date tile InsuredClai.rnant became an Insured ul1der
this policy;
(c) resulting in no loss or damage to thc Ins:ured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this
does not modify or limit the Coverage provided under Covr;red
Risk II, 13,orI4);or
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
4
(e) J't:suIting in loss or damage that would not have: been sustained if
the Insured Claimant had paid value for the Insured Mortgage,
Unenfo~ability of tbe lien of the IJlStJTed Mortgage because of the
inability or failure of an Insured to c:ompJy with applicable doing_
business Jaws of the sta~ where the Luld is situated.
Invalidity or Ilnenfon:eabiJity in whoJe or in part of the lien of the
Insured Mortgage tbat arises out of the transactioD evidenced by the
Insured Mortgage and is based upon usury or any COllSUmer credit
protection or truth~in.lcnding Jaw.
5.
6. Any claim, by reason of the operanOIl of federal bankruptcy, state
insolvency, or similar creditoB' rights laws, tba! the transaction
creaangthe lien of the Insured Mortgagc,is
(a) atiaUdUJentconvcyanceorftaudulenttnmSfer,or
(b) it preferential transfer for any ~son not staled in Covered Risk
13(b) of this policy.
7. Any lien on the Title for real estate taxes or UscSI>ments imposed by
governmental authority and created or attachiI:t&" b~twee.n Date of
Policy and the date of recording of the Insured Mortgage in the Public
R~cordJ;. This Exclusion docs DOt modny or limit the coverage
provided under Covered Risk 11 (b).
The above policy form may be issued 10 afford eitha Standard Coverage or &tended Coverage. In addition to the above Exclusions ftom Covenlge, tlte Exceptiol1$
trolll Coverage in a Standard Covenlge policy win also include the fonowing Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Companywillllot pay costs, attorneys' fees or expenses) that arise by reaSOn of:
I. (8) Taxes or assessments that are not shown as existing Hens by the 3. Easements, liens or encumb.rances, or claims thereot; not shown by
records ofany taxing authority that levies taxes or assessruenrn on Ihe Public Records.
real property or by the Public Records; 4. Any encroachment, encumbrance, violation, variation, or advene
(b) Proceedings by a public agency that may result in taxes or circumstance affecting the Title that would be disclosed by an
assessments, or notices of such proceedings, wh~cr or not accurate and complete land survey of the Land and not shown by the
shown by the records of such agency or by the Public Records. Public Records.
2, Any facts, rights, interests, or claims that are not shown by the Public 5. (a) Unpatented mining clahn!; (b) tes~tions or exceptioilS in
Records but that couid be ascertained by an inspection of the Land or patents or in Acts authorizing the issuance thereof, (c) water rights,
Ihat may be: asserted by persons in po$SC$sion oftbe Land. cJaims or title to water, whether or not the matters excepted under (a),
(b),or (c) are shown by the Public R.ecords.
AMERlCAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressJy excluded fTom the covc.rage of this
poJicyand the Company will not pay loss or d3.1nage, COSfS, attorneys' fees
or expens~ which arise by reason of"
J. (a) Any law, ordinance or govwnmentaJ regulation (including but not
limited \Q building and zoniDg Jaws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the' occupancy,
use, or enjoyment af the land; (ii) the clmracteJ", dimensions or
location of any improvement now or hereafter erccll:=d on the
land; (iii) a separation in ownership ar a change.in the dimensions
or area af the land or any parcel of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or governmental nguJations,
except to the e.x~nt that a notice of the cclOn:ement tbereof or a
notice ora defect, lien or encumbrance resulting from a violation
ar aIlcged violation affecting the land bas been recorded in the
public records at Date of Policy.
(b) Any iOvernmenla;! police power not exduded by (a) above,
C);cept to the extent tlmt a notice of the exercise thereof or a
notice ota defect, lien or encumbrance resultina: from a violation
OJ" alleged violation affecting the land has been recordeod in the
public records at Date of Policy.
2. RigbfS of emiDent domain unless notice of the exercise thereof bas
been recorded in the public reconb at Dall: of Policy, but not
excluding from coverage any taking which bas occurred prior to Date
of Policy which would be binding on the riehts of a purchaser for
value without knowledge.
3. Defects, liens, encumbrances, adverse claims or otheor matters:
(a) CTC3ted,suffered,assumedoragreedfobytheiosurcdClaimant;
(b) not known to the Company, not recorded in the public reconhal
Date of Policy, but known to the imured claimant and Dot
disclosed in writing to the Company by the insl1rcd claimant prior
to the date the insured claimant becalne an insu~d under this
policy;
(c) resuttingin 110 1.1155 or damage to the iIlSllred claimant;
(d) attachina orcreared subsequent to Date of Policy; or
(e) resulting in Jou or dama.ge which would not have been sustained
if the insured claimant had paid value for the ~tate or interest
insured by this policy.
4. An.y claim, which arises out of the transaction vesting in the insured
the esl3te or interest insured by this policy, by reason of the operation
of federa! banJauptcy, stale insolvency, or simiJar creditors' rights
Jaws, that is based on.:
(i) tlletransactionc~aringtbee!tateariDte.restinsuredbythispolicy
being deemed a fraudulent CO~yance or fraudulent transfer; or
(ii) tbetrusactioncreatingtbeestateorinterestinsurcdbythispOlicy
being deemed a preferential transfer except witeore the preferential
transferresulfs1tomthefililure:
(a) torimelyrecordtbeinstrumentoftraru;fer;or
(b) of such recordation to impartnotice!o a purchascr for value
or ajudgmcntor lien creditor.
The above policy fDrm may be issued to afford either Standard CovCl<lge or Extended Coverage. In addition to the ahove Exclusions from Coverage, tile &ceptions
from Coverageo in a Standard Coverage Policy will also include the following Exceptions fi'om Coverage:
EXCEPTIONS FROM COVERAGE
This policy does Dot insure against JO!' or damage (and the Company wiJ/ not pay costs, attorney!' fe~ or expenses) which arise by reason of;
1. Taxes or assessments which arc not shown as existing liens by Ihe 3. Easements, liens Ot encumbTiln=. or claims thereof, which are not
records of aDY taxing authority that levies taxes or assessments on real shown by the public reconis.
property or by the ~ubJjc records. Proceedings by a ~ublic agency 4, Discrepancies, conflicts in bnundary lines, shortage in area,
which ~ay result In taxes or assessments, or notices ot sucb encroachments, or any other filcts which a correct survey would
proceedln~, whether o. not shown by the records of such agency or disclose, and which are not shown by the public records.
by the publIc records.
'. " 5. (a) Uopatented mining claims; (b) reservations or ex~pt:ions in
2. Any. filcts, ngbts, m~r~1s or cJanns w~ch are no:t s~n by the patents or in Ac.ts authorizing the issuance thereof; (c) Water rights,
publIc rec~ds but whIch could be ascertamed by a~ InSpectIOn oftbe claims or title 1.11 water. whether or not the matters excepted under (a),
land or wbJCh may be assened by pel'!ons Ul posseSSIOn thereof. (b) or (c) are sbown by tJle public records.
Attaclunent One (11-17..06)
Page 20
3-130
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
2006ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following mattm are expressly excluded from the coverage oftlris
policy, and the Company will not pay Iou DC damage, casU;, attomcys' fees,
or cXPCQses that arise by reason of.
L (a) Any law, ordinance, penn:it, or governmental regulation
(including those relanng 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 iltljJrovcmCDt
~ctedontheLand;
(iii)thc$ubdivisionofland;or
(Iv) elIvironmelltaI protection;
or the tift.;:t of any violation of these laws, ordinances, or
govemmcntal reguladons. This &;clusion l(a) does not mOdifY or
limit the coverage provided under Coveted Risk 5.
(b) Any governmental police powe.r. This ~clusiotl l(b) does not
modifY' or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. lllis Bcclusion does Dot modifY or limit
dIe covernge provided under Covered Risk 7 or 8.
3. Defects,liens,encumbrances,adversecJaims,orothermatteo:
(3) crcated,:rnffercd.assullled, (}fagreed to by the InsuredClailllant;
(b) not Known to the Company, not recorded in tho Public Records at
Date of Policy, but Known to the Insumd Qaimant and not
disclosed in writing to tbe Company by the Insured Claimant
prior to the date tbe Insured Claimant became an Insured under
tlllspoJicy;
(c) resulting in no loss ordamaee to the Insured Claimant;
(d) attaching or cn:aled subsequent to Date of Policy (however. this
does not o:wdify or limit tbc COverage provided under Coveted
Risk9andlO);or
(e) resulting in loss or damage that would not have been sustained if
the lnsured Claitnant had paid vaJue fur the Title.
4. Any claim, by Te3SOn of the o~ration of .federal banlauptGy, state
insolvency, or similar creditors' rights Taws, tbat the transaction
vesting the Title as shown in Scl1edule A, is
(a) a UauduJent conveyance or naudulent transfer, or
(b) a preh:rential tran~fe.r for anyreasan not stated in Covered Risk 9
ofthispolicy.
S. Any lien on the Title for real estate taxes or asscssments imposed by
governmental authority and created or attaching between Date of
Policy and the date of recording of rho deed or otba instrument of
transfer in the Public Records that vests Title as shown in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Cov~ragc.. In addition to th~ above Exclusions nom COVCTllge, the Exco:ptions
1T0m <:average in a StaDdard Coverage policy will also inc.Iude the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or ~;>;penses) that arise by reason of:
1. (a) TaxeJl or assessments that are not shown as existing liens by the 3. Easements, liens or encumbrances, or claims tbereof, not shown by
records of any ta;odng authority tbat levies taxes or assessments on rea] the Public Records.
pmperty or by the Public Rccords; (b) proceedings by a public agency 4. Any encroachment, encllmbrance, violation, variation, or adverse
that may result in taxes or assessments, or notices of such circulnslance affecting the Title tbat would be disclosed by an
proceedings, whether or not shown by the records of such agency or 2CCUl'2lte and complete land survey of tile uad and tbat are not shown
by the PlIblic Records. by tbe Public Records.
2. Any facts, rights, in!C:reJls, or cla.ims that are not shown in the PlIblic S. (a) Unpatented mining claims; (b) reservations or exceptions in
Records but tilat could be ascertained by an inspection oftbe Land or patents or in Acts authorizing the issuance tlH:rcOf; (c) water rights,
that may be U$C:rted hy persons in possession of the Land. claims or titlc to water, whcther or not the matters excepted under (a),
(b), or (c) are shown by tbe Public Records.
CL T A HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
AL T A HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
EXCLUSIONS
In addition to tbe Exceptions in Schedule B, YOIl are not insured against Joss, costs, attorneyS' fees, al1d expenses TC$\IJting nom:
1. Governmental police power, and the existence or violation ofarlY law a. a oolice ofeX"erc:ising the figbt appea~ in the Public Records at
or government regulation. This includes ordinances, laws and tile Policy Date; or
regulations concerning: b. the taking happened before the PoJicy Date and is binding on You
a. building if Yo II bought the Land without Knowing of the taking.
b. zoning 4. Risks:
c. Land use a. tbat are created, allowed, or agreed to by YOIr, whether or not
d. improvements on the Land they appear in the Public Records;
e. Land division b. that arc Known to You at tbe Policy Da~ but not to Us, unless
f. environmental protection they appear in the Public Records at the Policy Date.;
Thi~ Exclusion does not apply to violations or the enforcemcntoft:bese c. that result in no Joss to You; or
ma~ ifnotice of tile violation or enforcement appears in tbe Public d. that first occur after the Policy Da~ _ this does not limit the
Records !It the Policy Date. coveraae described in Covered Risk 7, 8.d, 22, 23. 24 or 15.
This Exclusion does not limit the coverage described in Covered Risk 14, S. Failure to pay value for YourTitie.
IS, 16, 170r24. 6. Lackofaright
2. The fal1ure of Your exiS1ing stroeturcs, or any part of them, to be a. to any Land outside the area specifically descn"bed and referred 10
constructed in accordance wit1J applicable building codes. This in paragraph 3 ofSc:bcdule A; and
Exclusion docs not apply to violations of building codes if notice of b. in ~trects. alleys, or waterways that touch the Land.
the violation appears in the Public Records at the Policy Date This E:>.:c.!usion does not limit tbe coverage described in Coveted Ilisk I I or
3. TIle right to lake the Land by condelJUling it, unless: 18.
Attachment One (11-17-06)
Page21
3-131
EXHmIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
LIMITATIONS ON COVERED RISKS
Your jnsu~ for the followiJJg Covered Risks u limited on the Owner's Cov=ge Statement aJ foIJows.:
For Covered Risk 14, ] 5. 16 and 18, Your ~ductible Amount and Our Maximum Dollar Limit ofLiabiIity shawn in ScJlcdule A.
The deductible amount5 alld maximum dollar linrilJ> shown on ScheduJe A are as follows:
OUf Maximum Donar
LimitoTJiability
CovtredRisk 14:
VourDeductibJe Amount
.l..QQ% ofPolic.y Amount or S~
(whichever is Jess)
$lQ..QQQ,QQ
CovcredRisk 15:
l.QQ% of Policy Amount or S~
(whichever is less)
S 2S 000.00
Covered Risk 16:
lJUr/o of Policy Amount or S iJ!QQ.QQ.
(whichever is less)
'llimOO
Covered Risk 18:
.L..QQ%ofPoIicyAmountor $~
(whichever is Ie8S)
S.2.OOQ..QQ
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this
policy and the Company \Viii Dot pay loss ~d8mage.. costs, attorneys fees or
expenses wbich arise bYrea500 of
1. (a) Any law. ordinance or govemmentaJ ~gulation (includiog but not
limited tJJ building and zoning laws, ardinances, ar regulations)
restricting. regulating, probibiting or relating to (i) the OCcupancy,
use, or enjoyment of the Land; Oi) Ihe cbaracter. dimensions or
location of any improvement now or hcreafmr eTe{:1ed on the
land; (iii) a sepamtion in ownership or a cllange in Ibe
dim~ions or areas of the Land or any pan;el of which the Land
is or was a part; or (iv) environmeJ1ta1 protecDOn, or the effect of
auy violation of these laws, ordinances or governmental
regulations, except to the extent that s notice oftbe eilforcement
thacof or a notice ofa defect, Jieo or eDl;Umbrance resulting ftom
a violation or alleged violation affecting the Land has been
recorded in the Public Records at Date of Policy. This exclusion
doe:; not limit the coverage provided under Covered Risks 12, J3,
14, and 16 oftllis policy.
(b) Any governmental police power not excluded by (a) above.
except fO the extent that a Dotice of the exercise thercofor a
notice:: of a def=t, lien or encumbrance resulting from a violation
or alleged violation anecting the Land has been recorded in the
Public Records at Date of Policy. This exclusion does not limit
the coverage provided UlIdcrCovered Risks 12, 13, 14, and 16 of
thisP<llky.
2. Rights of eminent domain unles:; notice of !he exercise therCQfhas
been recorded in !he Public R=rds at Date of Policy, but nOI
excluding from coverage any taking which has occum:d prior to Date
of Policy which would b~ binding on tbe righls of a purchaser for
value without Knowledge.
3. Defec:ts, liens, cncumb13DCes, adverse claims or other matters:
(a) created, suffered, assumed or agreed tJJ by the Insured Claimant;
(b) not Known to the Company, not recorded in U!e Public Records at
Date of Policy, but Known to the 1nsured Claimant and not
disclosed in Wflline- to the Company by the Insured Claimant
prior to th~ date the Insured C!aimant bccame an Insured under
this-policy;
(c) resulting In no wss or damage to the Insured Claimant;
Attachment One (I 1-17-06)
3-132
(d) attaching or created subsequent /0 Date of Policy (this paragrnph
doe.snol UmitthecoveragcprovidcdundcrCoveredRiskr8, 16,
18, 19,20,21,22,23,24,25 and 26); or
(e) resulting in loss or damage which would not have been stlStaincd
if the Insured Claill1ant bad paid vaJue forthc IDSured Mortgage.
4. Unenforceability oCthe lien oflbe Insured Mongage because ofth~
inability or failure of the Insured at Dale of Po/icy, or the inability or
failure of any subsequent owner of the indehtedness, to compJy with
applicable doing bU$iness Jaws of the state in which th~ Land is
situated.
5. JnvalidityOTuDC11forc:eabilityoftbe lien of the Insured Mortgage. or
claim tbcceof, which arises out of the transaction evid~nced by the
Insured Mortgage and is based upon uSUJy, except as provided in
Covered Risk27, or any consumer credit protection or IJUtb in lending
ow.
6. Real property taxes or assessments of any governmental authority
which become a lien on the Land subsequent to Date of Policy. 111is
exc!usiondoes not limil the covera.geprovidcd under Covered Ris.ks
7, 8(e) and 26.
7. Any claim of invalidity, ooenforceability or lack of priority of the !ien
offbeJnsured Mortgage as to advance.s ormodificatinnsmadeaftcr
the Insured has Knowledge thai the vestee shown in Schedule A is no
longer the Owner of the estate or interest covered by this policy. This
exCJusioDdoe:;notlimittbecoverageprovidedinCovcredRisk8.
8. Lack of priorily of the lien of the Insured Mongage as to each and
every advance made afW Date of Policy, and ail interest I::.harged
thcrcou, overJiens,encurnhrances and other matters affecting the title,
Ibe existence of which are Known 10 the Insured at
(a) Tbe rime of the advance; or
(b) The tbne a modification is made to the terms of tile Insured
MortpgewhicbChangesthtrateOfinterestchargcd,iftheraleOf
Interest is greater as a result of the modification tm.n it would
havt been before the modification. This excJusion doc.s not limit
the coverage provided in Covered Risk 8.
9. The failure of the: resid~ntial structure, or any portion tbcreofto have
bten conslnlctcd before, on or after Dan: ofPoJicy in accordance with
appIicabJchuilding codes. TIlis exclusjondoes not spp!y to violations
of building codes if notice of the violation appears in th~ Pllhlic
Records at Date of Policy.
Page 22
EXHIBIT "0" (Continued)
(continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refmanced
residential property in California between May 19, 1995 and November 1, 2002. If you had more than one
qualifying transaction, you may be entitled to multiple disCOlUltS.
If your previous transaction involved the Same property that is the subject of your current transaction, you
do not have to do anything; the Company will provide the discount, provided you are paying for escrow
or title services in this transaction.
If your previous transaction involved property different ITom the property that is subject of your current
transaction, you must - prior to the close of the current transaction _ inform the Company of the earlier
transaction, provide the address of the property involved in the previous transaction, and the date or
approximate date that the escrow closed to be eligible for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of this
transaction, the Company has no obligation to conduct an investigation to detennine if you qualifY for a
discount. If you provide the Company information concerning a prior transaction, the Company is
required to detennine if you qualify for a discount which is subject to other terms and conditions.
Attachment One(J 1~17-06J
Page 23
3-133
@
EXHIBIT "0" (Continued)
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Deuartment:
Chicago Title Company
Attn: Tom VotellKen Cyr
Emai]: vote]tfalcttcom & ken.cvrfalctt.com
Phone: (619) 521-3553 & (619) 521-3555
Fax: (6]9) 521-3608
Order No.: 730]6348-U50
FIRST AMENDED PRELIMINARY REPORT
Ref:
APN 644-312-0]
Dated as of: September 4, 2009 at 7:30 am
CHICAGO TITLE INSURANCE COMPANY hereby reports that it is prepared to issue, or
cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the
land and the estate or interest therein hereinafter set forth, insuring against loss which may be
sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception
in Schedule B or not excluded ITom coverage pursuant to the printed Schedules, Conditions and
Stipulations of said Policy fonus.
The printed Exceptions and Exclusion ITom the coverage of said Policy or Policies are set forth
in the attached list. Copies of the Policy forms are avai]able upon request.
Please read the exceptions shown or referred to in Schedule B and the exceptions and
exclusions set forth in the attached list of this report carefully. The exceptions and
exclusions are meant to provide you with notice of matters which are not covered under the
terms of the title insurance policy and should be carefully considered. It is important to
note that this preIiminary report is not a written representation as to the condition of title
and may not list alllieus, defects, and encumbrances affecting title to the land.
TIllS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED
SOLELY FOR THE PURPOSE OF FAC]LITATING THE ISSUANCE OF A POLICY OF
TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED
THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE
INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED.
CLT A PrelimiDary Report Fonn (Rev 1/1195)
Page J
3-134
EXHIBIT "0" (Continued)
Order No.: 73016348-U50
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee
2. Title to said estate or interest at the date hereof is vested in:
Village II of Gtay HB SUB, a California general partnership
3. The land referred to in this report is situated in !be State of California, County of San Diego and is
described in !be Legal Description, attached hereto:
END OF SCHEDULE A
CLT A PrelimiDary Report Fonn (Rev 111/95)
Page 2
3-135
EXHIBIT "0" (Continued)
Order No.: 73016348-U50
LEGAL DESCRIPTION
LOT 26 OF CHULA VISTA TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26,2006.
APN 644-312-01
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Form (Rev 1/1195)
Page 3
3-136
EXHffilT "0" (Continued)
Order No.: 73016348-USO
SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the
policy fonn designated on the face page of this Report would be as follows;
I. Property taxes, including any assessments collected with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
Property taxes, including any assessments collected with taxes, for the fiscal year 2008 _ 2009
I" Installment;
Penalty;
20' Installment;
Penalty and Cost
Homeowners Exemption:
Code Area;
$248,186.43 open, delinquent
$24,818.64 (Due after December 10)
$248,186.43 open, delinquent
$24,828.64 (Due after April 10)
$-None-
01265
Assessors Parcel Number:
644-312-01
Said property has been declared tax defaulted for non-payment of delinquent taxes for fiscal year
2008 - 2009 (and subsequent years, if any)
Amount To Redeem;
If Paid By;
$568,371.91
September 30, 2009
If payment is to be made through tbis title order, in order to insure that payment is received by the
Tax Collector in a timely manner, good funds must be in possession of this company at least 3
business days prior to the above date.
2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
3. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District
Community Facilities District No. 98-1 Open Space Maintenance
District
Proposed Boundary Map
AU2Ust 18. 1998 as File No. 1998-0523069
Disclosed By;
Recorded;
4. A Notice of Special Tax Lieu pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by; City of Chula Vista
Purpose; Community Facilities District No. 97-2
Recorded; AU2Ust 21. 2001 as File No. 2001-0594092 ofGilic/a] Records
CLTA Preliminary Report Form (Rev 1/1195)
Page 4
3-137
EXHIBIT "0" (Continued)
Order No.: 73016348-USO
SCHEDULE B
(continued)
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: December 8. 2005 as File No. 2005-1056527 of Official Records
6. A Notice Of Special Tax Lien pursnant to Sections 3 I 14.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Vuion High School District
Commuuity Facilities District No. 17 Improvement Area I
February 1. 2006 as File No. 2006-0074984 of Official Records
7. Water rights, claims or title to water, whether or not disclosed by the public records.
8. An agreement, and the terms and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of ChuIa Vista, a chartered muuicipal corporation, the
County of San Diego, a political subdivision and Otay Vista
Associates, a California limited partnership
fudemnification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7. 1994 as File No. 0994-0084743
Regarding:
Recorded:
9. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
County of San Diego
Landfill nuisance
March 17. 1997 as File No. 1997-01I8928
Lot 26 as shown on said map
10. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4,1997, executed by City ofChula Vista and Otay Ranch, L.P., a
California limited partnership, sUbject to all the terms, provisions and conditions therein contained,
recorded May 12. 1997 as File No. 1997-0219970
II. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map No:
Easement
Purpose:
Parcel MaD No. 18396
Affects:
Assignable and irrevocable general utility and access, landscape
buffer, drainage and sewer
Lots 26 as shown on said map
CLT A Prelinrinary Report Fonn (Rev IIII95)
Page 5
3-138
EXHIBIT "0" (Continued)
Order No.: 73016348-USO
SCHEDULE B
(continued)
12. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To: City of ChuIa Vista
Purpose: Landscape buffer
Recorded: June 27. 2000 as File No. 2000-0339297
Affects: Lot 26 as shown on said map
13. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Drainage
June 27. 2000 as File No. 2000-0339299
Lot 26 as shown on said map
14. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of ChuJa Vista
Assignable and irrevocable general utility
June 27.2000 as File No. 2000-0339300
Lot 26 as shown on said map
15. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P., (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, PHI Otay Ranch Associates,
LLC, a Delaware limited liability company and the City of Chula Vista, subject to all the terms,
provisions and conditions therein contained, recorded June 28. 2000 as File No. 2000-0341829
16. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas & Electric Company
Public utilities, ingress and egress
November 15. 2000 as File No. 2000-0621780
Lot 26
The exact location and extent of said easement is not disclosed of record.
17. A document entitled "Conveyance Settlement Agreement by the City of Chnla Vista, Otay
Project and Otay Land Company", dated, August 27, 2002, executed by Otay Land Company,
LLC, a Delaware limited liability company, City of Chula Vista, a California municipal corporation
and Otay Project, L.P., a Califomia limited partnership, subject to all the terms, provisions and
conditions therein contained, recorded Sevtember 5. 2002 as File No. 2002-0756563
CLT A Preliminary Report Form (Rev J/l/95)
Page 6
3-139
EXHIBIT "0" (Continued)
Order No.: 73016348-U50
SCHEDULE B
(continued)
18. A Deed of Trust to secure perfonnance under an agreement referred to therein, and any other
obligations secured thereby.
Dated:
Trustor:
Trustee:
Beneficiary:
Recorded:
August 27, 2002
Otay Project L.P., a California lllnited partntmhip
Chicago Title Company, a cOIporation
The City of ChuI. Vista
Seotember 13. 2002 as File No. 2002-0784963
Affects:
Lot 26 with other land
19. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; assessments, liens and the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if any. based upon on race, color, religion,
sex, sexual orientation, familial status, marital starns, disability, handicap, national origin, ancestry,
or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law).
Recorded:
October 4. 2005 as File No. 2005-0856104
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuaut to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shaIl not defeat the lien
of a first mortgage or first Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of a first mortgage or first Deed of Trust made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and restrictions of Montecito at Otay
Ranch recorded June 1. 2006 as Docnment No. 2006-0389164 and re-recorded Julv 11. 2006 as
lnstrurnent No. 2006-0487654. Official Records
Modification(s) of said covenants, conditions and restrictions
Recorded:
AuruM 30. 2006 as Instrument No. 2006-0619008. Official Records
The provisions of said covenants, conditions and restrictions were extended to include the herein
described land by an instrument
Recorded:
June 20.2007 as Instrument No. 2007-0415537. Official Records
CLTA Preliminary Report FOnD (Rev 1/1195)
Page 7
3-140
EXHmIT "0" (Continued)
Order No.: 73016348-U50
SCHEDULE B
(continued)
20. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions and conditions therein
contained, recorded Mav 26. 2006 as File No 2006-0375302
21. A document entitled "Supplemental Subdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project L.P. and City of Cbula Vista, subject to all the tenns, provisions
and conditions therein contained, recorded May 26.2006 as File No. 2006-0375301
22. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easement
Purpose:
Affects:
15350
General utility and access
as shown on said map
23. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 13M (Otay Ranch Village Two)
City of ChuIa Vista
December 4. 2006 as Instrument No. 2006-0858546. Official
Records
24. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Annexation Map No. 6 Community Facilities District No. 97-2
(Preserve Maintenance District hnprovement Area C)
City of Cbula Vista
December 4. 2006 as Instrument No. 2006-0858547. Official
Records
Disclosed By:
Recorded:
25. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects;
City of ChuIa Vista, a municipal corporation
Drainage purposes
June 21. 2007 as Instrument No. 2007-0419082. Official Records
The route thereof affects a portion of said land and is more fully
described in said document.
26. Rights of parties in possession of said land.
Matters affecting the rights of said parties are not shown herein.
CL T A Preliminary Report Form (Rev 1/J /95)
PageS
3-141
EXHIBIT "0" (Continued)
Order No.: 73016348-U50
SCHEDULE B
(continued)
27. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the parties
of possession thereof.
END OF SCHEDULE B
CLT A Preliminary Report Form (Rev 1/1195)
Page 9
3-142
EXHIBIT "0" (Continued)
Order No.: 730l6348-USO
INFORMATIONAL NOTES
Note No. I) The policy of title insurance will include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any service of the Company in connection with its issuance or the breach of a policy provision or
other obligation. Please ask your escrow or title officer for a sample coPy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2) The policy to be issued may contain an arbitration cJause. When the Amount of
Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties.
Note No.3) The requirement that a copy oflbe partnersllip agreement of the Village II ofOtay DB
SUB, GP, a California general partnership be furnished to this Company, together with all
supplements, amendments, etc., thereto.
PLATS
RHIRL
CLTA Preliminary Report Fonn (Rev 1/] /95)
Page 10
3-143
EXHIBIT "0" (Continued)
CmCAGO TITLE INSURANCE COMPANY
!
Fidelity National Financial GrOUD of ComDarues' Privacv Statement
July 1, 2001
We recognize and respect the privacy of taday's consumers and the requirements of applicable federal and state privacy laws.
We believe that making you aware of how we use your non-public personaJ information ("Personal Information"), and to
whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy
Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with
applicable privacy laws.
In the COurse of our business, we may collect Personal Information about you from the following sources:
. From applications or other forms we receive trom you or your authorized representative;
. From your transactions with, or :tram the services being perfonned by, us. our affiliates or others;
. From our Internet web sites;
. From the public records maintained by govemment entities that we wither obtain directly trom those entities, or
ITom our affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Infonnation from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business purposes.
-
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. To agents, brokers or representatives to provide you with services you have requested;
. To third-party contractors or service providers who provide services or perform marketing or other functions on our
behalf; and
. To others with whom we enter into joint marketing agreements for products or services that we believe you may
find of interest.
In addition, we wilI disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we SUSpect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise
permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom
your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the
costs incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more that one privacy notice nom us. We
apologize for any inconvenience this may cause you.
Privacy Statement (I O~21-03)
3-144
EXHIBIT "0" (Continued)
LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The fonawing matters are expressly excluded from the coverage of this policy and the Company win not pay loss or damage, costs, attorneys'
fees or expenses which arise by reason of
1. (a) Any Jaw, ordinance or governmental regulation (including but not limited to building or zoning Jaws, ordinances, or regulations)
restricting, regulating, prohibiting or relating 0) the occupancy, use, or enjoyment of the land; (ii) the cha...racter, dimensions or
location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or
area of the land or any parcel of which the land is or was a part; or (iv) enviromnental protection, or the effect of any violation of
these Jaws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect. lien, or encumbrance resulting fiom a violation or alleged violation affecting the land has been recorded in the public
records at Date ofPoJicy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a norice of the exercise thereof or notice of a
defect, lien or encumbrance resulting :lTom a violation or alleged violation affecting the land has been recorded in the public r~ords
at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not
excluding ftom coverage any taking which has occurred prior to Date ofPoJicy which would be binding on the rights of a purchaser for
value wjthout knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters;
(a) whether or not recorded in the public records at Date of Po/icy, but created, suffered, assumed or agreed to by the insured cJaimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not
discJosed 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 ofPoJicy; or resulting in Joss or damage which would not have been sustained if the insured
claimant had paid value for he insured mortgage or for the estate or interest insured by this policy.
4. UnenforceabiIity of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or
failure of any subsequent owner of the indebtedness, to compJy with the applicable doing business laws of the state in which the land is
situated.
5. Invalidity or unenforceabiJity of the Hen of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit protecrion or truth in lending Jaw.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction
creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or simi]ar creditors' rights
Jaws.
EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason
of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on
real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments. or notices of such proceedings, whether or not shown by the
records of such agency or by the public records.
2. Any facts, rights, interests, or claims which are not shown by the pubJic records but which could be ascertained by an inspection of the
land which may be asserted by persons in possession thereof
3. Easements, liens or encumbrances, or claims thereof, which are not sholNll by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose,
and which are Dot shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights,
claims ortitJe to water, whether arnot tbematters excepted under (a), (b) or (c) are shown by the pubJic records.
Exceptions and Exc1l1Sions
3-145
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against Joss, costs, attorneys' fees, and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation. This includes building
and zoning ordinances and also laws and regulations concerning:
. land use
. improvements on the land
. land division
. environmental protection
This exclusion does Dot apply to violations or the enforcement of these matters which appear in the public records at
Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it, unless:
. a notice of exercising the right appears in the public records on the Policy Date
. the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the
taking
3. Title Risks:
. that are created, allowed, or agreed to by you
. that are knO'WIl to you, but not to us, on the Policy Date -- unless they appeared in the public records
. that result in no loss to you
. that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8
of Covered Title Risks
4. Failure to pay value for your title.
5. Lack of a right:
. to any land outside the area specifically described and referred to in Item 3 of Schedule A
OR
. in streets, alleys, or waterways that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
EXCEPTIONS FROM COVERAGE
In addition to the Exclusions, you are not insured against loss. cost, attorneys' fees and expenses resulting from:
1_ Someone claiming an interest in your land by reason of:
A. Easements not shown in the public records
B. Boundary disputes not sho'WIl in the public records
C. Improvements owned by your neighbor placed or you land
2. If,. in addition to a single family residence. your existing Structure consists of one or more Additional Dwelling Units,
Item 12 of Covered Title Risks does not insure you against loss costs attorneys' fees, and expenses resulting fi-om:
A. The forced removal of any Additional Dwelling Unit. or.
B. The forced conversion of any Additional Dwelling Unit back to its original use.
if said Additional Dwelling Unit was either constructed or converted to use as a dwelling unit in violation of any Jawor
government regulation.
Exceptions and Exclusions
3-146
EXHIBIT "0" (Continued)
CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
ALTA HOMEOWNER'S POLICY OF TTILE INSURANCE (10/17/98)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances,
laws and regulations concerning:
a. Building
b. Zoning
c. Land use
d. Improvements on Land
e. Land division
f Environmental protection
This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement
appears in the Public Records at the Policy Date.
This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 27, or 24.
2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building
codes. TI1is Exclusion does not apply to violations of building codes if notice of the violation appears in the Public
Records at the Policy Date,
3. The right to take the Land by coudemning i~ unless:
a. notice of exercising the right appears in the Public Records at the Policy Date; or
b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing ofllie
taking.
4. Risks:
a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records;
b. that are Known to You at the Policy Date, but not to Us, unless they appear in the Public Records at the Policy Date;
c. that result in no loss to You; or
d. that first OCcur after the Policy Date - this does not limit the coverage described in Covered Risk 7, B.d, 22, 23, 24 or
25.
5. Failure to pay value for Your Title.
6. Lack of a right:
a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and
b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described in Covered Risk 11 or 18.
Exceptions and Exc]usions
3-147
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,
costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but Dot limited to building and zoning laws, ordinances, or
regulations) restricting, regulating, prohibiting or re1ating to (i) the occupancy, use, or enjoyment of the land; (ii) the
character, dimensions or location of any improvement now or hereafter erected on the land; (ill) a separation in
ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
enviIonmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except
to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting ITom a
violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above. except to the extent that a notice of the exercise thereof or
a notice of a defect, lien or encumbrance resulting ITom a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof bas been recorded in the public records at Date of Policy,
but not excluding :trom coverage any taking which has occurred prior to Date of Policy which would be binding on the
rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not !mown 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 Comp~y by the insured claimant prior to the date the insured claimant became an
insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of
the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein
as to assessments for street improvements under construction or completed at Date ofPoIicy); or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured
mortgage.
4. Unenforceability oftbe lien oftbe insured mortgage because oftbe inability or failure of the insured at Date of Policy, or
the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the
state in which the land is situated.
5. Invalidity or unenforceabiIity of the lien of the insured mortgage, or claim thereof, which arises out of the transaction
evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, Jabor or
materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is
contracted for and commenced subsequent to Date of Policy and is not fmanced in whole or in part by proceeds of the
indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance.
Exceptions and Exclusions
3-148
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
(Continned)
7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of
the operation of federal bankruptcy~ state insolvency, or similar creditors' rights laws, that is based on:
(i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or rraudulent
transfer; or
(ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable
subordination; or
(ill) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the
preferential transfer results ITom the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the
following General Exceptions:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which
arise by reason of:
1, Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an
inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey
would disclose, and which are not sho'Wn by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)
water rights, claims or tide to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public
records,
Excq>nons and Exc1usions
3-149
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The foIJowing matters are expressly excluded &om the coverage oftbis policy and the Company will not pay Joss or damage, costs, attorneys'
fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning Jaws, ordinances, or regulations)
restricring, regulating. prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or
area of the Jand or any pared of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of
these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
def~t, lien or encumbrance resulting :tram a violation or aUeged violation affecting the land has been recorded in the public records
at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a
defect, lien or encumbrance resulting tram a violation or al]eged violation affecting the land has been recorded in the public records
at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not
CKcJuding:tram coverage any taldng which has occulTed prior to Date of Policy which would be binding on the rights ofa purchaser for
value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured cJairnant;
(b) not known to the Company, not recorded in the pubHc records at Date of Policy, but known to the insured claimant and not
disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this
policy,
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest
insured by this policy.
4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the
operation of federal bankruptcy, state insolvency, or simiJar creditors' rights laws, that is based on:
(i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fi'audulent transfer; or
(ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the
preferential transfer results ITom the failure:
(a) to timely record the instrument of trans fer, or
(b) of such recordation to impart notice to a purchaser for vaJue or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the
following General Instructions:
EXCEPTIONS FROM COVERAGE
This poJicy does not insure against loss or damage (and the Company win not pay costs, attorneys' fees or expenses) which arise by reason
of:
I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or aSSessments on
real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the
records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the
land or by making inquiry of persons in possession thereof
3. Easements, liens or encumbrances, or c]aims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary Hnes, shortage in area., encroaclunents, or any other facts which a correct survey would discJosl;
and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or:in Acts authorizing the issuance thereof, (c) water rights,
claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
Exceptions and Exclusions
3-150
EXHIBIT "0" (Continued)
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
The fcHawing matters are expressly excluded iTom the coverage of this policy and the Company wiH not pay loss or damage, costs, attorneys'
fees or expenses which arise by reason of:
1. (a) Any law. ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoymeij.t of the land; (ji) the character, dimensions or
location of any improvement now or hereafter erected on the land; (Hi) a separation in ownership or a change in the dimensions or
area of the land or any pareeJ of which the Jand is or was a part; or (iv) envirorunental ~tection, or the effect of any violation of
these Jaws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect, lien or encumbrance resulting from a vioJation or aJ1eged violation affecting the land has been recorded in. the public records
at Date of Policy.
(b) Any governmental police power not excluded by (a) abOve, except to the extent that a notice of the exercise thereof or a notice of a
defect. lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records
at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but Dot
excluding &om coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for
value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created. suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company. not recorded in the public records at Date of Policy, but known to the insured claimant and not
disclosed in writing to the Company by the insured c]aimant prior to the date the insured claimant became an insured under this
policy;
(c) resulting in no Joss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured
mortgage over any statutory lien for services. Jabor or materia1 or to the extent insurance is afforded herein as to assessments for
street improvements under construction or compJeted at Date ofPo\icy); or
(e) resulting in Joss or damage which would not have been sustained if the insured claimant had paid vaJue for the insured mortgage..
4, Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inabiJity or
failure of any subsequent owner of the indebtedness. to comply with applicable doing business Jaws of the state in which the land is
situat~.
5. Invalidity or unenforceability of the lien of the insured mortgage, or cJaim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Rcal property taxes or assessments of any governmental authority whicb become a lien on the Land subsequent to Date of Policy. This
exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26.
7. Any claim of invalidity, unenforceability or lack of priority of the 1ieo of the Insured Mortgage as to advances or modifications made
after the insured has knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this
policy, This ex.clusion does not Jimit the coverage provided in Covered Risk 8.
8. Lack of priority of the Jien of the insured Mortgage as to each and every advance made after Date of Policy, and aU interest charged
thereon, over liens, encumbrances and other matters affecting the title, the existence ofwhich are known to the insured at:
(a) The time of the advance; or
(b) The time a modification is made to the tenns of the Insured Mortgage which changes the rate of interest charged, if the rate of
interest is greater as a result of the modification than it wouJd have been before the modification, This exclusion does not limit tbe
coverage provided in Covered Risk 8.
9. The failure of the residential structun; or any portion thereof to have been constructed before, on or after Date ofPoHcy in accordance
with applicable bUilding codes. This exclusion does not apply to vioJations of building codes if notice of tbe violation appears in the
PubJic Records at Date of Policy.
Exceptions and Exclusions
3-151
EXHIBIT "0" (Continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purcbased, sold or refmanced
residential property in California between May 19, ] 995 and November], 2002. 1f you bad more than one
qualifYing transaction, you may be entitled to multiple discounts.
1f your previous transaction involved the same property that is the subject of your current transaction, you
do not bave to do anything; the Company will provide the discount, provided you are paying for escrow
or title services in this transaction.
1f your previous transaction involved property different from the property tbat is subject of yoU! current
transaction, you must inform the Company of the earlier transaction, provide the address of the property
involved in the previous transaction, and the date or approximate date that the escrow closed to be eligible
for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of this
transaction, the Company has no obligation to conduct an investigation to determine if you qualify for a
discount. 1f you provide the Company information conceming a prior transaction, the Company is
required to determine if you qualify for a discount.
Effective through November I> 2014
Notice
3-152
@
EXHmIT "0" (Continued)
Chicago Title Company
BUilders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Department:
Chicago Title Company
Attn: Tom VoteI/Ken Cyr
Broad: votelt@ctt.com & keu.cvrta!ctt.com
Phone: (619) 521-3553 & (619) 521-3555
Fax: (619) 521-3608
Order No.: 73016345-U54
FIRST AMENDED PRELIMINARY REPORT
Property Address: Chula Vista, Ca
Dated as of: September 4,2009 at 7:30 am
In response to the application for a policy of title insurance referenced herein, Chicago Title Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or eucumbrance not shown or referred
to as an Exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations or Conditions of said Policy forms.
The printed Exceptions and Exclusion from the coverage and Limitations on Covered Risks of said Policy
or Policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause.
When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title
Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain
coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the
issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be
assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.
The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with
notice of matters which are not covered under the terms of the tide insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects, and encumbrances affecting title to the land.
CLTA Prelinnnary Report Form - Modified (11-17-06)
Pagel
3-153
EXHIBIT "0" (Continued)
Order No.: 73016345-U54
SCHEDULE A
I. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee as to Parcell-A;
An Easement more fully described below as to Parcell-B.
2. Title to said estate or interest at the date hereof is vested in:
Village II of Otay HB SUB, a California general partnership
3. The land referred to in this report is situated in the State of California, County of San Diego and is
described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLT A Prelinunary Report Form ~ Modified (11-17-06)
Page 2
3-154
EXHIBIT "0" (Continued)
Order No.: 73016345-U54
LEGAL DESCRIPTION
PARCEL I-A:
LOT II OF CHULA VISTA TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE OFFICE OF TIm
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006.
PARCEL I-B:
A NON-EXCLUSIVE EASEMENT FOR PRIVATE RECIPROCAL ACCESS AND UTILITY, OVER,
UNDER, ALONG, THROUGH AND ACROSS THAT PORTION OF LOT 24 OF CHULA VISTA
TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF VILLAGE 4 "A" MAP, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006, DESIGNATED AND DELINEATED ON
SAID MAP AS "FUTURE PRIVATE RECIPROCAL ACCESS AND UTILITY EASEMENT TO BE
CONVEYED TO SUBSEQUENT OWNERs PURSUANT TO SECTION 18.20.150 OF TIm CHULA
VISTA MUNICIPAL CODE".
SAID EASEMENT IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR THE BENEFIT
OF ALL OR ANY PORTION OF SAID.LOT 11 DESCRIBED ABOVE.
ASSESSOR'S PARCEL NUMBER: 644-030-21
f/... S IUPIJ'>..t- ;' '5 C;<:J1 rCU\W C, (-/4' -310 -I \ ,
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Form - Modified (lJ~17...(16)
Page 3
3-155
EXHmIT "0" (Continued)
Order No.: 73016345-U54
SCHEDULE B
At the date hereof, items to be considered and exceptions to coverage in addition to the printed
Exceptions and Exclusions in said policy fonn would be as follows:
I. Property taxes, including any assessments collected with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
3. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Community Facilities District No. 98-1 Open Space Maintenance
District
Proposed Boundary Map
August 18, 1998 as File No. 1998-0523069
Disclosed By:
Recorded:
4. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Govemment Code imposing a continuing lien not yet due and payable
Executed by: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: August 21,2001 as File No. 2001 -0594092 of Official Records
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Execnted by: City of ChuIa Vista
Purpose: Community Facilities District No. 97-2
Recorded: December 8, 2005 as File No. 2005-1056527 of Official Records
6. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union High School District
Community Facilities District No. 17 Improvement Area I
February I, 2006 as File No. 2006-0074984 of Official Records
7. Water rights, claims or title to water, whether or not disclosed by the public records.
8. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
City of San Diego
Water pipe lines and trench and excavation slopes and wasting of
excess excavated materials
July 14, 1923 in Book 937, Page 463 of Deeds
Lot I I as shown on said map
Recorded:
Affects:
CLTA Preliminary Report Form - Modified (11-J7-06)
Page 4
3-156
EXHIBIT "0" (Continued)
Order No.; 73016345-U54
SCHEDULE B
( coutinued)
9. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Granted To;
Pmpose;
Recorded;
Affects;
San Diego Gas & Electric Company
Public utilities, ingress and egress
August 12, 1936 in Book 538, Page 374 of Official Records
Lot 11 as shown on said map
10. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Granted To;
Pwpose;
Recorded;
Affects;
City of San Diego
Cathodic protection station or stations
January 11, 1957 in Book 6414, Page 239 of Official Records
Lot 11 as shown on said map
I 1. An agreement, and the terms and conditions as contained therein
Dated;
By and Between;
October 28, 1993
The City of Chula Vista, a chartered municipal corporation, the
County of San Diego, a political subdivision and Otay Vista
Associates, a California limited partnership
Indemnification, implementation of mitigation measures and
paYment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7, 1994 as File No. 1994-0084743
Regarding;
Recorded;
12. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dsted, March 4,1997, executed by City ofChula Vista and Otay Ranch, L.P., a
California limited partnership, subject to all the terms, provisions and conditions therein contained,
recorded May 12,1997 as File No. 1997-0219970
13. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P., (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, PHI Otay Ranch Associates,
LLC, a Delaware limited liability company and the City of Chnla Vista, subject to all the terms,
provisions and conditions therein contained, recorded June 28, 2000 as File No. 2000-034 1829
13A. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Granted To;
Pwpose;
Recorded;
Affects;
San Diego Gas & Electric Company
Public utilities, ingress and egress
November 15, 2000 as File No. 2000-0621780
Lot II
The exact location and extent of said easement is not disclosed of record.
CLTAPreliminary RcportFonn~ Modified (11-17-06)
PageS
3-157
EXHIBIT "0" (Continued)
Order No.: 73016345-U54
SCHEDULE B
(continued)
14. Intentionally omitted.
15. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; assesSI11ents~ liens atJ.d the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion,
sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry,
or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law).
Recorded:
October 4, 2005 ;is File No. 2005-0856104
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status.)>
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of a first mortgage or first Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of a first mortgage or first Deed ofTrnst made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and restrictions of Montecito at Otay
Ranch recorded June I, 2006 as Document No. 2006-0389164 and re-recorded July ll, 2006 as
document no. 2006-0487654.
Modification(s) of said covenants, conditions and restrictions
Recorded:
August 30, 2006 as document no. 2006-0619008
The provisions of said covenants, conditions and restrictions were extended to include the herein
described land by an instrument
Recorded:
June 20, 2007 as document no. 2007-0415537
16. A document entitled "Subdivision Improvemeut Agreemenf', dated, May 25, 2006, executed by
Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions and conditions therein
contained, recorded May 26,2006 as File No 2006-0375302
17. A document entitled "Snpplemental Subdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project L.P. and City of Chula Vista, subject to aU the terms, provisions
and conditions therein contained, recorded May 26,2006 as File No. 2006-0375301
CLTA Preliminary RepoJt Fonn - Modified (J 1-17.06)
Page 6
3-158
EXHIBIT "0" (Continued)
Order No.: 73016345-U54
SCHEDULE B
(continued)
18. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easement
Purpose:
Affects:
15350
General utility and access
as shown on said map
Easement
PuIpose:
Mfects:
Drainage
Lot 11 as shown on said map
19. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 13M (Otay Ranch Village Two)
Assessment District Boundary
December 4,2006 as document no. 2006-0858546
20. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Annexation Map No. 6 Community Facilities District No. 97-2
(preserve Maintenance District) Improvement Area C
Assessment District Boundary
December 4,2006 as document no. 2006-0858547
Disclosed By:
Recorded:
21. An easement for the purpose shown below and rights incidental thereto as set forth in a document
Granted To:
Purpose:
Recorded:
Affects:
Coxcom, Inc. d/b/a Cox Communications San Diego, a corporation
public utilities, ingress and egress
August 28, 2007 as document no. 2007-0570756
Said land
The exact location and extent of said easement is not disclosed of record
22. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Street and public ntility
October 4, 2007 as File No. 2007-0644154 of Official Records
Lot 11 as more fully described therein
CLT A Preliminary Report Fonn - Modified (I 1-17-06)
Page 7
3-159
EXHIBIT "0" (Continued)
Order No.: 73016345-U54
SCHEDULE B
(continued)
23. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Pwpose:
Recorded;
Affects;
City of Chula Vista
General utility and access
October 4,2007 as File No. 2007-0644155 of Official Records
Lot I I as more fully described therein
24. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Pwpose:
Recorded:
Affects;
San Diego Gas & Electric Company
Public utilities, ingress and egress
October 4,2007 as Document No. 2007-0645593
Lot II
The exact location and extent of said easement is not disclosed of record
25. R.;ghts of parties in possession of said land.
Matters affecting the rights of said parties are not shown herein.
26. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the parties
of possession thereof.
END OF SCHEDULE B
CLT A Preliminary Report Form - Modified (1 H 7-06)
Page 8
3-160
EXHIBIT "0" (Continued)
Order No.: 730l6345-U54
INFORMATIONAL NOTES
Note No. I: The policy of title insurance will include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any service of the Company in connection with its issuance or the breach of a policy provision or
other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2: The policy to be issued may contain an arbitration clause. When the Amount of
Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties.
Note No.3: The requirement that a copy of the partnership agreement of the Village IT ofOtay HB
SUB, GP, a California general partnership be furnished to this Company, together with all
supplements, amendments, etc., thereto.
Note No.4: Property taxes, for the fiscal year 2008 - 2009 are paid. For information purposes the
amounts are:
I" Installment:
2" Installment:
Exemption:
Code Area:
$478,234.80 Paid
$478,234.80 Paid
$None
01265
Assessors Parcel Number:
644-310-1 I
RHlLGP
ATTACHMENT ONE
PRIVACY STATEMENT
IMPORTANT INFORMATION:
For those of ou recelVIn this re ort b electronic delive the Privac Statement and Exclusions
From Covera e are linked to this re ort. Please review this information b selectin the link. For
those of ou who are receivin a hard co of this re ort a co of this information has been
subntitted for vour review.
CLT A Preliminary Report Fonn - Modified (11-1 7~06)
Page 9
3-1 61
EXHIBIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Group of Com1;Janies' Priyacy Statement
July 1,2001
We recognize and respect the privacy of to day's consumers and the requirements of applicable federal and state privacy laws,
We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to
whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. 'This Privacy
Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with
applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or from the ServiCes being performed by, us, our affiliates or others;
. From our Internet web sites;
. from the public records maintained by government entities that we wither obtain directly ITom those entities, or
from our affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Infonnation from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal fuformation with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. to agents, brokers or representatives to provide you with services you have requested;
. to third-party contractors or seIVice providers who provide services or perform marketing or other functions on our
behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may find
of interest
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Infonnation when otherwise
permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom
your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the
costs incurred in responding to such requests.
Ail requests must be made in writing to the followmg address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more that one privacy notice iTom us. We
apologize for any inconvenience this may cause you.
Privacy Statement 00-21-03)
3-162
EXHffiIT "0" (Continued)
ATTACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLlCY (6-1.87)
EXCLUSIONS
In addition to Ihe Exceptions in Schedule B, you are not insured against loss,
costs, attorneys' fees, and expenses tcmllting from:
I. Governmenta! poJice paWl:[, and the em/met or violation of any law
or iovemment regulation. This inc]udes buiJdieg and zoning
ordinsnces and afso laws and regulations concl::rnIDg;
land use
improveml:J1ts on the Jand
JanddivisiOIJ
environmentaJprotection
This CJCcJusion docs not apply to vioJaiioDS or the tnforccment oflhe$e
matters whicb appear in the public reconU at Policy Date.
This exclusion does not limit the zoning coverage desQ"jb~ in flems J2 and
J3ofCoveredTitleRisks.
2.
The right to take the land by condemning it, unless:
a notice of exercising the right appears in the public records on
thePoJicyDale
the taking happened prior to the PoHcy Date and is binding (In
you if YOU bought the land without knowing of the taking
3.
TitJeRisks:
thatarecreated,allowed,oragrced 10 by you
tbat arc kIlOWD tD you, but not to liS, on the Policy Date _ lIDless
th~ appeared in the public records
thatrcsult in no Joss to you
that first affect)'<1l1rtitJe aftcrthc PoJicy Date-this docs nOI limit
the labor and material Jien COi'era~ in Itcm 8 of Covered Title
ROb
Failure to pay value for your title.
Lackofaright:
to any land outside the area specificaJly dcsc:.ribcd and referred to
in Item 3 of Sc~duk A
OR
4.
5.
in streets, aJleys, orwaterwllYs tbattouchYDl.lrJand
This exclusion does not Jifnit the access coverage in Item 5ofCoveredTitJe
Risks.
In additiOJl to tl1e Exclusions you are not iJlsured against loss, costs, attorneys' fees., and the ex~nses resulting trom:
1. Any right, interests, or claims of parties in possession of the land not 3. Any facts about the land which a correct SIltYey would disclose and
shown by tbe public records. which arc: nOI sl10wn by the public records. This docs nnt limit tbe
2. Any easements or liens Dot shown by the public rc:cords. This does not forced removaJ COVlIT8.ge in Item 12 of Covered Title Risks.
limit the Jien coverage in Item 8 of Covered Title Risks. 4. Any waler rights or claims or title to wafec in or under the land,
whether or not sJlown by the public l"e(:ords.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POUCY -1990
EXCLUSIONS FROM COVERAGE
The foJlowing matten are CJq)TeSsly excluded from the coverage oftbis
policy and the Company will not pay loss or damai,'C, eost&, attorneys' fees
orexpenscs which arise byr=ason of; .
1. (a) Any law, ordinancc or goVemmemal ~gulation (including but nDt
limi~d to bu.ilding or zoning Jaws, ordinances, or regulations)
restricting, regulating, prohibiting or relating (i) the occupancy,
!Jse, Of enjoyment of the land; (ii) the char.lcter, dimensions or
location of any improvement now Dr hereafter erected on the
land; (iil) a separ.ltiofl in ownership or a change in the dimensions
Df alU of the land or any parccJ of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or govenunenta! rei'J-!aliDDS,
except to the ment that a notice of the enforcelOcnt thereof or a
notice of a defect, Jjen, or encumbrance resulting from a vioJation
or aJieged vio]atiOJl affecting the land has been recorded in the
Pllblic reoords at Dale of Policy.
(b) Any govemmental police power not excluded by (s) above,
t'lcept to the extent thats notice of the exercise thcrc:Dfor oouce
of a defect, licn or encumbrance l'CSulting !Tom a violation or
alleged vio]ation affecting the land has been recorded in the
public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise Ihereof has
bl:Cn recorded in the publie records at Date of Policy, but not
excluding fTom coverage any taking whicb has occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
Defects, liens, encumbrances, adverse claims or other matters;
(a) whether or not recorded in the public records at Dale of PoJicy.
but created, suffered, assumed or agreed to by tbe insured
claimant;
(b) not known to the Company, not recorded in the pubJjc records at
Dale of Policy, but known to the insured claimant alld not
disclosed in writing 10 the Company by the insured claimant prior
10 the date the insured claimant became an insured under this
policy;
(c) resl1lting in no loss or damage to tbeinsured claimant;
(d) attaching or Cle:rted subseql1entto Date of Policy; or
(e) resuJting in Joss or damage which would not have bCi!n sustained
iffhe insured claimant bad paid value for the insured mortgage or
for tbe estate or interest insured by tllis policy.
4. Unenforceability oftbe lien of the insured mortgage because Qfthe
inability or failure of the insured at Da~ of Policy, or the inability or
failure of any subsequCIlt owner of tbe indebtedness, fo compJy with
the appJicabJe doing business laws of the slate in which the land is
simaled.
5. Invalidity or unenforceability of the lien of the .insurerl mortgage, or
cJaim thereof, which arises ou! of. the Inmsaction evidencee! by tbe
insured mortgage aDe! is based upcn usIIf)/ or any consUmer credit
protection or troth inlcnding law.
6. Any claim, which arises oulofthe transaction vesting in the in8l.m:d
the estate ofilltercst insured by tlrispolicy or tbc transactionCJ"Cating
theintercstoftheinsuredlender,by~sonoftheoperarionOffederaJ
bankruptcy,stateinsolvencyorSimLJarcreditors'r;ghtslaws.
SCHEDULE B~ PART 1
EXCEPTIONS FROM COVERAGE
This policy does not insure against Joss or damagf: (and the Company wiJI not pay costs, attorneys' fees or c.::tpenses) which arise by reason of:
1. Taxes or assessments which are not sho.....n IS" existing Jiens by the 3. Easements, liens or CDcumbrnnces, or claims tb.erc:ofwhich are nDt
records of any taxing authority that levi~ taxes or assessments on ~I showu by the public reeords..
property or by the I:'ublic records. Proceedings by a ~ublic agency 4. Di5crepancics, conflicts in boundary Jines, shortage in area,
which ~ay result m taxe5 or assessments, or notice~ of such encroachments, or any other facts which a correct survey wouJd
pIoce~Ulgs, whether or not shown by the records of Snch agency or disclose, and h' J not h b th bi' ...1_
by the public records. W JC I are Sown y e pu IC reco,~.
2. Any facts, rights, interests, or claims which are not shown by the 5. (I) Unpa~nted mining. c~airos; .(b) reservations or e;II:ceptio~ in
public ncords but which could be ascemined by an inspectioD of the pat~ts or !D Act); authamln! !h~ ISsuance thereof; (c) water ngbts,
la d h'ch b db' . h f. claims or tale to water, whether or not the matters ex~ted under (a~
n or w I may e asserte y persons m possession! ereo (b) or (c) are shown by tbe public recoTCis.
AttachmCJJt Onc: (I 1-17-06)
3-163
Pagel!
EXHIBIT "0" (Continued)
AITACHMENTONE
(CONTINUED)
AMERICAN LAND TITLE ASSOCIATION LOAN POUCY (10-17-92)
Wlm ALTA ENDORSEMENT_FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The fullowing matten are expressly c;>\cluded ftom the CDverage of this
polky and the Company will not pay loss or damage, costs, attorneys' fees
orc:xpc:nses whiclJ arise by reason of:
I. (a) Any law, ordinance or governmental regulation (including but nol
limited 10 buih:ling :md zoning laws, ordinances, Of J'eaulations)
restricting, ~guJatine-. prohibiting or relating to (j) the occupancy,
U5e, orenjoym"nt of the land; Oi) the chal1lctex, dimensions or
location of any improvement now or hereafter en:cled on the
land: (iu) a separation in ownership or a change in the dimell!;oJU
or area of the land or any parcel of which the land is or was a
part; or (iv) environment!] protection. or the efi"ecl of any
violation of these laws, ordmaD~s or governmentaJ ~guJarions.
except to the extent that a norice of tile enforcement thereof or a
noticc o( II defect, lien or encumbrnfK;e resulting from a violation
or aJleged violation affecting the land has been recorded in the
pubJic rewrds at Date ofPolic)'.
(h) Any governmental police: power not excluded by (a) above,
except to the extent that II notice o(thc C)len:ise thereof or a
notice: of II defect, ljen OJ en~lIIbrnn~ resulting from a violatioD
or aileaed violation affectiog the Jaed bas heen Il!Corded in the
public records at Date ofPoJicy.
2. Rights of eminent domain unless notice of the exercise thereof bas
been recoMCld in the publiCI records at Da~ of Policy, but not
eXcluding from COVCr.lge any taking which has occurred prior to Date
of Polic:y which would be binding- on the rights of a purchasec for
valncwitllOutknowlcdge.
3. Defects, liens, cncumhrnDccs, adverse claims or other maners:
(a) created, SlIffered, assumed or agreed to by tm; insured claimant;
(b) not known to the Company, not recorded in tile public recoros at
Date of Policy, but known to the insured claimant and not
disclosed in writing to fhe Company by the insured claimant prim-
to the date the iosUfCd claimant beQa1ne an insured under this
policy;
(c) :resuJting in no loss or damage to the insu~ claimant;
(d) attaching or created subsequent to Date of Policy (except to the
extent that this policy insu~ the prinrity of the lien oflbe insured
mortgage over any statulOI)' Hen for services, labor or mat.eml or
to the extent insurance is a:lforded herein as to assessments for
stre~t improvements undet construction or completed at Date of
Policy); or
(e) resulting in loss or damage which would nOI have been SU/!!z.ined
if the insured cJaimantbadpaid value for the insumd mortgage.
4. Um:nIorceability of the lien of the insured mortgage because of the
inability orfailurc oftheillSllZ'ed at Date ofPoJicy, OTtheinabilityor
failure of 3DY subsequent owner of the indebtedness, to comply with
appjicable doing business laws of the state in which the land is
situated.
s. l.nvaJigity or lInenforc~3bi!ity ofth'e lien of the insured mortgage, or
daim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any eonsumer credit
protectiooortJuthinlClldingIaw.
6. Any statutory lien for sernces, labor or materials (or the claim of
priority of any slatutory lien for services, Jabor or materials over the
lien ofthc insured mortga~) arising ftom an improvCIDCnt or worle
related to tbe land whicb is COIItrncted fur and commenced subsequent
to Date of PoJicy anit is JIOt financed in whoJe or in part by proceeds
of the indebtednc.,s secured by the insureit mortgage which at Date of
Policy the insuredl1asadvam:ed orjsObligafed to advance.
7. Any claim, which arises out of the traMaction creating the inte~t of
the 111ortg3gee insured by this policy, by reason of the operation of
federal bankruptcy. state insolvency, or similar creditors' rights laws,
that is based on:
(i) the transaction aeating the interest of the insured mortgagee
beinadecmedafr.audUICJ:Itconveyanccorftaudulentlransfer,or
(ii) the subordination of the interest of the insured mortgagee as a
result of thl: application of the dOCtrine or equitable
mbordinati()n;or
(jii) the transaction u=ating the inlerest of the iDsurcd mortgagee
being deemed a preferential innsfer except WhCTCo the p:referential
IransferresuJtsftoJIlthefailu:re:
(a) to timeJyrecord the ins:trumentoftransfer; or
(b) ofsuChrecordationtoj1Dpartnoti~toapurchascrforvalue
orajudgmentorJiencreditor.
The above policy fom may be issued to afford either Sl3ndard Coverage or Extended Coverage. In addition to Ule above Exclusions ftom Coverage, the Exceptions
from Covernge in a S1andlrd Coverage policy will also include the following Exceptions fi-om Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against Joss Qf dalDJlgt (aDd the CompaQY will nol pay costs, attorneys' fees or expemcs) which arise by ~son of:
1. Taxes or assessments which are not shown as existing liens by the 3. Eutments, Hem: or encumbrances, or claims thereof, which are not
records of any taxing authority that levies taxes or anessmeDls on rea] shown by the public records.
property or by the ~ublic recards. Proceedings by a ~ublic agency 4. Discrepancies, conflicts in boundary lines, shortage in area,
which ~y resUl1 In taxes or assessments, or JIOhces of sucb encroachments, or any other facls wllich a correct survey would
proceedmgs, whether Of not shown by the records of such agency or disclose, and which are not shown by tht public records.
by II.. p,bli"",,,,,. .. 5. [.) U"",,,,,,, mm;,. ,~;"'; (b) =m',~ oc ~ocp';'" ;0
2. Any. facts, nghts, Jnt~ests or clauns w~ch 1m ~t sbo~n by the patents or in Acts authorizing the issuance tbcreof; (c) water rights,
publIc records but which could be ascerta~ned by a~ mspectionoftlte claims or titlc to water, whetller or not !be matters excepted under (a),
land or which may be asserted by peI3ons]Q possessJOn thereof (b) OJ" (c) are sbown by the public :records.
2006 ALTA LOAN POLICY (06-17-<16)
EXCLUSIONS FROM COVERAGE
The following matters are ex.pressly excluded fi-om the coverage of this
policy, and the Company wiIJ not pay Joss or damage. costs, attorneys' fees,
o.r expenses that arise by reason of
1. (a) Any law, ordinance, per:mit, or governmental :regulation
(including those relating to building and ZDnina) restricting,
regulating,prohibiting,orreJatingto
(i) tJle occupancy, use, orcnjoyment of the: Land;
(ii) die character, dimensions, cr location of any improvemenl
erected on the Land;
(jjj)tbesubdivisionofJand;or
(iv) enviTonmentaJpJotectian;
ar tbe effect of Iny violation of these laws, ordinances. or
governmental :regulations. This Exclusion l(a) does not modifY
OJ" limit the CQ'IIerage provided under Covered Risk 5.
Attachment One (11 ~ 17-06)
Page 12
3-164
2.
(b) Any gO'llernmentaJ police power. This .Exclusion l(b) tloes not
modify or limit the coverage provided under Covered Risk 6.
Rights of eminent dOD\2;in. This Exdusion docs Dat modify or limit
the covernge: provided under Covered Risk 7 or &.
Defects, liens,encl11nbrnnce:s, adversedaims, OT other mancrs
(a) created, suffe:red, assumed, ar agreed to by the Innlred Claimant;
(b) not Known to tile Ccmpany, not recorded in the PubJic Records al
Date of Policy, but Known to dIe JlJ!!\Jred 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 tl1c rnsu:red Claimant;
(d) attaching or created subsequent to Date of Policy (however, this
does not modii)' or limit the CQverage provided under Covered
Risk 11, 13, or 14); or
3.
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
(e) resulting in loss or damage that wot;jd Dot have been sustained if
the Ins:urcd Claimant had paid value for tbe .Insured Mortgage.
4. Uncnforccability of the lien of the: Insured Mortgage because of the
inability or taiIure of an Insured to comply with applicable doing_
business laws of tile staTe wbeu the Land is situaf~.
5. [nvalidity or uncnforccahility in whole or in part of the lien oftbc
Insured Mortgage that arises out of tIlt traDSaction evidcm:ed by the
Insurcd Mortgage and is based upon usury or any consumer credit
protection or tl'Uth-in-lc:nding law.
6. Any claim, by reaSOD of the operation of federal bankruptcy, state:
insolvency, or similar crcditoJ"S" rights laws, that the: transaction
creatinrtheliMofthc: fnsurodMortgage. is
(a) a ftauduJent conveyance: or n-auduJent transf=r, or
(b) a pCCMnriaJ transfer for any reason not stated in Covered Risk
13(b) of this policy.
7. Any lien on the Title for real C$tate taxes or ass=me:nt5" impo:;cd by
govennn~tal authority and CTe!lted or attaching ~tween Date of
Policy and fbe date ofrecordiDi of the Insured Mortgage in the PubJic
Ret:ords. 'I'1ID;; Exclusion docs nor modiJy or limit the COVt:Jllgc
providcdunderCovcrcdRiskII(b).
The above policy form may be issued to afford citber Standard Coverage or Extended Coverage. In addition to tbe above Exc!usiOJl5 UOlXl Coverage, tbe EIlceptions
from Covct1ilge in a Standard Coven.ge poJicy wjJJ also mcJude the following EIIceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy docs not insure against loss or damage (and tbe Company will not pity costs. attorneys' fees or e'lptnses) that arise by reason of.
1. (a) TiIJ;;es or assessments that are not shown as existing Hens by the 3. Easements, liClls or enc:urnbrances, or claims thereof, not Mown by
records of any taxing authority that Jevies taxes or as,!iessments on !be Public Records.
real property or by the Public Records; 4. Any encroachment. encumbrance. vioJation, variation, or adverse
(b) Proceedings by a public agency that may result in taxes or circumstancc aff~ting the TItle thai wouJd be disclosed by an
assessments, or notices of such proceedings, whether or not accuralc and complete land survey oftbe Land and not shown by the
shown by the records ofsoch agency or by the Public Records. Pu.hIjc Records.
2. ADyfacts.rights,intereSts,orClaimstbatarenotshownbythePUbJic 5. (a) Unpatented mining claims; (b) reservations or exceptions in
Records but that could be ascertained by an inspection of the Land or patents or in Acts Ituthorizing the inuance thereof, (c) Water rights,
thai may he ilSserted by persons in possessiou oftlle Land claims or !itle to water. whether or not the matters excepted uuder (a),
(b),or(c)aresbownbythePubJicRecords.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (JO~I7-92)
EXCLUSTONS FROM COVERAGE
The folJowing matters are expressly excluded fi'om the coverage of this
policy and the Company will not pay Joss or damage, costs, attorneys' fees
orexpenseswhiclJamebyreasoDof:
(a) Any law, ordinance or governmental ~guJat:ioo (including but not
limited to building and zoning laws. ordinances. or regulations)
restricting, regulating, prohibiting or relating to (I) the Occupancy,
use, or enjoyment of the land; (n) the cJ!arac!er, dimensions or
location of any improvement now or here>lfter erected on' !he
!and; (iii) a separation in ownership or a change: in the dimCJ1Sions
or area of the land or any parcel of whiclt the land is or was a
part; or (iv) environmental pro~tion, or the effect of any
violation of these laws. ordinaoces or governmental regulatioIlS,
except to the cx:tent that II. notice of the enforcemeot thereof or a
notice of a detect, lien or encumbl'3nce resulting from a violation
or alleged violation affecting the land bas been recorded in the
publicrecordsatDateofPoJicy.
(b) Any iQvmmental po1ice power not excluded by (a) above,
except to the extent that a notice of the exerci.!e thereof or a
noticeofadefect.lien orcncumbrance resulting from a violation
or alJeged violation affecting the Jand has been recorded in the
public records at Date ofPoJicy.
2. Rights of eminent domain un:1es.o; notice of the exercise thereof has
been recorded in the public records at Date of Policy, but not
excjuding ITom coverage any taking wJrlch has occurred prior to Date
of PoJicy wJlich would be binding on the rights of a purchaser for
va]ue without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matlets:
(a) created,sufTered,asSllmedoragreedtobythemsuredclaim:lnt;
(b) not known to the Company, not recorded in the public records at
Date of PoJicy, but known to the insured cJairnant and not
disclosed in writing 10 the Company by the insured claimant prior
to the date the insured claimant became an insured under this
policy;
(c) resulting inno loss or damage to the insured claimant;
(d) attaching or created subsequent to Date ofPoJicy; or
(e) resulting in 1oS$ or damage wJlichwouJd not have been sustained
if the insured claimant had paid value for tJle eState or intereSI
insuredbYlhispoJicy.
4. Any claim, which arises out of the tramacrion vesting in the insured
thcestate or interest insured by this policy, by~asonoftheopcration
of federal bankruptcy, slate inso!vency, or similar creditors' rights
]aws,tbatisbasedon:
(i) thetransactioncn:atingtheC$tateorinterestinsuredbythispoJicy
being deemed a fraudulent conveya~ or fraudulent transfer; or
(ij) the transaction creating the estate or interest insured by this poJicy
being deemed a prcfel'CIltiaJ transfer except where the preferential
transferrcsuJts fi'om the failure:
(a) to time!y record the instnllnemoftransfer; or
(b) ofsucl1 recordation to impart noticc fo a purchaser for value
or ajudgmentor lien creditor.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition 10 the above Exclusion~ ITom Coverage, the Exceptions
from Cov~ragc in a Standard Coverage Policy wiJI also include the fOllowiog Exceptions ftorn Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the CompanywiU not pay costs, attorneys' fees or expem;cs) which arise by reason at
1. Taxes or asseSliments which are not shown as existing liens hy the 3. Easements, liens or encumbrances, or cJaims thereof. which are not
records of any taxing authority that Jevies taxes or assessments on real shown by the public records.
property ar by the ~ublic records. Pro~edings by a ~ubJic agency 4. D/scre~DCies. conflicts in boundary line!>, sbortage in area,
which ~ay result m taxes or assessments, or notices of such encroachments. or any other fac(s which a correct irurvey would
pJoceedmgs, whether or not shown by the records of $\Ich agency or disclose, and which arc not shown by tbepubJic ffi:ords.
by tbe public records.
. - Ia" 5. (a) Unpatented mining claims; (b) reservations OT exceptions in
2. Any. facts, rtghts, m~ or c uns wl.llch are ~t sho~n by the patents or in Acts autliorizing the issuance tbereof, (c) water rights,
pubJlc rec~rds but which could be ascerta~ned by a~ Inspection of the claims or title to water. whether or not the matters excepted under (a),
land orwhicb may be asserted by persons 1Jl possessIOn thereof. (b) or (c) are shown by the public records.
Attachment One (11-17..(J6)
Page 13
3-165
EXHmlT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
2006 ALTA OWNER'S POLICY (06-17~6)
EXCLUSIONS FROM COVERAGE
The fOllowing matters are expressly excluded ITam the coverage oftbis
poJicy, !IDd the Company wjJI not pay Iou or damage, costs, attorneys' fees,
orcxpensestbatarisebyreas01;lof.
I. (a) Any law, ordinancl; pemrit, or governmental regulation
(inc!uding those relating to building and zoning) restricting.
regulating, prohibiting, orrcIating to
(i) tbe OCCUpancy. use, or enjoyment ofthc Land;
Oi) the character, dimMSions, or location of any improvement
erected on the Land;
(jii) the subdivision ofJand;or
(iv)cnvironmentaJprotection;
or !.he effect of any violation of these Jaws, ordinances, or
goVttlUnCIltal regulations. 'This Exclusion l(a) does not modifY or
limit the coverage provided under Covered Risk 5.
(b) Any governmental polke power. This Exclusion l(b} do~ Dot
modifY or Imnt the coverage provided under Covered Ri<JJc IS.
2. Rights of emineJIt domain. This Exclusion does not InodifY or limit
the coverage provided under Covered Risk 7 or 8.
l Defects, Jiens, encumbrances, advene cJaizns, or other matters
(a) crC71ted, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to Ihe CoU/pany, 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 wured Claimant
prior to the date the Insured CJa.imant became an ImUTed under
this policy:
(c) resulti:nginnOlossordamagetothelnsu~Claimant;
(d) attaching or created S"Ubse.quent to Date ofPo]jcy (however, this
does not modify or limit tile coverage provided under Covered
Risk 9 and 10); or
(e) resulting in loss or damage tbat wouJd not bave been sustained if
the Insured CJaimant had paid value for the Title..
4. Any claiIll, by reason. of tbe opeaoon of feder.1Ii bankruptcy, state
insolvency, or similar creditors' rights laws, that the transaction
vestingtheTitJeassl1owninScheduJeA, is
(a) a fraodulentconveyance or fuudulenttransfer; Or
(b) apre:/eretltial transfer foranyrealIDn not stated in Covered IUsk 9
of1hispolicy.
5. Any lien on the Title for reaJ estate taJ:es or assessments impos<<l by
governmentaJ authority and created or attaching between Date of
Policy and the date of recording of tbe deed or other inslnlment of
transfer in Tbe Public Rer:ords that vesfs Title as shown in ScheduJe A.
The above policy fonn may be issued to afford either Standard Coverage or E:'ttcndcd Covernge. In addition to the above Exclusions fiom Covemge, tile Exceptions
from Coverage in a Standard Coverage policy will also incJude the following Exceptions ftom Coverage:
EXCEPTIONS FROM COVERAGE
This policy do~ not insure agail15t loss or damage (and the Company wiU not pay costs, attorneys' fees or expenses) that arise by I>:ason of.
I. (a) Taxes or assessments that an: not shown as existing liens by the 3. Easements, liens or encumbrances, or claims thereof; not shown by
records of any taJ:ing authority tllat Jevies taxcs or assessments on rea! the Public Records.
property or by the Public Records; (b) proceedings by a public agency 4. Any encroachment., encumbrance, violation, variation, or adverse
that may result in taxes or assessments, or notices of such circumstance affecting tbe Title Ibat wou!d be disclosed by an
proceedings., whether or not shown by tile records of such agency or accurate and complete land survey of the Land and that are Dot Shown
by the Public Recon:!s. by the Public Records.
Any facts, nghls, interests, or claims that are not shown in the Public 5. (a) Unpatented mining claims; (b) TC.5eMtions or cxl:Cptlons in
Records but thatcouJd be ascertained by an inspection of the Land or patents or in Acts authorizing tbe issuance thereof; (c) water riglltS,
that may be asserted by persons in possession of the Land. claims or title to water, wbether or not the matters excepted under (a),
(b),or{c)areshownbythe Public Records.
2~
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10.22..03)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
EXCLUSIONS
rn addition to the Exceptions in Schedule B, Vou arc not inS1lred against loss, costs, attorneys' fees, and expenses resuJtlng from:
I. Governmental police power, and the existence at violation of any law a. a notice of exercising the riJ,::ht appear,s in the Public Records at
or government regulation. This includes ordinances, Jaws and the: Policy Date; or
regulations coDCe:r1Jing; b. the taking happened before tbe PoJicy Date and is binding on Vou
a. building if You bought the Land without Knowing ofrhe taking.
b. zoning 4. Risks:
c. Land use a. that are created, allowed, or agreed to by You. whether or .oot
d. improvements on the Land they appear in the Public Records;
e. Land division b. that are Known to You at the PoJicy Date, but not to Us, unless
UICY appear in the Public Records at the Policy Date;
c. rhatresll.ltin no Joss tOYOIJ: or
d. that first occur after the Policy Date. tbis does 001 limit the
coverage described in Co~red Risk 7, S.d, 22, 23, 24 or25.
FajJure to pay value for Vour Title.
Lackofa right:
a. to any Land outside tbe arca specifically desctibed IIlId referred 10
in paragraph 3 ofSchc:duleA; and
b. In sma;, alleys, or watelWays that loucb tbe Land.
This Exclusion does not limit the coveiage described in Covered Risk ! 1 or
18.
f environmental protection
This Exc]usion does not apply to violations or the enforcement of these
matters ifnotice ofthc violation or enforcement appears in the Public
Records at the PoJicy Date.
TItis Excrusion does not Jimittbe coverage descnoed in Covered Risk ]4,
15,16,]70r24.
2. The failure of Your existing StrucTUres, or any part of them, 10 be
constructed in acr:ordance with applicable building codes. This
Exclusion does not apply to violations of building codes if notice of
the vioJation appears in the Public Records at the PoJicy Date.
The right 10 fake tbe Land by condel1U1ing it,. unless:
3 ~
Attachment One (l1.17"'(}6)
Page 14
3-166
5.
6.
EXHIBIT "0" (Continued)
AITACHMENT ONE
(CONTINUED)
LIMITATIONS ON COVERED RISKS
Your 1nsurnnce for the following Covered Risks is limited on the OWner's Coverage Statement as fuJJows:
For Covered Risk 14, 15, 16 and 18, Your Deductible Amount and Our Maximum DoUar Limit of Liability shown in Schedule A.
Covered Risk 14;
YOllr f)edl1ctihl~ Amount
The deductible amounts and maximum donar limits sbown on Schedule A are as follows:
OUr Ma:timum DoUar
LimitnfTiahilitv
l.QQ% cfPolicy Amount or $ l.lOOm
(whicbeverisJcss)
CoVCrM Risk 15:
S.l.Q.QQQQQ
LQQ% afPolicy Amount or S.2...QQQQQ
(whichcver is less)
s~
Covered Risk 16:
LQQ% ofPoJicy Amount or $.i..QQQ.QQ
(whic:hevcris]e,ss)
,~
CovcredRisk]8;
LQQ.% of Policy AmolllJtor $~
(whicl1evu is Jess)
s~
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
TIle fullowing matters are cxp~sly excluded from the coverage of this
policy and the Company will not pay loss or damage, COSts, attorneys fees or
expenst:s which arise by reason of:
I. (6) Any law, ordinaooe or governmental regulation (including but not
limited to building aDd zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) tbe lXoapancy,
use, orenjoyme.nt of the Land; (ii) the character, dimensionS' or
location of any Unpro\f1m1ent now or hereafter erected on the
Land; (iii) a separation in ownership or a change in the
dimensions or areas oftIJe Land or any parccJ of which the Land
is or was a part; or (iv) environmental protection, or tbc effect of
any violation of these laws, ordinances or governmental
regulations, extq)tto the extcntthats notice of the cnforcement
thercofor a notice ofa defcct, lien orencumbr.mcc resuJting from
a violation or aUeged violation affecting the Land has been
recorded in the PubJic Reconfs at Date of Policy. This exclusion
does not limit the coverage provided under Covered Risks 12, J3,
14, and 16 of this policy.
(b) Any governmental police power not excluded by (a) above,
~ccpt to the extent that a notice of the exercise thcmof or a
notice oh deti::ct, lien OT enCllmbl'8DCe resulting tram a violation
or alleged violation affecting the Land bas been recorded in the
Pu.blic Records at Date of Policy. This exclusion does not limit
the coverage provided under Covered Risks 12., 13, 14, and 16 of
this policy.
2. Right:; ofcmUnent domain unless notice of the e:>r.ercise thereof has
been recorded in tlIe Public Records al Date of POlicy, but not
~cluding trom coverage any taking whicb has occulTed prior to Date.
of Policy which would be binding on tbe rights of a purchas~ fur
value without Knowledge.
3. Defects, liens, CIJcumbranccs, 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 CJaimant and not
disclosed in writing 10 the C01npany by the Insured Claimalll.
prior to the date the Insured Claimant became aJ] Insured und~
this policy;
(c) rerulting In no loss or damage 10 the [nsured Claimant;
Attachment Onc(] 1~]7-O6)
3-167
(d)attachiJ]gorCrealedsubsequenttoDateofPolicy(this~graph
does not limit the COvClll.ge provided under Covered Rids 8, 16,
18,19.2D,2J,22,23,24,25and26);or
(e) resulting in loss or damage which would not have bcen sustained
if the InsurodClaimanl!Jadpaid value forthe IlISured Mor1gage.
4. Unenforceabilityofthe lien of the Insured Mortgage bccause oftbe
inability or failure of the Insurcd at Date of Policy, or the inabiJityor
failure of any subsequent owner of the indebtedness, to complywitlt
applicable doing business laws of the state in which the Land is
situated.
5. Invalidityoruncnforceability of the lienofthc tnsured Mortgage., or
claim thereof, which arises out of the transaction evidenced by the
Insured Mortgage and is based Upon usnry, exc.eptas provided in
Covcred Risk27,oranyconsurnercreditprotectionortruth in lending
law.
6. Real property taxes or assessments of any governmental authority
whicll become a lien on the Land subsequent 10 Date of Policy. TIris
exclusion does not limit Ihe COverage provided under Covered Risks
7,8(e)and26.
7. AJJycJaimofinvalidity, uDMforccabiJity or Jack of priority oftbe Hen
of the fD$Ured Mortgage as In advances or modifications made afteJ-
the Insurcd has Knowledge thattbe vestee shown in Schedule A is no
longer the owner of the (!State or mlCl'CSt covered by this policy. This
exclusion docs DOt limit the coverage provided in Covcred Risk 8.
8. Lack of priority of the lien of the Insured MOr1gage as toca,m and
every advance made after Date of Policy, and aU interest c11arged
r.bereon,overliflns, encufllhrances and othcrmsttel'S affecting fhe titJe,
the existence of which are Known to the Insured at:
(a) The time of the advance; or
(b) The time a modification is made to the terms of the Insured
Mortgagewhichcbangesthel1lteofinterestcharged,iflberateof
Interest is grcate.r as a result of the modification than it would
have been before tbe modifwa.tiotl. This exclusion does lIotlimit
the coverage provided in Covered Risk 8.
9. The failu.re of the residential structure, or any portion thereof!JJ have
been constructed before, on or after Date ofPoJicy in accordance witb
applicable building codes. This exclusion does not apply to violations
of building codes if Dotice of the violation appears in the Public
Records at Date of Policy.
Page J5
@
EXHIBIT "0" (Continued)
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title DeDartment:
Chicago Title Company
Attn: Tom Votel/Ken Cyr
Email: votelt[aJ.ctt.com&ken.cvrra!ctt.com
Phone: (619) 521-3608
Order No.: 73016349-U50
FIRST AMENDED PRELIMINARY REPORT
Ref:
APN 644-313-03
Dated as of: September 2, 2009 at 7:30 am
cmCAGO TITLE INSURANCE COMPANY hereby reports that it is prepared to issue, or
cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the
land and the estate or interest therein hereinafter set forth, insuring against loss which may be
sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception
in Schedule B or not excluded tram coverage pursuant to the printed Schedules, Conditions and
Stipulations of said Policy fonns.
The printed Exceptions and Exclusion trom the coverage of said Policy or Policies are set forth
in the attached list. Copies of the Policy forms are available upon request.
Please read the exceptions shown or referred to in Schedule B and the exceptions and
exclusions set forth in the attached list of this report carefully. The exceptions and
exclusions are meant to provide you with notice of matters which are not covered under the
terms of the title insurance policy and should be carefully considered. It is important to
note that this preliminary report is not a written representation as to the condition of title
and may not list all liens, defects, and encumbrances affecting title to the land.
TIllS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED
SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF
TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED
THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE
INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED.
CLT A PreJirninary Report Fonn (Rev l/1J95)
Page J
3-168
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee
2. Title to said estate or interest at the date hereof is vested in:
Village II of Otay HE SUB, a California genera] partnership
3. The land referred to in this report is situated in the State of California, County of San Diego and is
described in !be Legal Description, attached hereto:
END OF SCHEDULE A
CLTA Preliminary Report Fonn (Rev 1/1195)
Page 2
3-169
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
LEGAL DESCRIPTION
LOT 31 OF CHULA VISTA TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006.
APN 644-313-03
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Fonn (Rev 1/1/95)
Page 3
3-170
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the
policy fonn designated on the face page of this Report would be as follows:
1. Property taxes, including any assessments coHeeted with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
Property taxes, including any assessments coHeeted with taxes, for the fiscal year 2008 _ 2009
I" Installment:
Penalty:
2"" Installment:
Penalty and Cost:
Homeowners Exemption:
Code Area:
$291,005.73
$29,100.57 (Due after December 10)
$291,005.73
$29,110.57 (Due after April 10)
$None
01265
Assessors Parcel Number:
644-313-03
Supplemental taxes for the fiscal year 2008 - 2009 assessed pursuant to the provisions of Chapter
3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California.
I" Installment:
Penalty:
Delinquent:
2"" Installment:
Penalty:
Delinquent:
Code Area:
Assessment No.:
$258,728.77
$25,872.87
March 3 I, 2008
$258,728.77
$25,882.87
July 31, 2008
01265
869-072-7966
Said property has been declared tax defaulted for non-payment of delinquent taxes for fiscal year
2008 - 2009 (and subsequent years, if any)
Amount To Redeem:
1f Paid By:
$666,428.11
$September 30, 2009
1f payment is to be made through this title order, in order to insure that payment is reeeived by the
Tax CoHeetor in a timely manner, good funds must be in possession of this company at least 3
business days prior to the above date.
2. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Seetion 75) of the revenue and taxation cQde of the State of California
3. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shaJl become a lieu on said land.
CLTAPreliminary ReportFonn (Rev 1/1/95)
Page 4
3-171
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
(continued)
District:
Community Facilities District No. 98-1 Open Space Maintenance
District
Proposed Boundary Map
Au!!Ust ] 8. 1998 as File No. ]998-0523069
Disclosed By:
Recorded:
4. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: City of Cbula Vista
Purpose: Community Facilities District No. 97-2
Recorded: AU!!Ust 21. 2001 as File No. 200]-0594092 of Official Records
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed hy: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: December 8. 2005 as File No. 2005-1056527 of Official Records
6. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union High School District
Community Facilities District No. 17 Improvement Area]
Febrliarv I. 2006 as File No. 2006-0074984 of Official Records
7. Water rights, claims or title to water, whether or not disclosed hy the public records.
8. An agreement, and the tenns and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of Chula Vista, a chartered municipal corporation, the
County of San Diego, a political subdivision and Otay Vista
Associates, a California limited partnership
Indemoification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
Fehruary 7.1994 as File No. ]994-0084743
Regarding:
Recorded:
9. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
County of San Diego
Landfill nuisance and covenants running with the land
March 17.1997 as File No. 1997-0118929
Lot 31 as shown on said map
CLT A Preliminary Report Form (Rev III/95)
Pogo 5
3-172
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
(continued)
10. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City ofChula Vista and Otay Ranch, L.P., a
CaIifonria limited partnership, subject to all the tenns, provisions and conditions therein contained,
recorded Mav 12.1997 as File No. 1997-0219970
I L A document entitled "DesiItation and MaIntenance Agreement with Otay Project L.P., (Poggi
Canyon DraInage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, Pill Otay Ranch Associates,
LLC, a Delaware Ilnrited liability company and the City of Chula Vista, subject to all the terms,
provisions and conditions therein contained, recorded June 28. 2000 as File No. 2000-0341829
12. A document entitled "Conveyance Settlement Agreement by the City of Chula Vista, Otay
Project and Otay Land Company", dated, August 27, 2002, executed by Otay Land Company,
LLC, a Delaware lirnited liability company, City of Chula Vista, a California municipal corporation
and Otay Project, L.P., a California Ilnrited partnership, subject to all the terms, provisions and
conditions therein contained, recorded September 5.2002 as File No. 2002-0756563
13. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; assessments. liens and the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if any. based upon on race, color, religion,
sex, sexual orientation, farnilial status, marital status, disability, handicap, national origin, ancestry,
or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law).
Recorded:
October 4. 2005 as File No. 2005-0856104
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housIng for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of a fJrst mortgage or frrst Deed afTrust made in good faith and for value.
Said instrument also provides far the levy of assessments, the lien of which are stated to be
subordinate to the lien of a fJrSt mortgage or first Deed of Trust made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and restrictions of Montecito at Otay
Ranch recorded June 1. 2006 as Document No. 2006-0389164 and re-recorded Jnlv II. 2006 as
Instrument No. 2006-0487654. Official Records
Modification(s) of said covenants, conditions and restrictions
Recorded:
AUf!Ust 30. 2006 as Instrument No. 2006-0619008. Official Records
CLTA Preliminary Report Ponn (Rev 1/1195)
Page 6
3-173
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
(continued)
The provisions of said covenants, conditions and restrictions were extended to include the herein
described land by an instrument
Recorded:
June 20. 2007 as Instrument No. 2007-0415537. Official Records
Modification(s) of said covenants, conditions and restrictions
Recorded:
June I, 2006 as Instrument No. 2006-0389164 of Official Records
and re-recorded July II, 2006 as Instrument No. 2006-0487654. both
of Official Records
Modification(s) of said covenants, conditions and restrictions
Recorded:
August 30, 2006 as Instrument No. 2006-0619008 of Official
Records
14. A Deed of Trust to secure an indebtedness in the amount shown below, and any other obligations
secured thereby
Amount:
Dated:
Trustor:
Trustee:
Beneficiary:
Loan No.:
Recorded:
$33,500,000.00
March 28, 2006
Otay Ranch Investments, LLC, a Delaware limited liability company
First Bank, a Missouri banking corporation
First Bank, a Missouri banking corporation
406063035287
Amil 5. 2006 as Document No. 2006-0235562 and re-recorded April
17. 2006 as Document No. 2006-0266371
Affects:
Portion of Lot 3 I and otherland
An Agreement to modifY the tenns and provisions of said Deed of Trust as therein provided.
Executed by:
Recorded:
Modification of Trust Deed and Loan Documents
July 28, 2006 as Instrument No. 2006-0536346 of Official Records
An Agreement to modifY the terms and provisions of said Deed of Trust as therein provided.
Executed by:
Otay Ranch Investments, LLC, a Delaware limited liability company
and First Bank, a Missouri banking corporation
September 29, 2008 as Instrument No. 2008-0512220 of Official
Records
Recorded:
An Agreement to modifY the tenns and provisions of said Deed of Trust as therein provided.
Executed by:
Otay Ranch Investments, LLC, a Delaware limited liability company
and First Bank, a Missouri banking corporation
June I I, 2009 as Instrument No. 2009-0317928 of Official Records
Recorded:
CLT A Preliminary Report Fonn (Rev 1/l/95)
Page 7
3-174
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
(continued)
15. A documeIlt errtitled "Subdivision Improvement Agreemenf', dated, May 25,2006, executed by
Otay Project L.P. and City of ChuJa Vista, subject to all the tenns, provisions and conditions therein
cOIltained, recorded Mav 26.2006 as File No 2006-0375302
16. A documeIlt entitled "SIlpplemental SIlbdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project L.P. aIld City of ChuJa Vista, subject to all the te=s, provisions
and conditions therein contained, recorded Mav 26. 2006 as File No. 2006-0375301
17. An easemerrt for the pwpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easemerrt
Pwpose:
Affects:
Easemerrt
Purpose:
Affects:
Easement
Pwpose:
Affects:
15350
General utility and access
as shown on said map
landscape buffer and sidewalk
Lot 31 as shown on said map
private reciprocal access and utility
Lot 31 as shown on said map
18. An easement for the pwpose shown below and rights incidental thereto as set forth in a document.
Pwpose:
Recorded:
Affects:
private reciprocal access and utility
June 15 2006 as Document No. 2006-0426819
Lot 31 as described in said document
19. A pending assessmerrt for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 13M (Otay Ranch Village Two)
City of Chula Vista
December 4. 2006 as Instrument No. 2006-0858546. Official
Records
20. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Annexation Map No. 6 Community Facilities District No. 97-2
(preserve Maintenance District Improvement Area C)
City of ChuJa Vista
December 4. 2006 as Instrument No. 2006-0858547. Official
Records
Disclosed By:
Recorded:
CLT A Prcliminary Report Form (Rev 1/1/95)
Page 8
3-175
EXHIBIT "0" (Continued)
Order No.; 73016349-U50
SCHEDULE B
(continued)
21. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
City of Chula Vista
Street and public utility
February 28. 2007 as FileNo. 2007-0136697
The route thereof affects a portion of said land and is more fully
described in said document.
Said instrument additionaHy contains the privilege and right to extend drainage structures and
excavation and embanlanent slopes beyond the limits where required for the construction and
maintenance thereof
22. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To;
Purpose:
Recorded:
Mfects:
City of Chula Vista
General utility and access purposes
February 28. 2007 as File No. 2007-0136700
The route thereof affects a portion of said land and is more fully
described in said document.
23. Rights of parties in possession of said land..
Matters affecting the rights of said parties are not shown herein.
24. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the parties
of possession thereof.
25. The terms and provisions contained in the document entitled "Resolution of the City Council of
the City of Chula Vista Approving a Sectional Planning Area (SPA) Plan Including Planned
Commnnity District Regulations Village Design Plan, Bnsiness Park Design Plan, Pnblic
Facilities Finance Plan, Affordable Housing Program and other Regulatory Documents on
1,187.3 Acres of Land in Villages Two, Three and a Portion of Four of the Otay Ranch"
recorded June 28, 2006 as Instrument No. 2006-0458125 of Official Records.
26. The terms and provisions contained in the document entitled "Resolution of the City Council of
the City of Chula Vista Approving a Teutative Subdivision Map for Village Two and a
Portion of Village Four of the Otay Ranch" recorded June 28, 2008 as Instrument No. 2008-
0458126 of Official Records.
27. The herein described property lies within the boundaries of a Mello-Roos Community Facilities
District ("CFD"), as foHows:
CFD No.:
Facilities District No. 17 Annexation No. I (Otay Project, L P _
Portion VilJage 2)
June 28, 2006 as Instrument No. 2006-0459404 of Official Records
Recorded:
This property along with all other parcels in the CFD, is liable for an annual special tax, and is
payable with the general and special taxes. The tax may not be prepaid.
CLT A Preliminary Report Fonn (Rev 1/1195)
Page9
3-176
EXHIBIT "0" (Continued)
Order No.: 73016349-U50
SCHEDULE B
(continued)
28. The terms and provisions contained in the document entitled "A Resolution of the City Council of
the City of Chula Vista, Adoptiug the Mitigated Negative Declaration and Mitigation
Monitoring Program, IS-05-023, and Grauting a Conditional Use Permit, PCC-05-067, to
Allow a Temporary Off Road Race on a Portion of the Otay Ranch Villages Two and Four,
located South of Olympic Parkway, East of the Otay Landfill, and West of La Media Road"
recorded July 19, 2006 as InStnunent No. 2006-0507414 of Official Records.
END OF SCHEDULE B
CLTA Preliminary Report Form (R~ J/I/95)
Page 10
3-177
EXHmIT "0" (Continued)
Order No.: 73016349-U50
INFORMATIONAL NOTES
Note No.1) The policy of title insurance will include an arbitration provision. Tbe Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any serVice of the Company in connection with its issuance or the breach of a policy provision or
other ob1igation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2) Tbe policy to be issued may contain an arbitration clause. When the Amount of
Insurance is less than the amount, if any, set forth in the arbitration c1ause, all arbitrab1e matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties.
Note No.3) The requirement that a copy of the partnership agreement of the Vtilage II of Otay HB
SUB, GP, a California general partnership be furnished to this Company, together with all
supplements, amendments, etc., thereto.
PLATS
RHIRL
I Amend/GP
CLT A Preliminary Report Fonn (Rev l/1I95)
Page 11
3-178
EXHmIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Greuo of ComDanies' Privacy Statement
July I, 2001
We recognize and respect the privacy of today's consumers and the requirements of applicable federal and state privacy laws.
We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to
whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy
Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with
applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following Sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or from the services being perfonned by, us, our affiliates or others;
. From our Internet web sites;
. From the public records maintained by government entities that we wither obtain directly from those entities, or
from our affiliates or others; and .
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information &om unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business purposes.
Onr Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates. such as insurance companies, agents, and other real estate
settlement service: providers. We may also disclose your Personal Information:
. To agents, brokers or representatives to provide you with. services you have requested;
. To third-party contractors or service providers who provide seIVices or perfonn marketing or other functions on our
behalf; and
. To others with whom we enter into joint marketing agreements for products or services that we believe you may
find of interest
In addition, we will disclose your Personal Infonnation when your direct or give us permission, when we are required by law to
do so, or when we suspect fraudulent or crim.inal activities. We also may disclose your Personal Information when otherwise
pennitted by applicable privacy laws such as. for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of OUT affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Infonnation and, under certain circumstances. to find out to whom
your Personal Infonnation has been disclosed. Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover thercosts incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more that one privacy notice from us. We
apologize for any inconvenience this may cause you.
Privacy Statement OG-21-03)
3-179
EXHmIT "0" (Continued)
LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE ,POLICY -1990
EXCLUSIONS FROM COVERAGE
The fonowing matters are expressly excluded from the coverage of this policy and the Company wil1 not pay 10ss or damage, costs, attorneys'
fees or expenses whicb arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not Jimited to buiJding or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; Cii) the character, dimensions or
location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or
area ofllie land or any parcel of which the land is or was a pan; or (iv) environmental protection, or the effect ofaoy violation of
these Jaws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect, Hen, or encumbrance resulting iTom a violation or alleged violation affecting the land has been recorded in the public
records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a
defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records
at Date of Policy.
2. R.jghts of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not
excluding ITom coverage any taking which has OCCUtted prior to Date of Policy which would be binding on the rights of a purchaser for
value without knowledge.
3. Defects, ]iens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, Dot recorded in the public records at Date of Policy, but known to the insured claimant and not
discIosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this
policy;
(c) resulting in no Joss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or resulting in loss or damage which would not have been sustained if the insured
claimant had paid value for he insured mortgage or for the estate or interest insured by this policy.
4. Uncnforceabi]ity of the lien of the insured mortgage because of the inability or failure of tbe insured at Date of Policy, or the inability or
failure of any subsequent owner of the indebtedness, to comply with the applicable dOing business Jaws of the state in which the land is
situated.
5. Invalidity or uncnforceabiJity of the lien of the insured mortgage. or claim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction
creating the interest oflbe insured lender, by reason of the operation of federal bankruptcy, state insolvency or simiJar creditors' rights
laws.
EXCE,PTIONS FROM COVERACE - SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company win not pay costs. attorneys' fees or expenses) which arise by reason
of:
I. Taxes or assessments which are'not shown as existing liens by the records of any taxing authority that levies taxes or assessments on
real property or by the pubJic records.
Proceedings by a public agency which may result in taxes or assessments. or notices of such proceedings, whether or not shown by the
records of such agency or by the public records.
2. Any facts, rights, interests, or claims which are not shown by the pubJic records but which could be ascertained by an inspection of the
]and which may be asserted by persons in possession thereof
3. Easements, liens or encumbrances., or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would discJose,
and which arc not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereot; (c) water rights,
daims or title to water, whether or Dot the matters excepted under (a), (b) or (c) are shown by the public records.
Exceptions and ExcJusions
3-180
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting
from:
I. Governmental police power, and the existence or violation of any law or government regulation. This includes building
and zoning ordinances and also laws and regulations concerning:
. land use
. improvements on the land
. land division
. environmental protection
This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at
Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it, unless;
. a notice of exercising the right appears in the public records on the Policy Date
. the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing oftlte
taking
3. Title Risks:
. that are created, alIowed, or agreed to by you
. that are known to you, but not to us, on the Policy Date - unless they appeared in the public records
. that result in no loss to you
. that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in Hem 8
of Covered Title Risks
4. Failure to pay value for your title.
5. Lack of a right;
. to any land outside the area specifically described and referred to in Item 3 of Schedule A
OR
. in streets, alleys, or wateI'\Vays that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
EXCEPTIONS FROM COVERAGE
In addition to the Exclusions, you are not insured against loss, cost, attorneys' fees and expenses resulting ITom:
1. Someone claiming an interest in your land by reason of:
A Easements not shown in the public records
B. Boundary disputes not sho'WD. in the public records
C. Improvements owned by your neighbor placed or you land
2. If, in addition to a single family residence. your existing structure consists of one or more Additional Dwelling Units,
Item 12 of Covered Title Risks does not insure you against loss costs attorneys' fees, and expenses resulting from:
A. The forced removal of any Additional Dwelling Unit, or,
B. The forced conversion of any Additional Dwelling Unit back to its ariginal use.
if said Additional Dwel1ing Unit was either constructed or converted to use as a dwelling unit in violation of any Jawor
government regulation.
Exceptions and Exclusions
3-181
EXHffiIT "0" (Continued)
CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/17/98)
EXCLUSIONS
In addition to the Exceptions in Schedule B; You are not insured against loss, costs, attorneys' fees, and expenses resulting
from:
1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances,
laws and regulations concerning:
a. Building
b. Zoning
c. Land use
d. Improvements on Land
e. Land division
f. Environmental protection
This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement
appears in the Public Records at the Policy Date.
This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17, or 24.
2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building
codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public
Records at the Policy Date.
3. The right to take the Land by condemning it, unless:
a. notice of exercising the right appears in the Public Records at the Policy Date; or
b. the taking happened before the Policy Date and is binding on You jf You bought the Land without Knowing of the
taking.
4. Risks:
a. that are created, al1owed, or agreed to by Y 014 whether or not they appear in the Public Records;
b. that are Known to You at the Policy Date, but not to Us, unless they appear in the PubIic Records at the Policy Date;
c. that result in no loss to Yau; or
d. that fIrst occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.d, 22, 23, 24 or
25.
5. Failure to pay value for Your Title.
6. Lack ofa right:
a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and
b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described in Covered Risk 11 or 18.
Exceptions and ExcJusions
3-182
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage,
costs, attorneys' fees or expenses which arise by reason of
I. (a) Any law, ordinance or governmental regulation (including but Dot limited to building and zoning laws, ordinances, or
regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ti) the
character, dimensions or location of any improvement now or hereafter erected on the land; (Hi) a separation in
o'WD.ersbip or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except
to the extent that a notice of the enforcement thereof or a notice of a defect. lien or encumbrance resulting from a
violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or
a notice of a defect. lien or encumbrance resulting from a violation or alleged violation affecting the land has heen
recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy,
but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the
rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse cJaims 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 tbe insured claimant became an
insured under this policy;
( c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of
the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein
as to assessments for street improvements under construction or completed at Date of Policy); or
(e) resulting in loss or damage which would not bave been sustained if the insured claimant had paid value for the insured
mortgage.
4. Unenforceability of the lien of the insured mortgage because oftbe inability or failure of the insured at Date of Policy, or
the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the
state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction
evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending Jaw.
6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or
materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is
contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the
indebtedness secured by the insured mortgage wbich at Date of Policy the insured has advanced or is obligated to advance.
Exceptions and Exclusions
3-183
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALT A ENDORSEMENT - FORM 1 COVERAGE
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT - FORM 1 COVERAGE
(Continued)
7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of
the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on:
(j) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent
transfer; or
(ii) the subordination of the interest of the insured mortgagee as a result of the appJication of the doctrine or equitable
subordination; or
(iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the
preferential transfer results :&om the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage pOlicy will also include the
following General Exceptions:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company wi1I not pay costs, attorneys' fees or expenses) which
arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an
inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey
would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c)
water rights, claims or tide to water, whether or Dot the matters excepted under (a), (b) or (c) are shown by the public
records.
Exceptions and Exclusions
3-184
EXHIBIT "0" (Continued)
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
and
AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The foHawing matters are expressly excluded :from the coverage of this policy and the Company win not pay Joss or damage, costs, attorneys'
fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (induding but not limited to building and ZODing Jaws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or
area of the land or any pared of which the land is or was a part; or (iv) environmental protection, or the effect or any vjoJation of
these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect, lien or encumbrance resulting from a violation.or alleged violation affecting the land has been recorded in the public records
at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice ofa
defect, Hen or encumbrance resulting ftom a vioJation or aJleged violation affecting the land has been recorded in the public records
at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the pubHc records at Date of Policy, but not
excluding from coverage any taking which has occurred prior to Date of Policy which would he binding on the rights of a purchaser for
vaJue without knowledge.
3. Defects, Eens, encwnbrances, 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 PoJicy, but known to the insured cJaimant 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 cJaimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in Joss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest
insured by this policy.
4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this poHcy, by reason of the
operation affederal bankruptcy, state insoJvency, or similar creditors' rights laws. that is based on:
(i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or
(ij) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the
preferential transfer results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
The above policy forms may be issued to afford either Standard Coverage or Extended Coverage. In addition to the
above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage Policy will also include the
following General Instructions:
EXCEPTIONS FROM COVERAGE
This policy does not inSlJre against Joss or damage (and the Company wiJJ not pay costs, attorneys' fees or expenses) which arise by reason
of
L Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on
real property or by the public records.
Proceedings by a public agency which may result in tax~ or assessments, or notices of such proceedings, whether or not shown by the
records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the
land or by making inquiry of persons in possession thereof
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines. shortage in area, encroachments, or any other facts which a correct survey would discJose,
and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights,
claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
Exceptions aDd Exclusions
3-185
EXHIBIT "0" (Continued)
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUS10NS FROM COVERAGE
The following matters 8J"e expressly excluded &om the coverage of tbis policY and the Company will not pay 10" oc damage, costs, attorneys'
fees or expenses which arise by reason of:
1. (aJ Any Jaw, ordinance or governmental regulanon (including but not limited to bUilding and zoning laws, ordinances, or cegulanons)
restricting, regulating, prohibiting or relating to (i) the occupancy. use, or enjoyment of the land; (ji) the character, dimensions or
location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in tbe dimensions or
area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of
these Jaws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a
defect, lien or encumbrance resulting from a violation or a1Ieged vioJation affecting the land has been recorded in the public records
at Date ofPoticy.
(b) Any governmental police pOwer not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a
defect, lien or encumbrance resulting tram a violation or alleged violation affecting the land has been recorded in the public records
at Date of Policy.
2. Rigbts of eminent domain unless nonce of the exercise theceof bas been recorded in the public recocds at D,te of Policy, but not
excluding :tram coverage any taking which has occurred prior to Date ofPoJicy which would be binding on tbe rights of a purchaser for
value without knowledge.
3. Defects, liens, encumbrances, adverse cJaims 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 cJahnant and not
disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this
policy;
(c) resulting in no Joss or damage to the insured claimant;
(d) attaching or created subsequent to Date ofPoIicy (except to the extent that this poHcy insures the priority of the lien oftbe insured
mortgage OVer any statutory Hen for services, labor or material or to the extent insurance is afforded herein as to aS~sments for
street improvements under construction or completed at Date ofPoIicy); or
(e) resulting in loss or damage which would Dot have been sustained if the insured claimant had paid value for the insured mOltgage.
4. UnenfDrceability of the lien of tbe insured mortgage because of the inability or failuce of the insuced at Date of Policy, or tbe inability oc
faiJure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is
situated.
5. Invalidity oc unenforceability of the lien of the insured mortgage, or claim theceo~ which arises out of the tnn"ac'ion evidenced by the
insured mortgage and is based upon usury or any consumer credit protection or truth in lending Jaw.
6. Real property taxes oc assessments of any government,1 authority which become a lien on the Land subsequent to Date DfPolicy. Tbis
excJusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26.
7. Any claim of invalidity, unenforceabiJity or lack of priority of the lien of the lnsured Mortgage as to advances or modifications made
after the insured has knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this
policy. This exclusion does not Jimit the coverage provided in Covered Risk 8.
8. Lack of priority of the lien of the insured Mortgage as to each and every advance made after Date of Policy, Wld all interest charged
thereon, over liens, encumbrances and other matters affecting the title, the existence of which are known to the insured at:
(a) The time of the advance; or
(b) The time a modification is made to the terms of the Insured Mortgage wh.ich changes the rate of interest charged, if the rate of
interest is greater as a result of the modification than it would hav~ been before the modification. This excJusion does not limit the
coverage provided in Covered Risk 8.
9. The failure oftbe residential Structure, or any portion tbereofto bave been constructed before, on or after Date of Policy in accordance
with applicable bUilding codes. This excJusion does not appJy to violations of building codes if notice of the violation appears in the
Public Records at Date of Policy_
Exceptions and ExcJusions
3-186
EXHffiIT "0" (Continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refmanced
residential property in California between May 19, 1995 and November I, 2002. If you had more than one
qualifYing transaction, you may be entitled to multiple discounts.
If your previous transaction involved the same property that is the subject of your current transaction, you
do not have to do anything; the Company will provide the discount, provided you are paying for escrow
or title services in this transaction.
If your previous transaction involved property different from the property that is subject of your current
transaction, you must inform the Company of the earlier transaction, provide the address of the property
involved in the previous transaction, and the date or approximate date that the escrow closed to be eligible
for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of this
transaction, the Company has no obligation to conduct an investigation to determine if you qualify for a
discount. If you provide the Company information concerning a prior transaction, the Company is
required to determine if you qualifY for a discount.
Effectivetbrough November J, 2014
Notice
3-187
@
EXHmlT "0" (Continued)
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Department:
Chicago Title Company
Atln: Tom Votel/Ken Cyr
Email: vote1t@ctt.com&ken.cvr(a)ctt.com
Phone: (619) 521-3553 & (619) 521-3555
Fax: (619) 521-3608
Order No.: 930015805-U50
Customer:
Baldwin & Sons
Attn; Cheryl HilI
280 Neweport Center Drive, #240
Newport Beach, Ca. 92660
PRELIMINARY REPORT
Property Address: APNS; 644-310-16,17
Dated as of: SEPTEMBER 29,2009 at 7:30 am
In response to the application for a policy of title insurance referenced herein, Chicago Title Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred
to as an Exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations or Conditions of said Policy fonns.
The printed Exceptions and Exclusion from the coverage and Limitations on Covered Risks of said Policy
or Policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause.
When the Amount of Insurance is less than that se forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title
Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain
coverages are also set forth in Attachment One. Copies of the policy fonns should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the
issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be
assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.
The policy( s) of title insurance to be issued hereunder will be policy( s) of Chicago Title Insurance Company
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with
notice of matters which are not covered under the terms of the title insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects, and encumbrances affecting title to the land.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY
CLT A Preliminary Report Fonn - Modified (11-17-06)
Page 1
3-188
EXIllBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE A
I. The estate or jnterest in the land hereinafter described or referred to covered by tbis report is:
A Fee
2. Title to said estate or jnterest at the date hereof is vested in:
MONTECITO VILLAGE LLC
3. The land referred to in this report js situated in the State of California, County of San Diego and is
described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLTA Preliminary Report Fonn - Modified (11-17-06)
Page 2
3-189
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
LEGAL DESCRIPTION
LOTS 1 AND "A" OF CHULA VISTA TRACT NO. 06-05, OTAY RANCH VILLAGE 2
NEIGHBORHOOD R-14, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 15619, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, SEPTEMBER 20, 2007.
APNS 644-310-16 AND 17
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Form - Modified (11-17-06)
Page 3
3-190
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE B
At the date hereof, items to be considered and exceptions to coverage in addition to the printed
Exceptions and Exclusions in said policy fonn would be as fo1lows:
1. Property taxes, including any assessments co1lected with taxes, for the fiscal year 2009 _ 20 I 0 that
are a lien not yet due.
2. The lien of supplemental taxes, if any, assessed pursuant to the provISIOns of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
3. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
District:
Disclosed By:
Community Facilities District No. 98-1
Tax Report
4. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: City of Chula Vista
Purpose: Community Facilities District No. 97-2
Recorded: August 21. 2001 as Document No. 2001-0594092 of Official Records
Amendment to the Notice of Special Tax Lien (Improvement Area C Armexation No.6) recorded
February 6, 2007 as Document No. 2007-0082820.
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: Chula Vista Elementary School District
Purpose: Community Facilities District No. 17
Recorded: December 8. 2005 as File No. 2005-1056527 of Official Records
6. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union High School District
Community Facilities District No. 17 Improvement Area I
February 1. 2006 as File No. 2006-0074984 of Official Records
7. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
City of Chula Vista
Community Facilities District No. 13M
February 6. 2007 as Document No. 2007-0082821.
8. Water rights, claims or title to water, whether or not shown by the public records.
CLT A Preliminary Report Form - Modified (I 1-17-06)
3~e1491
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE B
(continued)
9. An easement for the purpose shown below and rights incidental thereto as set forth in an
unrecorded Pinal Judgment and Order for Distribution filed May 17, 1981 and entered May 20,
1982
Granted To:
Purpose:
Disclosed by:
United States of America
Road and public utihties
Declaration of Taking recorded AUffilst 6. 1979 recorded Au~st 6.
1979 as Docwnent No. 79-328460 and Amended Declaration of
Taking recorded ADril 23. 1980 as File No. 80-137651 and
Supplemental Declaration of Taking recorded April 24 1982 as File
No. 82-120168. both of Official Records
Lot A as shown on said map
Affects:
10. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
The Pacific Telephone and Telegraph Company
Pubhc utilities, ingress and egress
June 14. 1982 as FileNo. 82-181896 of Official Records
Lot A as shown on said map
II. An agreement, and the terms and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of Chula Vista, County of San Diego and Otay Vista
Associates, a Cahfomia limited partnership
Indemnification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7.1994 as File No. 1994-0084743 of Official Records
Regarding:
Recorded:
12. A docwnent entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City ofChula Vista and Otay Ranch, LP., a
Cahfomia limited partnership, subject to all the terms, provisions and conditions therein contained,
recorded Mav 12. 1997 as File No. 1997-0219970 of Official Records.
13. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P., (Poggie
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, LP., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited hability
company as owner, Centex Homes, a Nevada general partnership, Pill Otay Ranch Associates,
LLC, a Delaware limited liabihty company and the City of Chula Vista, subject to all the terms,
provisions and conditions therein contained, recorded June 28.2000 as File No. 2000-0341829 of
Official Records.
CLTA Preliminary Report Fonn - Modified (11-17-06)
:!.:&f1!2
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE B
(continued)
14. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; assessments, liens and the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion,
sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry,
or source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is pennitted by applicable law).
Recorded:
October 4.2005 as File No. 2005-0856104 of Offici a] Records
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of any mortgage or Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of certain mortgages or deeds of trust made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and restrictions of Montecito at Otay
Ranch recorded June I, 2006 as Document No. 2006-0389164 and re-recorded Julv 11. 2006 as
Document No. 2006-0487654.
Second Amendment to Declaration of Covenants, Conditions and Restrictions of Montecito at Otay
Ranch recorded Aurust 30. 2006 as Document No. 2006-0619008
Supplementary Declaration of Montecito at Otay Ranch recorded June 20. 2007 as Document No.
2007-04]5537
15. A document entitled "Subdivision Improvement Agreement", dated, May 25,2006, executed by
Otay Project, L.P. and City of ChuIa Vista, subject to all the terms, provisions and conditions
therein contained, recorded Mav 26. 2006 as File No. 2006-0375302 of Official Records.
]6. A document entitled "Supplemental Subdivision Improvement Agreement", dated, May 25,
2006, executed by Otay Project, L.P. and City of Chula Vista, subject to all the terms, provisions
and conditions therein contained, recorded Mav 26. 2006 as Fi]e No. 2006-0375301 of Official
Records
17. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on the recorded map shown below.
Map of:
Easement
Purpose:
Affects:
Easement
Pwpose:
Affects:
Easement
Purpose:
Affects:
15350
Landscape buffer and sidewalk
Lot A as shown on said map
Drainage
Lots 1 and A as shown on said map
Private reciprocal access and utility
Lot I as shown on said map
CLT A Preliminary Report Fonn - Modified (11- I 7-06)
3::"169 3
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE B
(continued)
18. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon
on race, color, religion, sex. sexual orientation, familial status, marital status, disability, handicap,
national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except
to the extent that said covenant or restriction is permitted by applicable Jaw) as set forth in the
document
Recorded:
Mav 31. 2006 as Document No. 2006-0386008
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of any mortgage or Deed of Trust made in good faith and for value.
19. An easement for the purpose shown below and rights incidental thereto as reserved in a document.
Purpose:
Recorded:
Mfects:
Private reciprocal access and utility
Mav 31. 2006 as Document No. 2006-0386009 of Official Records
Lot I as shown on said map
Said easement has been conveyed and/or reserved in various other instruments of record
20. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
Otay Project L.P. and Flatrock Land Company, LLC
City of Chula Vista
June 28. 2006 as Document No. 2006-0458125
21. A covenant and agreement upon and subject to the terms and conditions therein
Executed By:
In Favor Of:
Recorded:
Otay Project L.P. and Flatrock Land Company, LLC
City ofChula Vista
June 28. 2006 as Document No. 2006-0458126
22. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
San Diego Gas and Electric Company
Public utilities, ingress and egress
Februarv 28.2007 as Document No. 2007-0137399
As described in said document
23. An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted To:
Purpose:
Recorded:
Affects:
Cox Com, Inc. d/b/a Cox Communications San Diego, a corporation
Underground telecommunications equipment, ingress and egress
Julv 24.2007 as Document No. 2007-0493584
As described in said document
CLTAPreliminary Report Form - Modified (11-17-06)
!!~194
EXHIBIT "0" (Continued)
Order No.: 93001 5805-U50
SCHEDULE B
(continued)
24. A document entitled "Supplemental Subdivisiou Improvement Agreement", dated, September
] 8, 2007, executed by City of ChuJa Vista and Otay Ranch Eighteen, LLC, a Delaware limited
liability company, subject to alJ tbe terms, provisions and conditions tberein contained, recorded
September 20. 2007 as Document No. 2007-0617247
25. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
City of Chula Vista and Otay Ranch Eighteen, LLC, a Delaware limited liability company, subject
to alJ tbe terms, provisions and conditions tberein contained, recorded September 20. 2007 as
Document No. 2007-0617248
26. An easement for the purpose shown below and rights incidental thereto as shown or as offered for
dedication on tbe recorded map shown below.
Map of:
Easement
Purpose:
Mfects:
Easement
Purpose:
Mfects:
15619
Landscape buffer
Lot 1 as shown on said map
Sewer
Lot I as shown on said map
27. An irrevocable offer to dedicate in fee on said Map No. ]5619 for the purposes stated herein.
In Favor of:
For:
Affects:
City of ChuJa Vista
Open space and other public purposes
LatA
28. An easement for the purpose shown below and rights incidental tbereto as set fortb in a document.
Granted To:
Purpose:
Recorded:
Mfects:
San Diego Gas and E]ectric Company
Public utilities, ingress and egress
October 4. 2007 as Document No. 2007-0645588
As described in said document
29. Matters which may be disclosed by an inspection and/or by a correct ALTAlACSM Land Title.
Survey of said land that is satisfactory to this Company, and/or by inquiry of tbe parties in
possession tbereof.
This office must be notified at least 7 business days prior to tbe scheduled closing in order to
arrange for an inspection of the land; upon completion of this inspection you will be notified of the
removal of specific coverage exceptions and/or additional exceptions to coverage.
CLTA Preliminary Report Fonn- Modified (11-17-O6)
3~;8g5
EXHIBIT "0" (Continued)
Order No.: 930015805-U50
SCHEDULE B
(continued)
30. Any rights of parties in possession of said land, based on any unrecorded lease, or leases.
This Company will require a full copy of any unrecorded lease, together with all supplements,
assignments, and amendments forreview.
END OF SCHEDULE B
CLTA Prdiminary Report Fonn ~ Modified (I 1-17-06)
P3~' 96
EXIllBIT "0" (Continued)
Order No.: 930015805-U50
INFORMATIONAL NOTES
Note No.1: The policy of title insurance wjjj include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any service of the Company in connection with its issuance or the breach of a policy provision or
other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2: The policy to be issued may contain an arbitration clause. When the Amount of
Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties.
Note No.3: Your open order request indicates that a Limited Liability Company will be acquiring,
encumbering or conveying real property in your transaction. Under the provisions of "the
Califomia Limited Liability Act, effective September 30, 1994" the following will be required:
1. A copy of the Articles of Organization (and all amendments, if any) that has been filed with
the Secretary of State.
2. The requirement that this Company be provided with a copy of the Operation Agreement.
The copy provided must be certified by the appropriate manager or member that it is a copy
of the current operating agreement.
3. If the Limited Liability Company is member-managed then this Company must be provided
with a current list of the member names.
Note No.4: Property taxes, for the fiscal year 2008 - 2009 are paid. For information purposes the
amounts are:
1" Installment:
2nd Installment:
Exemption:
Code Area:
$157,374.71 Paid
$157,374.71 Paid
$None
01265
Assessors Parcel Number:
644-310-16
Taxes for APN-644-3 I 0-17 are not billable.
MLM.
CLTA Preliminary Report Fonn - Modified (11-17-D6)
P~1f97
EXIllBIT "0" (Continued)
Order No.: 930015805-U50
INFORMATIONAL NOTES
(continued)
ATTACHMENT ONE
PRTVACYSTATEMENT
IMPORTANT INFORMATION:
For those of ou recelVln this re ort b electronic delive the Privac Statement and Exclusions
From Covera e are linked to this re ort. Please review this information b selectin the link. For
those of ou who are receivin a hard co of this re ort a co of this information has been
submitted for vour review.
CLTA Preliminary Report Fonn - Modified (11-17-06)
3~~J98
EXlllBIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
FidelitvNational Financial Group of Companies , Privacv Statement
July I, 2001
We recognize and respect the privacy of today's consumers and the requirements of applicable federal and state privacy laws.
We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to
whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy
Statement provides that explanation.. We reserve the right to change this Privacy Statement from time to time consistent with
applicable privacy laws.
In the course of our business, we may cQllect Personal Information about you from the following sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or from the services being performed by, us, our affiliates or others;
. From OUI Internet web sites;
. From the public records maintained by government entities that we wither obtain directly :tram those entities, or
from OUr affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Infonnation from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business pUIposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. to agents, brokers or representatives to provide you with services you have requested;
. to third-party contractors or service providers who provide services or perform marketing or other functions on our
behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may fmd
of interest.
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise
permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Infonnation.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom
your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the
costs incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one financial product or service, you may receive more that one privacy notice from us. We
apologize for any inconvenience this may cause you.
Privacy Statem~t (10-21-03)
3-199
EXHIBIT "0" (Continued)
ATTACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition 10 the ExcepteDs in Schedule B, you are not insured against J08.!,
costs, attorneys' fees, and expenses resulting from:
1, Governmental police power, and the existence or violation of any Jaw
or government regulatioiL This includes buiJding and zoning
ordinances and also laws and regulations concerning:
land use
improvcmcntsontheJand
land division
enyironmlmtal protection
This exclusion does not apply to violations or the enforcement oflliese
matten which appear in the public records at Policy Date.
This exclusion does 1101 limit the zoning coverage descnl>cd in Items] 2 and
13 of Covered Title Risks.
2.
Thl'o right to take the land by condemning it, unless"
a notice of exercising the right appears in the pubJic records on
tbe Po!icy Date
the taking happened prior to the Policy Date and is binding on
you if you bought the land without knowing of the taking
3.
Title Risks:
thatarec.reated,alJoWed,ora~edtobyyou
that are known to you, but not to us, on the Policy Date _ unless
they appeared in thepubJic records
that result in no loss to you
4.
,
that flISt affect your title after the Policy Date _ this does not limit
the labor and material lien coverage in Ittm 8 of Cove~d Title
Risks
FaiJurl: to pay vaiul: for your tit!l:.
Lack of a right
to any land outside thl: a~a SPl:CificaJly dl:scn'bed aod rl:fened to
in Item 3 ofSchl:dull:A
OR
in strl:ets, alleys, Dr waterways that touch your land
This exclusion does not limit the access COVerage in Item 5 of Covered Title
Risks.
In addition to the Exclusions you are not insured against loss, cost:;, attorneys' fees, and the expenses resulting ftom:
J. Any right, intefl:Sts, or claims of parties in possession of the land Dot 3. Any fal;:ts about the land which a correct survey would disclose and
shown by the public records. which are not shown by the public records. This does not limit the
2. Any easements or liens not shown by the public records This does not forced removal coverage in Item 12 of Covered Title Risks.
limit the lien coverage in Item 8 of Covered Title Risks. 4. Any water rights or claims or title to water in or under the land,
whether or not shown by the public records.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY _ 1990
EXCLUSIONS FROM COVERAGE
The folJowing matters are expressly excluded from the coverage of this
policy and the Company wilI not pay loss or damage, costs, attorneYs' fel:$
or eXpenses which arise by rellSon of:
]. (a) Any Jaw, ordinance or governmental regulation (including but not
limited: to building or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating (i) the OCcupancy,
use, or enjoyment of the land; (ii) the character, dimensions or
iocation of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the dimensions
or arl:a of the land or any parcel of which the land is or was a
part; or (iv) environmental pro~tion, or the effect of any
violation of these laws, ordinances or governmentaJ regulations,
except to the extent that a notice of the enforcement thereof or a
notice of a defect, lien, or encumbrance resulting ncm a violation
or alJeged violation affecting the land has been recorded in the
public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above,
except to the extent that a notice of the exercise thereQf or notice::
of a defect, lien or encumbrance resulting from a violation Dr
alieged violation affecting the land has been recorded in the
public records at Date of Policy.
2_ Rights of eminent domain unless notice of the exercise therecf has
been recorded in the public records at Date of Policy, but not
excluding nom coverage any taking which has occurred prior to Date
of Policy which would be binding on t}le rights of a purchaser for
vaiue without knowledge.
3. Defects, liens, encumbrances, advl:tSe claims or other mattl:TS";
4.
(3) whether or not recorded in the public records at Date of Policy,
but created, suffered, assumed or agreed to by the insured
claimant;
(b) not known to the Company, not recorded in the public records at
Date of Policy, but known to the insured claimant and not
disclosed: in writing to the Company by the insured claimant prior
to the dale the insured claimant bl:came an insured under this
policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which wou!d not have been sustained
if the insured claimant had paid value for the:: insured mortgage or
for the t$tatt or interest insured by this policy.
Unenforceability of the jll:n of the insured mortgage because of the
inability or failure of the insured at Date of Policy, or the inability or
failure of any subsequent owner of tbe indebtedness, to comply with
the applicable doing business laws of the state in which the land is
situated.
Invalidity or unenforceability of the lien of tile insured mortgage, or
claim thereof. which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit
protection or IIuth in lending Jaw.
Any claim, which arises out of the transaction vesting in the insured
the estate of interest insured by this policy or the transaction creating
the interest of the insured lender, by reason of the operation offcderal
bankruptcy, state insolvency OJ" simiJar creditors' rights Jaws.
,.
6.
SCHEDULE B, PART!
EXCEPTIONS FROM COVERAGE
This policy does not insure agairu;t Joss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by thl: 3. Easements, liens or encumbrances, or claims thereof which are not
records of any taxing authority that levies taxes or assessmelJts on real shown by the public records.
property or by the ~ubJic records. Proceedings by a ~ub!ic agency 4. Discrepancies, conflicts in boundary lines, mortage in area,
whIch ~ay result in taxes or assessments, or notices of such encroachments, or any other facts which a conect survey would
proceedm~, whether or not shown by the records of such agency or disclose, and which are not shown by the public records.
by the publJC records.
.. .. 5. (a) Unpatented mining claims; (b) reservations or exceptions in
2. A,y too.. ngh., ''''''''". " ,1m, .h"h '" n~t ,h'.n by th, '''''''' " ;n A,. "th,ri,;ng th, ;""'",, th.",,; C,) .,'" cigh..
f'~" ""'~ b't ;h"h "'Jdb b, """'inod by" "",..ti" "the ,1.;m,,, titl,,, ."'oc, .bothoc" on, th, m."", '"'"to<! ,"docC.).
an orwhlc may e asserted y persons 111 possession thereof (b) or (c) are shown by the public rel;:ords.
Attachment One (11-] 7-06)
~::~oo
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH AL TA ENDORSEMENT_FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The fallowing matters arc expressly excluded &om the covcrngc afthis
poJky and the: Company will not pay loss or damage, costs, attorneys' fces
or expenses which arise by reason of
1. (a) Any Jaw, ordinance or governmen.tal regulation (including but not
limited to building and zoning laws, ordinances, or regulations)
restricting, reguJating, prohibiting or relating to (i) the OCcupancy,
US~ or enjoyment of tbe land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a changt in the dimensions
or area of the land or any parcel of which tbe land is or was a
part; aT (iv) envirol1mcntal protection, or the effect of any
violation of these laws, ordinances or govemmentaJ regulations,
except to the extent that a notice of the enforcement thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or alleged violation affecting the !and has been rc::orded in the
public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above,
c.xcept to the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or alleged violation affecting the land has been recorded in the
public records at Date ofPoJicy.
2. Rights of eminent domain unless notice of the exercise thereof has
been recorded in the public records at Date of Policy, but not
excluding from Coverage any taking which has occurred prior to Date
of Policy which would be binding on the right:; of a purchaser for
value without knowledge,
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed ora~ed 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 tile Company by the insured claimant prior
to the date the insured claimant became an insured under this
policy;
(c) resuJting in no Joss or damage to the insured daimant;-
(d) attaching or created subsequent to Date of Policy (except W tbe
I':xtent that this policy insures the priority of the lien of the insured
mortgage ove:r any statutory lien for services, labor or matl':rial or
to the extent insurance is afforde:d he:rein as to aSSl':ssme:nts for
street improvements under i:onsYruction or completed at Date of
Policy); or
(e) resulting in loss or damage which would not have bl':en sustained
if the insured claimant had paid vaJue for the insured mortgage.
4. UnenforceabiJity of thl': lien of the insured mortgage bl':cause of the
inability or failure of the insured at Date of PoJicy, or the inability or
failure of any subsequent owner of the indebtedness, to comply with
app!icabJI': doing business !aws of the state in which the land is
situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or
cJaim thereof; which arises out of the transaction evidl':oced by the
insured mortgage and is based upon usury or any conSUml':r credit
protl':ction or truth in lending law.
6. Any statutory lien for services, labor or materials (or the claim of
priority of any statutory lien for services, labor or materials over the
Iil':n of the insured mortgage) arising from an improvement or work
related to the Jand which is contracted for and commenced subsequent
to Date of Policy and is not financed in whole or in part by proceeds
of the indebtedness secured by the insured mortgagl': which at Date of
Policy the insured has advanced or is obligated to advance.
7. Any claim, which arises out of the transaction creating thl': interest of
the mortgagee insured by this policy, by reason of the operation of
federal bankruptcy, state insolvency, or similar creditors' rights laws,
that is based on:
(i) the transaction creating the interest of the insured mortgagl':e
being deemed a fraudulent conveyance or fraudulent transfer; or
(ii) the subordination of the interest ofthl': insured mortgageI': as a
result of the application of the doctrine or equitable
subordination; or
(iii)the transaction creating the interest of the insured mortpgee
being deemed a preferential transfer excl':pl where the preferentiaJ
transfer results &om the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart uotice to a purchasl':I for value
or a judgment or lien creditor.
The abovl': policy form may be issued to afford either Standard Coverage: or Extended Coveragl':. In addition to the above Exclusions from Coverage, the Exceptions
ITeln Coveragl': in a. Standard Covl':rage policy wi11 also incJude the foIJowing Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
lllis pOlicy docs not insure against loss or damage (and the Company wi!! not pay costs, attorneys' fees or expenses) which arise by reason of
L Taxes or assessments which are not shown as c.xisting liens by the 3. Easements, liens or encumbrances, or cJaims. thereof, w!1ich atl': not
records of any taxing authority that levies taxes or assessments on real shawn by thl': public records.
property or by the pubJic records. Proceedings by a public agency 4. Discrepancies, cOnflicts in boundary Jines, shortage in area,
which may result in taxes or asseSSments, or notices of such encroaclunents, or any other facts which a correct survey would
procl':Cdings, whether or not shown by the records of such agency or disclose, and which are not shown by the public records.
by the public records.
5. (a) Unpatented mining claims; (b) reservations or exel':ptions in
2. Any facts, rights, interests or claims which are not shown by the patents or in Acts authorizing the issuance thereof; (c) water rights,
public records but which could be ascertained by an inspection of the claims or title to water, whether or not the matters excepted under (a),
land or which may be asserted by persons in possession thereof (b) or (e) are shown by the public records.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly I':xcIuded from the coverage oftms
policy, and the Company wiU not pay Joss or damage, costs, attomeys' fl':es,
or expenses that arise by reason of:
1. (a) Any law, ordinance, pl':nnit, or governmental regulation
(including those relating to building and zoning) restricting,
re:guJating, prohibiting, or relating to
0) the occupancy, use, or enjoyment oflhe Land;
(ii) thl': character, dimensions, or !ocation of any improvement
erected on thl': Land;
(iii) tbe subdivision ofland; or
(iv) environmentaJ prot~tjon;
or the effect of any violation of these laws, ordinances, or
governmental regulations. This Exclusion I (a) does not modify
or limit the coverage provided under Covered Risk 5
Attachment Onc(J 1-17-06)
3~'2b1
2.
(b) Any governmental police power. This Exclusion l(b) does not
modify or limit the coverage provided under Covered Risk 6.
Rights of eminent domain. This Exclusion docs not modify or limit
the coverage provided under Covere:d Risk 7 or 8.
Defects, liens, encumbrances, adverse claims, or other matters
(a) crl':ated, suffered, assumed, or agrel':d to by tile 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 CJaimant 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, tbis
does not modify or jjmit the coverage provided under Covered
Risk 11, B,or 14); or
J.
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
4.
(e) resulting in Joss or damage that would not have been sustaim:d if
the In,sured Claimant had paid value fOT the Insured Mortgage.
UncnforceabiIity of the licn of tbe Insured Mortgage because of the
inability or failure of an Insured to comply with applicable doing.
business Jaws of the state where tbe Land is situated.
Invalidity or uncnforccability in whoJe or in part of t.he lien of the
Insured Mortgage tharariscs out of the transaction evidenced by the
Insurt::d Mortgage and is based upon usury or any consumer credit
protection or truth.jn*!cnding law.
5.
6
Any claim, by reason of the opcntion of federaJ bankruptcy, state
insolvency, or similar creditors' rights laws, that the transaction
creating the lien of the InsurcdMortgagc, is
(a) a fraudulent conveyance or fraudulent transfer, or
(b) a preferential transfer for any reason not stated in Covered Risk
J3(b) ofthis poJicy.
Any IiCll on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Date of
Policy and the date ofrecordjng of the Insured Mortgage in the Public
Record5. This Exciusion docs not modify or limit thc COYCr.1ge
provided under Covered Risk I I (b).
7
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions fi-orn Coverage, the Exceptions
mm Coverage in a Standard Coverage pohcy will also include the following &:ceptions tram Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the CompanywiIJ not pay costs, attorneys' fees or expenses) that arise by reason of:
1. (a) Taxes or assessments that are not shown as existing liens by thc 3. Easements, liens or encumbrances, or claims thereof, not shown by
r~ords of any taxing authority that levies ta::;es or aSsessments on the Pubbc Rcccrds.
rea! property or by the Public Records;
(b) Proceedings by a public agency that may result in taJ;es or
assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the Public Records.
Any facts, rights, interests, or claims that are not shown by the Public
Records but tbat couid be ascertained by an inspection of the Land or
that may be asserted by persons in possession of the Land.
2
4.
Any encroachment, encumbrance, violation, variation, or adverse
circwnstance affecting the Title that would be di~losed by an
accurate and ccmplete land survey of the Land and not shown by the
Public Records.
5.
(a) Unpatcnted mining claims; (b) reservations Dr exceptions in
patents or in Acts autllorWng the issuance thereof; (c) water rights,
claims or title to water, whether or not the matters excepted under (a),
(b), or (c) are shown by the Public Records.
AMERlCAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this
policy and the Company will not pay Joss or damage, costs, attorneys' fees
or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not
Iilnited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relatjng to (i) the occupancy,
use, or cJ!joyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the dimensions
or area of the land or any parcel of which the land is or was a
part; or (iv) environmentaJ protection, or tbe effect of any
violation of these laws, ordinances or governmental reguJations,
eJecept to the e}[tent tbat a notice of the enforcement thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or allcged violation affecting the land has bcen recorded in the
publjcrccords at Date of Policy.
(b) Any governmental police pOwer not eJecJuded by (a) above,
except 10 the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbr.mce fCSulting from a violation
or alleged violation affecting the land has been recorded in the
public records at Date ofPoJicy.
2. Rights of eminent domain unless notice of the exercise thereof has
been recorded in the public records at Date of PoJicy, but not
excluding from coverage any taking which has occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
3. Defects, liens, encumbrani:cs, adverse claims or other matters:
(a) created, suffered, assumed or agreed te by the insured claimant;
(b) not known to the Company, not recorded in the publii: 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 ill no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date ofP01icy; or
(e) resulting in loss or damage which would not have been sustained
if the insured claimant had paid value for the estate or interest
insured by this policy.
4. Any ciaim, which arises out of the transaction vesting in the insured
the estate or intefCSt insured by this policy, by reason of tJ)e operation
of federaJ bankrupti:Y, state insolvcncy, or similar creditors' rights
laws, that is based on:
(I) tbetransaction creating the estate or jnterest insured by this poticy
being deemed a fuJuduJent conveyance or frauduJent transfer; or
(ii) the transaction ~ating the estate or inlerest insured by this policy
being deemed a preferential transfer except where the preferential
transfer results ftom thefailurc:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a pun:haser for value
or a jUdgment or Jien creditor.
The above policy fonn may be issu~ to afford eithcr Standard Coverage or Extended Coverage. In addition to the above Exclusions nom Coverage, the Exceptions
from Coverage in a Standard Coverage Policy will also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company wiJJ not pay costs, attorneys' fees or eJepenses) wbich arise by reason of.
I. Taxes or assessments whicb are not shown as C}[isting liens by the 3. Easements, liens or encumbrances, or claims thereof, which are not
records of any taxing authority that levies taxes or assessments on real shown by the public records.
pro?erty or by the ~ub!ic records. Proceedings by a ~ublic agency 4. Discrl"Tlancies, conflicts in bounda"" Jines, shorta e in area
which may result 1D taxes or assessments, or notices of such -rhm .. th ,.. .'J. h t g Jd'
. encroac en..." or any 0 er ac.., w lIC a correc survey wou
procecdmgs, whether or not shown by the records of such agency or disclose, and whicb are not shown by the public records.
by the public records.
. .. 5. (a) Unpatented mining claims; (b) reservations Dr exc.eptions in
2. Any. facts, rights, mt~rests or claIms w~Jch are n~t sho~n by the patCllts or in Acts authorizing the issuance the~f; (c) water rights,
public re~rds but whIch couJd be ascerta~ned by an inspection of the claims or title to water, whether or not the matters excepted under (a),
land or whJch may be asserted by persons IDpossesslon thereof. (b) or (c) are shown by the public records.
Attachment One (11-17-06)
P~:2202
EXIllBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
2006 ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded trorn the coverage oftms
pOlicy, and the Company will not pay Joss or damage, costs, attorneys' fees.
or eXpenses that arise by reason of:
]. (8) Any law, ordinance, permit, or gove:mmcntal regulation
(including those rcJating 10 bljilding and zoning) restricting,
regulating, prohibiting, or relating to
(i) the OCCupancy, use, or enjoyment of the Land;
(i1) the character, dimensions. or location of any improvement
erected on the Land;
(iii) the subdivision of land; or
(iv) environmcntaJprot!:Ction;
or the effect of any vio]ation of these laws, ordinances, or
governmental regulations. This Exclusion I(a) does not mOdifY or
limit the coverage provided under Covered Risk 5.
(b) Any governme-ntal police power. This Exclusion l(b) docs not
modify or limit the cov~ge provided under Covered Risk 6,
2. Rights of eminenl domain. This Exclusion does not modify or limit
the coverage provided under Covered Risk 7 or B.
3. Defects, liens, encumbrances, adverse cJaims, or other matters
(a) created, suffered, assumed, or agreed to by the fnsured Claimant;
4.
(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 lnsurl:d Claimant
prior to the date the Insured Claimant became an Insured under
this policy;
(c) resultiog in no Joss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however, this
does not modify or limit the coverage provided under Covered
Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if
the Insured Clairnilnt hild paid vaJue for the Title.
Any cJaim, by reason of the operation of federal bankruptcy, state
insolvency, or similar creditors' rights laws, that the !lGnsaction
vesting the Title as shown in Schedule A, is
(a) a ftauduJent conveyance or fraudulent transfer, or
(b) II preferential transfer for any reason not stated in Covered Risk 9
of this policy.
Any lien on the Title for real estate taxes or assessments imposed by
govenunental authority and created or attaching betw~n Date of
Policy and the date of recording of the deed or other instrument of
transfer in the Public Records that V!:sts Title as shown in Schedule A.
5.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions 1T0m Coverage, the ExC(:ptions
from CovelGge in a Standard Coverage policy wiIJ also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against Joss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of;
I. (a) Taxes or assessments that are not shown as existing jiens by the 3. Easements, liens or encumbrances, or claims thereof, not shown by
records of any taxing authority that levies taxes or assessments on real tbe Public Records.
property or by the Public Records; (b) proceedings by a public agency
that may result in taxes or asseuments, or notices of such
proceedings, whether or not shown by the records of such. agency or
by the Public Records.
2
Any facts, rights, interests, or claims that are not shown in the Public
Records but that could be ascertained by an inspection of the Land or
that may be asserted by persons in possession of the Land.
4.
Any encroachment, encumbrance, violation, variation, or adverse
circ1.unstance affecting the Title that would be disclosed by an
accurate and compJete land s~y of the Land and that are not shown
by the Public Records.
(a) Unpatented mining daims; (b) reservations or exceptions in
patents or in Acts authorizing tbe issuance therClJf; (c) water rights,
claims or title to water, whether or not Ihe matters excepted under (a),
(b), or (c) arc sbown by the Public Records.
5.
CLT A HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
EXCLUSIONS
In addition to the Exceptions ill Schedule B, You are not insured against Joss, costs, attorneys' fees, and expeoses resulting from:
]. Governmental police power, and the existence or violation of any law a. a noace of exercising the right appears in the Public Records at
or government regulation. This includes ordinances, laws and the Policy Date; or
regulations concerning; b. the taking happened before the Policy Dat= and is bioding on You
a. buiJding if You bought the Land without Knowing oftbe taking.
b. zoning 4. Risks:
Land use a. that are created, aJiowed, or agreed to by You, whether or not
d. improvements on the Land they appc<lr in the Public Records;
e. Land division b. that are Known to You at the Policy Date, but not to Us, unless
th~y appear in the Publk Records at tlIe Policy Date;
c. that result in no loss 10 You; or
d. that first occur after the Policy Date - this does not limit the
Coverage described in Covered Rjsk7, 8.d,22,23,24or25
Failure to pay value for Your TitJe.
f environmental protection
This Exclusion does not apply to violations or the enforC(:ment oftbese
matters if nolice of the violation or enforcement appears in the Public
Records at the Policy Da!e.
TIlis Exclusion does not limit tbe coverage described in Covered Risk 14,
]5,]6,170r24.
2. The failure of Your existing structures, or any par! of them, to be
constructed in accordance with applicable buiJding codes. This
Exclusion docs not apply to violations of building codes if notice of
the violation appears in the Public Records at the Policy Date.
The right to take the Land by condemning it, unless:
3.
Attachment One (1 I~I 7-06)
SW'2'O 3
5.
6.
Lack of a right
a. to al1Y Land outside the area specifically described and referred to
in paragraph 3 of Schedule A; and
b. in streets, l11!eys, or waterways that tollch the Land.
This Exclusion doC$ not limit the coverage described in Covered Risk 1 J or
18.
EXIllBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
LIMITATIONS ON COVERED RISKS
Your iusurance for the following Cav~d Risks is limited on the Owner's Coverage Statement as follows:
For Covered Risk 14. 15, 16 and 18, Your Dedur:tibJe Amount and Our Maximum DoJlaT Limit of Liability shown in Schedule A.
The deductible amounts and maximum dollar limits sbown on Schedule A are as follows:
Our Maximum Dollar
LimitofJ-iabilitv
Covered Risk 14:
Your DeductibJI! Amount
l.QQ%ofPolicyAmountor $2...iQQ..QQ
(whichev~is1ess)
$ illQQQQQ
Covered Risk IS:
LQQ% of Policy Amount or $1.Qf&QQ
(whichever is less)
$25000.00
CovtredRisk 16:
LQQ%ofPolicyAmountor S~
(whichever is less)
$~
Covcred Risk 18:
LQQ% afPolicy Amount or S UQQ.QQ
(whichever is less)
$5000_00
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01)
EXCLUSIONS FROM COVERAGE
The following matters an: e"prcssly excluded from tbe COverage of this
policy and tile Company will not pay loss or damage, costs, attorneys fees or
expenses which arise by reason of;
(a) Any law, ordinance or governmental regulation (including but not
limited to building and zoning laws, ordinances, or regulations)
restricting. regulating. proJ}ibiting or rcJating to (i) the occupancy,
use, or enjoyment of the Land; Oi) the character, dimensions or
location of any improvement now or hereafter erected on the
Land; (iii) a separation in ownership or a change in the
dimensions or areas of the Land or any parcel of which the Land
is or was a part; or (iv) environmental protection, or the effect of
any violation of these laws, ordinances or governmental
regulations, except to the extent that s notice of the enforcement
thereof or a notice of a defect, lien or encumbrance resulting from
a violation or alJeged violation affecting the Land has been
recorded in the Public Records at Date of Policy. This exclusion
does not limit the coverage provided under Covered Risks J 2, 13,
14, and 16 of this policy.
(b) Any governmental police pOW8/" not excluded by (a) above,
except to the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or alleged violation affecting the Land has been recorded in the
Public Records at Date of Policy. This exclusion docs not limit
the coverage provided under Covered Risks ]2, 13, 14, and 16 of
thispoJicy.
2. Rights of eminent d01nain un1ess notice of the exerdse thereof has
be~n rccord~d in the Public Records at Date of Policy, but Dot
ellcluding trom coverage ilny taking which has occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without Knowledge.
3. Defects, liens, e1)cumbran~, 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
thispoJicy;
(c) resulting In no loss or damage to the Insured Claimant;
Attaclunent One (11-17-06)
(d) attaching or created subsequent to Date of Policy (this paragraph
does not limit the coverage provided under Covered Risks 8, 16,
J8,19,20,21,22,23,24,2Sand26);or
(e) resulting in loss or damage which would not have been sustained
if the Insured Claimant h<ld paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the
inability or fililure of the Insured at Date ofPoJicy, or the inability or
failure of any subsequent owner of the indebtedness, to comply with
applicable doing business laws of the state in which tbe Land is
situated.
5. InvaJidity or unenforceabiJity of the lien of the Insured Mortgage, or
claim thereof, which arises out of the transaction evidenced by the
Insured Mortgage and is based upon usury, except as provided in
Covered Risk 27, or any consumer credit protection or truth in lending
Jaw_
6. Real property taxes or assessments of any governmental authority
which become a licn on the Land subsequent to Date of Policy. This
exclusion does not limit the coverage provided under Covered Risks
7,8(e)and26.
7. Any claim of invalidity, unenforceability or lack of priority of/he lien
of the Insured Mortgage as to advances or modifications made after
the Insured J13S Knowledge that the vestee shown in ScheduJe A is no
longer the owner of the estate or interest covered by this policy. This
exclusion does not limit the coverage provided in Covered Risk 8.
8. Lack of priority of the lien of the Insured Mortgage as to eacli and
every advance made after Date of Policy, and aJJ interest charged
thereon, over liens, encumbrances and other matters affecting the title,
the existence of which arc Known to the Insured at:
(a) The time of the advance; nr
(b) The time a modification is made to the terms of the Insured
Mortgage which changes the rate of interest charged, if the rate of
Interest is greater as a result of the modification than it would
have been before the modification. This exclusion does not limit
the covenlge provided in Covered Risk 8.
9. The failure oflbe residential structure, or any portion thereof to have
been constructed before, on or after Dat~ ofPoJicy in accordilnce with
appJicable building cod~. This exclusion does not apply to violations
of building codes if notice of the violation appears in the Public
Records at Date of Policy.
P!'.l204
EXHIBIT "0" (Continued)
(continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refInanced
residential property in California between May 19, 1995 and November 1, 2002. If you had more than one
qualifYing transaction, you may be entitled to multiple discounts.
If your previous transaction involved the same property that is the subject of your current transaction, you
do not have to do anything; the Company will provide the discount, provided you are paying for escrow
or title services in this transaction.
If your previous transaction involved property different from the property that is subject of your current
transaction, you must - prior to the close of the current transaction - inform the Company of the earlier
transaction, provide the address of the property involved in the previous transaction, and the date or
approximate date that the escrow closed to be eligible for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of this
transaction, the Company has no obligation to conduct an investigation to determine if you qualifY for a
discount. If you provide the Company information concerning a prior transaction, the Company is
required to determine if you qualifY for a discount which is subject to other terms and conditions.
Attachment One (11-17-06)
~205
@
EXHffiIT "0" (Continued)
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Denartment:
Chicago Title Company
Attn: Tom VotellKen Cyr
Email: voteIt@ctt.com&ken.cvr@ctt.com
Phone: (619) 521-3553 & (619) 521-3555
Fax: (619) 521-3608
Order No.: 930015806-U50
Customer:
Baldwin & Sons LLC
Attn: Cheryl HilJ
280 Newport Center Drive, #240
Newport Beach, Ca. 92660
Ref: R-6
PRELIMINARY REPORT
Property Address: APN: 644-311-10
Dated as of: SEPTEMBER 29,2009 at 7:30 am
In response to the application for a policy of title insurance referenced herein, Chicago Title Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred
to as an Exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions
and Stipulations or Conditions of said Policy forms.
The printed Exceptions and Exclusion from the coverage and Limitations on Covered Risks of said Policy
or Policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause.
When the Amount of Insurance is less than that se forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title
Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain
coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the
issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be
assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.
The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with
notice of matters which are not covered under the terms of the title insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects, and encumbrances affecting title to the land.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY
CLTA Preliminary Report Fonn. Modified (I 1-17.06)
N06
EXHIBIT "0" (Continued)
Order No.: 930015806-U50
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee as to Parcel(s) I
An Easement more fully described below as to Parcel(s) 2
2. Title to said estate or interest at the date hereof is vested in:
Otay Ranch II Sun 6/8, LLC a Delaware limited liability company
3. The land referred to in this report is situated in the State of California, County of San Diego and is
described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLTAPrcliminaIy Report Fonn - Modified (11-17-06)
~207
EXHIBIT "0" (Continued)
Order No.: 930015806-U50
LEGAL DESCRIPTION
PARCEL I:
LOT 22 OF CHULA VISTA TRACT NO. 06-05, OTA Y RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. ] 5350. FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006.
PARCEL 2:
A NON-EXCLUSIVE EASEMENT FOR PRIVATE RECIPROCAL ACCESS AND UTILITY, OVER,
UNDER, ALONG, THROUGH AND ACROSS THAT PORTION OF LOT 16 OF CHULA VISTA
TRACT NO. 06-05, OTA Y RANCH VILLAGE 2 AND PORTIONS OF VILLAGE 4 "A" MAP, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. ]5350, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, MAY 26, 2006, DESIGNATED AND DELINEATED ON
SAID MAP AS "FUTURE PRIVATE RECIPROCAL ACCESS AND UTILITY EASEMENT TO BE
CONVEYED TO SUBSEQUENT OWNERS PURSUANT TO SECTION 18.20.150 OF THE CHULA
VISTA MUNICIPAL CODE".
SAID EASEMENT IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR THE BENEFIT
OF ALL OR ANY PORTION OF SAID LOT 22 DESCRIBED ABOVE.
APN: 644-311-10
END OF LEGAL DESCRIPTION
CLT A Preliminary Report Form + Modified (11-17-06)
3'~ro 8
EXHIBIT "0" (Continued)
Order No.: 9300]5806-U50
SCHEDULE B
At the date hereof, items to be considered and exceptions to coverage ill addition to the printed
Exceptions and Exclusions in said policy fonn would be as follows:
1. Property taxes, including any assessments collected with taxes, for the fiscal year 2009 _ 2010 that
are a lien not yet due.
2. Property taxes, including any personal property taxes and any assessments collected with taxes, for
the fiscal year 2008 - 2009
I" Installment:
2nd Installment:
Penalty and Cost:
Homeowners Exemption:
Code Area:
Assessors Parcel Number:
$16,012.43 (Paid)
$16,012.43
$1,611.24 (Due after April 10)
$none
01265
644-311-]0
3. Said property has been declared tax-defaulted for non-payment of delinquent taxes for fiscal year
2008 - 2009 (and subsequent years, if any)
Amount To Redeem:
If Paid By:
Amount To Redeem:
If Paid By:
$18,599.39
October 2009
$]8,839.57
November 2009
4. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code ofthe State of California
5. A Notice of Special Tax Lien pursuant to Sections 3] 14.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
District:
Disclosed By:
Community Facilities District No. 98-1 Open Space Maintenance
District
Tax Report
6. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 ofthe Government Code imposing a continuing lien not yet due and payable
Executed by: City of ChuIa Vista
Purpose: Community Facilities District No. 97-2 (preserve Maintenance
District)
Recorded: August 21, 2001 as File No. 2001 -0594092 of Official Records
Amendment to Notice of Special Tax Lien recorded February 6,2007 as Document No. 2007-
0082820
CLTA Preliminary Report Form ~ Modified (11-17-06)
:J'!!:'2'09
EXHIBIT "0" (Continued)
Order No.: 930015806-U50
SCHEDULE B
(continued)
7. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by: Chula Vista Elementary School District
Purpose: Community Facilities District No. 17
Recorded: December 8,2005 as File No. 2005-1056527 of Official Records
Amendment to Notice of Special Tax Lien (Annexation No.1 to CFD No. 17) recorded
October 5, 2006 as Document No. 2006-0710930
8. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Higbway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by
Purpose:
Recorded:
Sweetwater Union Higb School District
Community PacHities District No. 17 Improvement Area 1
February 1, 2006 as File No. 2006-0074984 of Official Records
Amendment to Notice of Special Tax Lien (Annexation No. I to CFD No. 17 I/A-l) recorded
August 29,2006 as Document No. 2006-0616136
9. A Notice Of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
City of Chula Vista
Community Facilities District No. 13M
February 6, 2007 as Document No. 2007-0082821
10. Water rigbts, claims or title to water, whether or not shown by the public records.
11. An agreement, and the terms and conditions as contained therein
Dated:
By and Between:
October 28, 1993
The City of Chula Vista, a chartered municipal corporation, the
County of San Diego, a political subdivision and Otay Vista
Associates, a California limited partnership
Indemnification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
February 7, 1994 as FHe No. 1994-0084743
Regarding:
Recorded:
12. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City of Chula Vista and Otay Ranch, L.P., a
California limited partnership, subject to all the terms, provisions and conditions therein contained,
recorded May 12,1997 as File No. 1997-0219970
CLTA Preliminary Report Fonn - Modified (11-17-06)
3'.og251 0
EXHIBIT "0" (Continued)
Order No.: 930015806-U50
SCHEDULE B
(continued)
13. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P. (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, PID Otay Ranch Associates
LLC, a Delaware limited liability company, subject to ail the terms, provisions and conditions
therein contained, recorded June 28,2000 as File No. 2000-0341829
14. The matters set forth in the document shown below which, among other things, contains or
provides for: certain easements; assessments, liens and the subordination thereof; provisions
relating to partition; restrictions on severability of component parts; and covenants, conditions and
restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion,
sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry,
or Source of income, as set forth in applicable state or federal laws, except to the extent that said
covenant or restriction is permitted by applicable law).
Recorded:
October 4, 2005 as File No. 2005-0856104
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, Source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shaH not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shaH not defeat the lien
of any mortgage or Deed of Trust made in good faith and for value.
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of a first mortgage or first Deed of Trust made in good faith and for value.
First Amendment to Declaration of Covenants, Conditions and Restrictions of Montecilo at Otay
Ranch recorded June I, 2006 as Document No. 2006-0389164 and re-recorded July II, 2006 as
Document No. 2006-0487654.
Second Amendment to Declaration of Covenants, Conditions and Restrictions of Montecito at Otay
Ranch recorded August 30, 2006 as Document No. 2006-0619008
Supplementary Declaration of Montecito at Otay Ranch recorded June 20, 2007 as Document No.
2007-0415537
15. A document entitled "Subdivision Improvement Agreement", dated, May 25,2006, executed by
Otay Project L.P. and City ofChula Vista, subject to all the terms, provisions and conditions therein
contained, recorded May 26, 2006 as File No. 2006-0375302
16. A document entitled "Supplemental Subdivision Improvement Agreemenf', dated, May 25,
2006, executed by Otay Project L.P. and City of Chula Vista, subject to all the terms, provisions
and conditions therein contained, recorded May 26,2006 as File No 2006-0375301
CLT A Prl:':iiminary Report Fonn - Modified (I 1-17-06)
:f~'i 1
EXHIBIT "0" (Continued)
Order No.: 930015806-U50
SCHEDULE B
(continued)
17. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or
restriction is controlled or permitted by any applicable federal or state law, any covenants or
restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital
status, disability, medical condition, national origin, source of income, or ancestry" as set forth in
the document
Recorded:
June 15,2006 as Document No. 2006-0426867
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide Ibat a violation thereof shall not defeat Ibe lien
of a frrst mortgage or frrst Deed of Trust made in good faith and for value.
18. An easement for the purpose shown below and rights incidental Ibereto as reserved in a document.
Purpose:
Recorded:
Affects:
Private reciprocal access and utility
June 15, 2006 as Document No. 2006-0426868
As more fully described in said documents
Said easement has been granted and reserved in various deeds of record.
NOTE: Said easements will terminate and be of no further force and effect upon recordation
of the subdivision map.
19. A document entitled "School Facilities Funding and Mitigation Agreement", dated, January 23,
2006, executed by Sweetwater Union High School District, Otay Project L.P., a California limited
partnership, Otay Ranch VII JC, LLC, a Delaware limited liability company, Otay Ranch Twelve,
LLC, a Delaware limited liability company, Otay Ranch VII-I, LLC, a Delaware limited liability
company and Otay Ranch R-2B, LLC, a Delaware limited liability company, subject to all Ibe
terms, provisions and conditions Iberein contained, recorded June 19, 2006 as Document No. 2006-
0433349.
20. A document entitled "Resolution No. 2006-156", dated, June 9, 2006, executed by Otay Project
L.P., subject to all Ibe terms, provisions and conditions Iberein contained, recorded June 28, 2006
as Document No. 2006-0458125.
21. A document entitled "Resolution No. 2006-157", dated, June 9, 2006, executed by Otay Project
L.P., subject to all Ibe terms, provisions and conditions therein contained, recorded June 28, 2006
as Document No. 2006-0458126.
CLTA Prelirninary Report Fonn - Modified (11-17-06)
3~12
EXHffiIT "0" (Continued)
Order No.: 930015806-USO
SCHEDULE B
(continued)
22. A document entitled "Resolution No. 2006-133", dated, May 9, 2006, executed by James Baldwin
and Championship Off Road Racing (CaRR), subject to all the terms, provisions and conditions
therein contained, recorded July 7, 2006 as Document No. 2006-0479843.
23. A document entitled ''Resolution No. 2005-279", dated, August 25, 2005, executed by JPB
Development and Championship Off Road Racing (CaRR), subject to all the terms, provisions and
conditions therein contained, recorded July 19,2006 as Document No. 2006-0507414.
24. Matters which may be disclosed by an inspection and/or by a correct ALTAlACSM Land Title
Survey of said land that is satisfactory to this Company, and/or by inquiry of the parties in
possession thereof.
This office must be notified at least 7 business days prior to the scheduled closing in order to
arrange for an inspection of the land; upon completion of this inspection you will be notified of the
removal of specific coverage exceptions and/or additional exceptions to coverage.
25. Any rights of parties in possession of said land, based on any unrecorded lease, or leases.
This Company will require a full copy of any unrecorded lease, together with all supplements,
assignments, and amendments for review.
END OF SCHEDULE B
CLTAPreliminary Report Form - Modified (11-17.06)
:f!.~, 3
EXHffiIT "0" (Continued)
Order No.: 930015806-U50
INFORMATIONAL NOTES
Note No.1: The policy of title insurance will include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and the insured arising out of or relating to this policy,
any service of the Company in connection with its issuance or the breach of a policy provision or
other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review the arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2: The policy to be issued may contain an arbitration clause. When the Amount of
Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties.
Note No.3: Your open order request indicates that a Limited Liability Company will be acquiring,
encumbering or conveying real property in your transaction. Under the provisions of "the
California Limited Liability Act, effective September 30, 1994" the following will be required:
1. A copy of the Articles of Organization (and all amendments, if any) that has been filed with
the Secretary of State.
2. The requirement that this Company be provided with a copy of the Operation Agreement.
The copy provided must be certified by the appropriate manager or member that it is a copy
of the current operating agreement.
3. If the Limited Liability Company is member-managed then this Company must be provided
with a current list of the member names.
MLM.
CLTA PreJiminary Report Form - Modified (11-17-06)
3~11 4
EXHmIT "0" (Continued)
Order No.: 930015806-U50
INFORMATIONAL NOTES
(continued)
ATTACHMENT ONE
PRIVACY STATEMENT
IMPORTANT INFORMATION:
For those of ou recelV1n this re ort b electronic deliver the Privac Statement and Exclusions
From Covera e are linked to this re ort. Please review this information b selectin the link. For
those of ou who are receivin a hard co of this re ort a co of this information has been
submitted for vour review.
CLTAPreliminary Report Fonn - Modified (11-17-06)
Page] 0
3-215
EXHffiIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Group of Companies' Privacv Statement
July I, 2001
We recognize and respect the privacy of today's consumers and the requrrements of applicable federal and state privacy laws.
We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to
whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy
Statement provides that explanation. We reserve the right to change this Privacy Statement trom time to time consistent with
applicable privacy laws.
In the course of OUf business, we may collect Personal Information about you from the following sources:
. From applications or other forms We receive trom you or your authorized representative;
. From your transactions with, or :trom the services being performed by, us, our affiliates or others;
. From OUf Internet web sites;
. From the pubHc records maintained by government entities that we wither obtain directly from those entities, or
trom our affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or seIVices to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affIliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. to agents, brokers or representatives to provide you with services you have requested;
. to third-party contractors or service providers who provide services or perform marketing or other functions on our
behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may fllld
of interest.
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Infonnation when otherwise
pennitted by applicable privacy laws such as. for example, when disclosure is needed to enforce our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Reqnest Change Or Deletion
Certain states afford you the right to access your Personal Information and. under certain circumstances, to fmd out to whom
your Personal Information has been disclosed, Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to Cover the
costs incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
1f we provide you with more than one financial product or service, you may receive more that one privacy notice trom us. We
apologize for any inconvenience this may cause you.
Privacy Statement (1 0-21-03)
3-216
EXHIBIT "0" (Continued)
ATTACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B. you arc not insured against loss.
costs, attorneys' fees, and expenses resulting from:
1. Govcnuncntal police power, and the existence or violation of any law
or government regulation. This incIud~ building and zoning
ordinances and aJso Jaws and regulations concerning:
land us!:
improvements on the land
ianddivision
environmental protection
This exclusion does not apply to violations or the enforcement [}f these
matters which appear in the public records at Policy Date.
This ~clusjon does not limit the zoning cov~agc described in Items 12 and
13 of Covered Title Risks.
2. The right to take the land by condemning if., unless:
a notice of exercising the right appears in the pubJicrecords on
the Policy Date
the taking happened prior to the Policy Date and is binding on
you if you bought the land without knowing ofilie taking
3.
TjtJeRisks:
that are created, aIJowed, or agreed to by you
that are known to you, but not to us, on the Policy Date _ unless
they appea~ed in the public records
that result in no loss to you
that fi:rst affect your title after the Polity Date _ this docs not limit
the labor and material lien coverage in Item 8 of Covered Title
""'"
4. Failure to payvaJue for your title.
S. Lack ofa right
to any land outside the area specifically descn"bed and referred to
in Item 3 of Schedule A
OR
in streets, al1eys, or waterways that touch your land
TIlis exclusian does not limit the access COVerage in hem S of Covered Title
Risks.
In addition to the Exclusions you are not insured against Joss, costs, attorneys' fees, and the expenses resulting from:
I. Any right, interests, or claims of parties in possession of the land not 3. Any facts about the land which a correct survey would disclose and
shawn by the public records. which are not shown by the pubIic records. This does not limit the
2. Any easements or liens not showo by the public records. This does not forced removal coverage in Item 12 of Covered TitJe Risks.
limit the lien coverage in Item 8 of Covered Title Risks. 4. Any water rights or claims or titl~ to water in or under the land,
whether or not shown by the pubJic records.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY _ 1990
EXCLUSIONS FROM COVERAGE
The following matt~rs are expressly excluded from the coverage of this
policy and the Company"wiJl not pay loss or damage, costs, attorneys' fees
or ~xp~nses which arise by reason of:
I. (a) Any Jaw, ordinance or governmental regulation (including but not
limitro to building or zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting or relating (i) the OCCUpancy.
use, or enjoym~nt of the land; Oi) the character, dim~nsians or
location of any improvement now or h~reafter erected an th~
land; (iii) a separation in ownership or a change in the dim~nsions
or area of the land or any parcel of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of thes~ laws, ordinances or governmental regulations,
except to th~ extent that a notice of th~ enforcement thereof or a
notice of a d~fcct, lien, or encumbmnce resulting from a violation
or alleged violation affecting the land has been recorded in the
pubJic records at Date of Policy.
(b) Any governmental police power not exduded by (a) above,
except to the extent that a notice of the exercise thereof or notice
of a defect, lien or encumbrance resulting tram a violation or
aUeged violation affecting the land has been recorded in the
puhJic records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has
bacn recorded in the public records at Date of Policy, but not
excluding from coverage any taking which has occulTed prior to Date
of PoJicy which would bee binding on the rights of a purcJ1aser for
value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
4.
(a) Whether or not recorded in the public records at Date of Policy,
but created, suffered, assulned or agreed to by the insured
claimant;
(b) Dot known to the Company, not recorded in the public records at
Date of Policy, but known to the insured claimant and not
disclosed in writing to the Company by the insured claimant prior
to the date the insured claimant became an insured under this
policy;
(c) resulting in no Joss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which wouJd not havc been sustained
if the insured clairnant had paid value for the insUledmortgage or
for the estate or interest ins~ by this policy.
Unenforceability of the lien of the insured mortgage because of the
inability or failure of the insured at Da~ of Policy, or the inability or
failure of any subsequent owner of the indebtedness, to comply with
the applicable doing business laws of the state in which the land is
situated.
Invalidity or unenforceability of tbe lien of the insured mortgage, or
claim thereat; which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit
protection or truth in lending law.
Any claim, which arises aut of the transaction vesting in tbe insured
the estate of interest insured by this policy or the transaction creating
the interest of the insured lender, by reason of the operation of federal
bankruptcy, state insolvency or simiJarcre:dito:rs' rights Jaws.
5
6.
SCHEDULE B, PART!
EXCEPTIONS FROM COVERAGE
This policy does not insure ilgainst Joss or damage (and the Company wiJI not pay costs, attorneys' fees or expenses) which arise by reason of:
L Taxes or assessments which are not sbown as existing Hens by the 3. Easements, liens or encumbrances, or claims thereof which are lIot
records of any taxing authority that levies taxes or assessments an real shown by the public records.
pro~erty or by the ~ublic r~cords. Proceedings by a ~ub1ic agency 4. Discrepancies, conflicts in boundary lines Shortage in area
whIch ?Iay result m taxes or assessments, or notices of such encroachments, or any other facts which a ~orrect survey would
proceedlDg~, whether or not shown by the records of such agency or disclose, and which are not shown by the pubJic records..
by the publIc records.
. - '. 5. (a) Unpatented mining claims; (b) reservations or exceptioQS in
Any facts, nghts, Interests, or clanns whIch are not shown by the patents or in Acts authorizing the iSS1..lance thereof (c) water rights
public rec~rds but which could be ascerta!ned by a~ inspection of the claims or title to water, whether or not the matters ;xcepted under (a):
land or which may be asserted by persons m possession thereof. (b) or (c) are shown by the public records.
2.
Attac1un~llt One (I 1.17-Q6)
~~ZZ17
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT-FORM 1 COVERAGE
EXCLUSIONS FROM COVERAGE
The following matters arc expressly exc]udro tram the covc:rage of this
poJicy and the Company will not pay loss or damage, costs, attorneys' fees
or expenses which arise by reason of:
(8) Any Jaw, ordinance or governmental reguJation (including but not
limited to building and zoning laws, ordinances, or regulations)
l'e$tricting, regulating, prohibiting or relating to (i) the occupancy,
Use, or enjoyment of the land; (ii) the !:haractcr, dimensions or
location of any improvement now or hereafter erected on the
land; Oii) a separation in ownership or a change in the dimensions
or a~ of the land or any parcel of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or governmental regulations,
except to the extent that a notice of the enforcement thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or aJleged violation affecring the land has been =rded in the
public ~cords at Date of Policy.
(b) Any governmental police power not excluded by (a) alxlve,
except to the extent that a notice of the ~ise thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or aiieged violation affecting the land has been recorded in the
public records at Date of Policy.
2. Rights of eminent domain unJess notice of the exercise thereof has
been recorded in the public .records at Date of Policy, but nol
excluding :!forn coverage any taking whicl} has occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
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) attacmng or created subsequc:nt to Date of Policy (except to the
extent that this policy insures the priority of the lien of the insured
mortgage over any statutory lien for services, Jabor or material or
J.
to the extent insurance is afforded herein as to assessments for
street improvements under construction or completed at Date of
Policy); or
(e) resulting in Joss or damage which would not have heen sustained
if the insured claimant had paid value for the insured mortgage.
4. UnenforccabiIity of the lien of the insurcd mortgage because of the
inability or failure of the insured at Date of Policy, or the inabiJity or
iaiIure of any subsequent owner of the indebtedness, to comply with
applicable doing business laws of the state in which the land is
situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, Dr
claim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit
protection Of truth in lending law.
6. Any statutory lien for services, labor or materials (Dr the claim of
priority of any statutory lien for services, labor or materials over the
lien of the insured mortgage) arising from an improvement or work
related to the land which is contracted for and commenced subsequent
to Date ofPolky and is Dot fiI1anced in whoie or in part by proceeds
of the indebtedness secured by the insured mortgage which at Date of
Policy the insured has advanced or is obligated to advance.
7_ Any claim, whicb <:Irises out oflbe transaction creating tile interest of
tile mortgagee insured by this policy, by reasOll of the operation of
federal bankruptcy, state insolvency, or similar creditors' rights Jaws,
that is based on;
(i) the transaction creatiI1g the interest of the insured mortgagee
being deemed a fraudulent conveyance or ITaudulent transfer; or
(il) the subordination of the imerest of the insured mortgagee as a
result of the application of the doctrine or equitable
rubordination;or
(iii)the transaction. creating the interest of tile insured mortgagee
being deemed a preferential transfer except where the preferential
transfer results fi-om the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for vaJue
orajudgmentorliencreditor.
The above policy form may be issued wafford either Standard Coverage or Extended Coverage. In addition to the above Exclusions trom Coverage, the Exceptions
trom Coverage in a Standard Coverage policy will also include the fallowing Exceptions UO!D Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attomeys' fees or expenses) which arise by reason of;
I. Taxes or assessments which arc not shown as existing liens by the 1 Easements, liens or en~umbrances, or ~Iaims tbereot; which are not
records of any taxing authority that levies taxes or assessments on rea! shown by the public records.
property or by the public records. Proceedings by a pubJic agency 4 Discrepancies, conflicts in boundary lines, shortage in al1':a,
which may result in taxes or assessments, or notices of such encroachments, or any other facts which a COITCCt survey would
proceedings, whether Of not shown by the records of such agency or disclose, and which are not shown by the public records.
by the public records.
5. (a) Unpatented mining claims; (b) reservations Of exceptiollS in
2. Any facts, rights, interests or claims which are not shown by the patents or in Acts authorizing the issuance thereof; (c) water rights,
public records but which couJd be ascertained by an inspection oftbe daims or title to water, whether or not the matters excepted under (a),
land or which may be asserted by pemons in possession thereof. (b) or (e) are shown by the public records.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The foHowing matters arc expressly excluded from the coverage of this
policy, and the Company will not pay Joss or damage, costs, attorneys' fees,
or expenses that arise by ~SOn of
1. (a) Any law, ordinance, pennit, or governmental regulation
(incJuding those relating to buiJding and zoning) restricting,
regulating. prohibiting, or relating to
(1) the I)CCUpancy, use, or enjoyment ofthe Land;
(ii) the character, dimensions, or location of any improvement
erected on the Land;
(iii) tbe subdivision ofJand; or
(Iv) environmentaJ protection;
or the effect of any violation of these Jaws, ordinan~es, or
governmental regulations. This Exclusion l(a) does not modify
or limit the coverage provided under Covered Risk 5.
Attachment One (J 1-17-06)
3'!.'2i 8
2.
(b) Any governmental police power. This Exclusion l(b) does not
modify or limit the coverage provided under Covered Risk 6.
Rights of eminent domain. This Exclusion does not modify or limit
the coverage provided under Covered Risk 7 or 8.
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 TCCQrded in the Public Records at
Date of PoJicy, but Known to the Insured Claim2nt and not
disclosed in writing to the Company by the Insured Claimant
prior to the date the Insured Claimant became an Insured under
Ihispolicy;
(c) resu1ting in no loss or damage to the Insured Claimant;
Cd) attaching or created subsequent to Date of Policy (however, this
does not modify or limit the Coverage provided under Covered
IUsk IJ, J3,orJ4); or
J.
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
4.
(e) resulting in loss or damage that would not have been sustained jf
the Insured Claimant had paid value for ~ Insured Mortgage.
UnenforccabiIity of the ljen of the InsurW. Mortgage because of the:
inability or failure of an Insured to comply with applicable doing-
business laws of the state where the Land is situated.
Invalidity or unenforccability in whoJe or in part of the lien of the
Insured Mortgage that arises out of the transat:tion evidenced by the
Insured Mortgage and is based upon USUI)' or any consumer credit
protection or truth+in-Jending Jaw.
5.
6
Any cJaim, by reason of the operation of federal bankruptcy, state
insolvency, or similar creditors' rights laws, that the transaction
creating the Jien of the Insured Mortgage, is
(a) II fraudulent conveyance or ftauduJent transfer, or
(b) II preferential transfer for any reason not stafe:d in Cove:re:d Risk
13(b) of this policy.
Any lien on the Title for real e:state taxes or assessme:nts imposed by
governmental authority and created or attaching betwe:en Date: of
Policy and the date: of re:cording of the Insured Mortgage in the Public
Records. This Exclusion does Dot modify or limit the covernge
provided under Cuvered Risk 11(b).
7.
The above policy fonn may be issued to afford either Standard Coverage or Extended Coverage. In addition to the: above Exclusions tram Coverage, the Exceptions
from Coverage in a Standard Coverage policy will also include the folJowing Exceptions nom Cove:rage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company wjJJ not pay costs, attorneys' fees or upense:s) that arise by reason of:
1_ (a) Taxes or assessments that are not shown as existing Jiens by the 3. Easements., ]jcns or encumbrances, or claims thereof, not shown by
records of any taxing authority that levies taxes or assessments on the Public Records.
reaJ property or by the Public Records; 4. Any encroachment, encumbrance, violation, variatioll, or adverse
(b) Proceedings by a public agency that may result in taxes or circumstance affecting the Title that wouJd be discJosed by an
assessments, or notices of such proceedings, whether or not accurate and complete Jand survey of the Land and not shown by the:
shown by the records of such agency or by the Public Records. Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public 5. (a) Unpatented mining claims; (b) reservations or exceptions in
Rei::ords but that couJd be ascertained by an inspection oflhe Land or patents or in Acts authorizing the issuance theTeof; (c) water rights,
that maybe asserted by persons in possession of the Land. claims or title to water, whethe:r or nol the matrers excepted under (a),
(b), or (c) are shown by tbe Public Records.
AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The: following matters are expressly excluded from [he coverage of this
policy and the Company will net pay loss or damage, costs, attorneys' fees
or expenses which arise by reason of:
I. (a) Any law, ordinance or governmental ~gulation (including but not
limited to building and zoning laws, ordinances, or ~gulations)
restricting, regulating, prohibiting or relating to (i) the Occupancy,
use, or enjoyment of the land; Oi) the character, dimensions or
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownersJlip or a change in the dimensions
or area of the land or any parcel of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or govenunental regulations,
except 10 tile extent that a notice of the enfori::ement thereof or a
notice of a defect, lien or encumbrance resulting fTom a violation
Dr alleged violation affecting the land has been recorded in the
public records at Date of Policy.
(b) Any governmental pOlice pOwer not excluded by (a) above,
except to the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbrance resulting from a vioJation
or alleged violation affei::ting the laI1d has bee:n recorded in the
public records al Date of Policy.
2. Rights of eminent domain unless notice of the exercise the:reof has
been recorde:d in the public r~Of(is at Date of Policy, but not
excluding from coverage any taking which h'as occurred prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
4.
Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agrud to by the insured claimant;
(b) not known to the Company, not recorded in the public records at
Date of Poliey, but known to the insu<<:d claimant and nOI
disclosed in writing to the Company by tbe insu~d claimant prior
to the date the insured cJailnant became an insured under tbis
policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date: of Policy; or
(e) resulting in loss or damage which would not have been sustained
if the. insured claimant had paid value for the estate or interest
insured by this poIicy.
Any claim, wJlich arises out of the tranuction vesting in the insured
the estate Dr interest insured by this policy, by reason of the operation
of federal bankruptcy, state insolvency, or similar creditors' rights
laws, that is based on:
(i) the transaction creating the estate or iI1tere.st insured by this policy
being deemed a f1audulent conveyance or ftaudulent transfer; or
(ii) the transaction creating the estate or interest insured by this policy
being deemed a preferential transfer except where the pre:ferential
transfer results ti"om the failure:
(a) to tiroely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value
or a judgment or lien creditor.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclus:ions 6:010 Coverage, the Exceptions
ITom Coverage in a Standard Coverage Policy will also include the following Exceptions jj-om Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against Joss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
l. Taxes or assessments which are not shown as existing liens by the 3. Easements, liens or encumbrances:, or claims thereof, which are not
records of allY taxing authority that levies taxes or assessments on real shown by the public records.
prope:rty or by the ~ubJjc records. Proceedings by a ~ubJic agency 4. Discrepancies, conilicts in boundary lines, sllOrtage in area,
which ~ay resuIt m taxes or aSSessments, or notices of such encroachments, or any other facts whicb a correct survey would
proceedtn~, whether or not shown by the records of such agency or discJose, and whicJ\ are not shown bytbe pUblic records.
by the pubhc records.
.. .. 5. (a) Unpatented mining cJaims; (b) reservations or exceptions in
Any. facts, rIghts, mt~rests or cialms w~lch are not sho~n by the patents or in Acts authorizing the issuance thereof; (c) water rights,
pubhc rec~rds but wluch could be ascerta~ned by a~ inspectIon oftbe claims or title to water, whether or not the matters excepted under (a),
land or which may be asserted by persons m posseSSJon thereof. (b) or (c) are shown by fbe public records.
2.
Attaclunent One (11-17-06)
3~~19
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
2006ALTA OWNER'S POUCY (06-17-06)
EXCLUSIONS FROM COVERAGE
The foIlowing mattr;r;s arc expressly c;I;cJudcd nom the coverage of this
policy, snd tbe Company will not pay Joss or damage, costs, attorneys' fc~,
cr eXpenses that arise by reason of:
I. (a) Any Jaw, ordinance, pennit, or governmental regulation
(including tho.:sc relating to building and zoning) restricting,
regulating, prohibiting, or relating to
m the occupancy, use, or ~joyment of the Land;
(ii) the character, dimensions, or location of any improvement
erected on the Land;
(iii) the subdivision ofJand; or
(iv) environmental protection;
or the effect of any violation of chest laws, ordinances, or
governmental regulations. This Exclusion J (a) docs not modify or
limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion l(b) does not
modify Of limit the coverage provided undef Covered Risk 6.
2. Rights of eminent domain. This Exc!usion does not modify or limit
the coverage provided under Covered Risk 7 or 8.
3. Defects. liens, encumbrances, adverse claims. or otber matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
4
(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 be.en sustained if
the Insured Claimant had paid vaJue for the Title.
Any claim, by reason of tbe operation of federal bankruptcy, state
insolvency, Of 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 prefete!J.tial tnlnsfer for any reason not stated in Covered Risk 9
of this policy.
Any lien on the Title for reaJ 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 TIt]e as shown in Sch!:dule A
5.
TIle above pohcy fonn may be issued 10 afford either Standard Coverage or Extended Coverage. In addition 10 the above Exclusions iTom Coverage. the Exceptions
from Coverage in a Standard Coverage f1()licy will also include the folJowing Excq>nons from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) tJlat arise by reason of:
1. (a) Taxes or assessments that are not shown as existing liens by the 3. Easements, liens or encumbrancCl>, or claims thereof, not sllown by
records of any taxing authority dlat levies taxes or assessments on real the Public Records.
property or by the Public Records; (b) proceedings by a public agency
that may result in taxes or assessments, or notices of such
proceedings, whether or not shown by the records of such agency or
by the Public Records. -
Any factS, rights, interests, or claims that are nOI shown in the Public
Records but that could be ascertained by an inspection of the Land or
that may be asserted by persons in possession of the Land.
,.
4.
Any encroachment, encumbrance, violation, variation, or adverse
circumstance affecting the Tille that would be disclosed by an
accurate and complete land survey of the Land and thai are not shoWII
by the Public Records.
(a) Unpatented mining claims; (b) reservations or exceptions in
patents or in Acts authorizing tbe issuance thereof; (c) water rights,
claims or title 10 water, whether or not the matters e~ted under (a),
(b), or (c) are shown by the Public Records.
5.
CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10-22-03)
EXCLUSIONS
In addition to the Exceptions in ScheduJe B, You are not insured against loss, costs, attorneys' fees, and expenses resuJting from:
1. Governmental police power, and the existence or violation of any Jaw a. a notice of exercising the right appears in the Public Records at
or government regulation. This includes ordinances, laws and the Policy Dale; or
regulations concerning: b. the taking happened before the Policy Date and is binding 011 You
a. building ifY ou bought the Land without Knowing of the taking.
b. zoning 4. Risks:
c. Land use a. d18t are created, allowed, or agreed 10 by You, whether or not
d. improvements on the Land they appear in the Public Records;
e. Land division b. that are Known to You at the Policy Date, but not to Us, unless
f. environmental protection they appear in the Public Records at the Policy Date;
This Exclusion does not apply to violations or the enforcement of these c. that result in no loss to You; or
matters if notice of the violation orenfurcement appears in thePubJic II. that first occur after the Policy Date. this does not limit the
Records at the Policy Date. coverage described in Covered Risk 7, S.d, 22, 23, 24 or 25.
This Exclusion does not limit the coverage descnced in Covered Risk 14, 5. Failure to pay value for Your TitJe.
15, J6, 170r24. 6. Lackofaright:
2. The fililure of Your existing structures, or any part of them, to be a.. to any Land outside the MCiI specificaJ]y described and referred to
construt:ted in accordance with appIi!:able building codes:. TIlls in paragraph 3 of Schedule A; and
Exclusion does not apply to violations of building codes if notice of b. in streets, alieys, or waterways that touch the Land.
the violation appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage descnced in Covered Risk J J or
3. The right to take the Land by condemning it, unless: ]8.
Attachment One (1 1-17-06)
3'::2520
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
LIMITATIONS ON COVERED RISKS
Your insurance for the fonewing Covered Risks is limited on the Owner's Coverage Statement as [o]Jows:
For Covered Risk 14, 15, 16 and 18, Your Deductible Amount iIl1d Our Maximum Dollar Limit ofLiabiJity shown in Schedule A.
Covered Risk 14:
Your D~tllIr.:tibJe Amnunt
The deductibJe amounts and maximum clonar limits shown on Schedule A are as foJiows:
Our Maximum Dollar
LimitofIiabilitv
1..QQ% of Poi icy AmOUDt or S ~
(whichever is Jess)
Covered Risk 15;
S lQ.QQQ.QQ
.LQQ% afPo/icy Amount or S 1.QQQ..QQ
(whichever is Jess)
$~
CovcredRisk 16:
L.QQ% ofPaJicy Amount or S ~
(whichcva-isJess)
s~
Covered Risk 18;
.1....QQ% ofPoJicy Amount or $ 2..1QQ.,QQ
(whichcverisless)
$i..QQQJlQ
ALTAEXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13101)
EXCLUSIONS FROM COVERAGE
The fcHawing matters are expressly excluded from the coverage Qftbis
policy and the Company will not pay loss or damage, costs, attorneys fc=s or
expenses which arise by reason of:
1. (a) Any law, ordimmce or governmental regulation (including but not
limiled to buiJding and zoning laws, ordinances, or rcguJations)
restricting, regulating, prohibiting or relating to (0 the OCcUpancy,
use, or enjoyment of the Land; (ij) the character, dimensions or
location of any improvement now or hereafter erected on the
Land; (iii) a separation in ownership or a change in the
dimensions or areas of the Land or any parcel of which the Land
is ar was a part; or (Iv) environmental protection, or the effect of
any violation of these laws, ordinances or governmental
regulations, except to the extent that s notice of the enforcement
thereof or a notice of a defect. lien or encumbrance resulting trom
a violation or aJh:ged violation affecting the Land has been
recorded in the PubJic Records at Date of Policy. This excJusion
does not liuUt the coverage provided under Covered Risks 12, 13,
14, and 16 of this policy.
(b) Any governmental police pOWer nol excluded by (a) above,
except to the extent that a notice of the exercise tIIefC!Jf or a
notice of a defect, lien or encumbrance resulting fioln a violation
or aIIeged violation affecting the Land has been recorded in the
Public Records at Date of Policy. 111is exclusion does not limit
the coverage provided under Covered Risks 12, 13, 14, and 16 of
Ihispolicy.
2. Rights of eminent domain u.n1ess notice of the exercise thereof has
been recorded in the Public Records at Date of Policy, but not
excluding from coverage any taking which has occurred prior to Date
of PoJicy which would be: binding _on the rights of a purchaser for
value without Knowledge.
3. Defects, Jiens, encumbrances, adverse claims or other matters:
(a) Cleated, suffered, assumed or agreed to by the Insured Claimant;
(b) not Known 10 the Company, not recorded in the PubJic 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
thispoJicy;
(c) resulting In no loss or damage to the Insured Claimant;
Attachment One (1 1-17-06)
P~'221
(d) attaching or created subsequent to Date of Policy (this paragr.sph
does not limit the coverage provided under Covered Risks 8, i 6,
18, 19,20,21,22,23,24,25 and 26); or
(e) resulting in Joss or damage which would not have been sustained
if the Insured CJaimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the
inability or failure of the Insured al Date of Policy. or the inability or
failure of any subsequent owner of the indebtedness, to comply with
applicable doing business laws of the state in which the Land is
situated.
5. Invalidity or unenforceability of the lien of the Insured Mortgage:, or
claim the~of, which arises out of the tr8ru;actiOD evidenced by the
Insured Mortgage and is based upon usury, except as provided in
Covered Risk 27, or any consumer credit prolection or InIth in Jending
mw.
6. Real property taxes or assessments of any governmental authority
which become a lien on the Land subsequent to Date of Policy. This
exclusion does not limit the coverage provided undcr Covered Risks
7,8(e)and26.
7. AnycJaim of invalidity, unenforceability or lack of priority of the hen
of the Insured Mortgage as to advances or modifications made after
the Insured has Knowledge that the veslee shawn in Schedule A is!K)
longer the owner of the eslat/': or interest covered by this policy. This
exclusion does not limit the covernge provided in Covered Risk 8.
8_ Lack of priorily of the lien of the Insured Mortgage as to each and
every advan~ made after Dale of Policy, and all il1lerest charged
thereon. over liens. eneumbrances and other matters aff/':cting the title.
the existenc/': of which are Known to the Insured at
(a) The time of the advance; or
(b) The time a modification is made to Ihe tenns of the 1nsured
Mortgage which changes the I1Ite of interest charged. if the rate of
Interest is greater as a result of the modification than it would
have been before the modification. This exclusion does not limit
the coverage provided in Covered Risk 8.
9 The failure of the residentiaJ St11lcture, or any portion thereof to have
been constructed before:, on or after Date ofPoJicy in accordance with
applicable building codes. TIlis exclusion does not apply to violations
of building codes if notice of the violation appears in tbe Public
Records at Date of Policy.
EXHIBIT "0" (Continued)
(continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refinanced
residential property in California between May 19, 1995 and November 1, 2002. Tfyou had more tban one
qualifying transaction, you may be entitled to multiple discounts.
If your previous transaction involved the same property that is the subject of your current transaction, you
do not have to do anything; the Company will provide tbe discount, provided you are paying for escrow
or title services in this transaction.
If your previous transaction involved propertY different ITom the property that is subject of your current
transaction, you must - prior to the close of tbe current transaction - inform tbe Company of the earlier
transaction, provide the address of tbe property involved in the previous transaction, and tbe date or
approximate date tbat tbe escrow closed to be eligible for tbe discount.
Unless you inform the Company of tbe prior transaction on property !bat is not tbe subject of this
transaction, tbe Company has no obligation to conduct an investigation to detennine if you qualifY for a
discount. If you provide tbe Company information concerning a prior transaction, the Company is
required to determine if you qualifY for a discount which is subject to otber terms and conditions.
Attaclunent One (11-17-06)
~'::..f2 2
@
EXHIBIT "0" (Continued)
Chicago Title Company
Builders Services Division
2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400
Title Department:
Chicago Title Company
Attn: Tom VotellKen Cyr
Email: voteltiq!.ctt.com&ken.cvr@ctt.com
Phone: (619) 521-3553 & (619) 521-3555
Fax: (619) 521-3608
Order No.: 930015807-U50
Customer:
Baldwin & Sons, LLC
Attn: Cheryl Hill
280 Newport Center Drive, #240
Newport Beach, Ca. 92660
Ref: R 18A
PRELINUNARYREPORT
Property Address: APN: 644-313-05
Dated as of: SEPTEMBER 29, 2009 at 7:30 am
In response to the application for a policy of title insurance referenced herein, Chicago Title Company
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies
of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring
against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred
to as an Exception herein or not excluded tram coverage pursuant to the printed Schedules, Conditions
and Stipulations or Conditions of said Policy forms.
The printed Exceptions and Exclusion from the coverage and Limitations on Covered Risks of said Policy
or Policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause.
When the Amount of Insurance is less than that se forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title
Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain
coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are
available from the office which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the
issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be
assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested.
The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with
notice of matters which are not covered under the terms of the title insurance policy and should be
carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of
title and may not list all liens, defects, and encumbrances affecting title to the land.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY
CLTA Preliminary Report Fonn - Modified (11-17-06)
~.&.'2 2 3
EXHIBIT "0" (Continued)
Order No.: 930015807-U50
SCHEDULE A
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
A Fee as to ParceI(s) I
An Easement more fully described below as to Parcel(s) 2
2. Title to said estate or interest at the date hereof is vested in:
VILLAGE II OF aT A Y, LP, a Delaware limited partnership
3. The land referred to in this report is situated in the State of California, County of San Diego and is
described in the Legal Description, attached hereto:
END OF SCHEDULE A
CLTA Preliminary Report Fonn- Modified (11-17-06)
3::~2 4
EXHIBIT "0" (Continued)
Order No.: 930015807-U50
LEGAL DESCRIPTION
PARCEL 1:
LOT 33 OF CHULA VISTA TRACT 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF
VILLAGE 4 "A" MAP, IN THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF N0.15350, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, MAY 26,2006.
PARCEL 2:
A NON-EXCLUSNE EASEMENT FOR PRN ATE RECIPROCAL ACCESS AND UTILITY, OVER,
UNDER, ALONG, THROUGH AND ACROSS THAT PORTION OF LOT 32 OF CHULA VISTA
TRACT NO. 06-05, OTAY RANCH VILLAGE 2 AND PORTIONS OF VILLAGE 4 "A" MAP, IN
THE CITY OF CHULA VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 15350, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, MAY 26,2006, DESIGNATED AND DELINEATED ON
SAID MAP AS "FUTURE PRNATE RECIPROCAL ACCESS AND UTILITY EASEMENT TO BE
CONVEYED TO SUBSEQUENT OWNERS PURSUANT TO SECTION 18.20.150 OF THE CHULA
VISTA MUNICIPAL CODE".
SAID EASEMENT IS HEREBY DECLARED TO BE APPURTENANT TO AND FOR THE BENEFIT
OF ALL OR ANY PORTION OF SAID LOT 33 DESCRIBED ABOVE.
APN 644-313-05
END OF LEGAL DESCRIPTION
CLTA Preliminary Report Ponn - Modified (II-17-06)
:f!."Z2 5
EXIDBIT "0" (Continued)
Order No.: 930015807-U50
SCHEDULE B
At the date hereof, items to be considered and exceptions to coverage ill addition to the printed
Exceptions and Exclusions in said policy form would be as follows:
I. Property taxes, including any assessments collected with taxes, for the fiscal year 2009 _ 20 I 0 that
are a lien not yet due.
2. The lien of supplemental taxes, if any, assessed pursuant to the provlSlons of Chapter 3.5
(commencing with Section 75) of the revenue and taxation code of the State of California
3. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Community Facilities District No. 98-1 Open Space Maintenance
District (Otay Project, LLC OVP SPA One Village 2 West and
portions of Villages 2, 6, 7 and Planning Area 12)
Proposed boundary map
AUllUst 18. 1998 as File No. 1998-0523069 of Official Records
Disclosed By:
Recorded:
4. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Govemment.Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
City of Chula Vista
Community Facilities District No. 97-2 (preserve Maintenance)
AUllUst 21. 2001 as File No. 2001-0594092 of Official Records
5. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
Chula Vista Elementary School District
Communities Facilities District No. 17
December 8. 2005 as File No. 2005-1056527 of Official Records
6. A Notice of Special Tax Lien pursuant to Sections 3114.5 of the Streets And Highway Code and
Section 53328.3 of the Government Code imposing a continuing lien not yet due and payable
Executed by:
Purpose:
Recorded:
Sweetwater Union High School District
Communities Facilities District No. 17 Improvement Area I
February L 2006 as File No. 2006-0074984 of Official Records
7. Water rights, claims or title to water, whether or not disclosed by the public records.
8. An agreement, and the terms and conditions as contained therein
Dated:
October 28,1993
CLT A Preliminary Report Fonn - Modified (11- I 7-06)
3~'126
EXHIBIT "0" (Continued)
ardor No.: 930015807-U50
SCHEDULE B
(continued)
By and Between:
The City of Chula Vista, a municipal corporation, the County of San
Diego, a political subdivision and Otay Vista Associates, a California
limited partnership
Indemnification, implementation of mitigation measures and
payment of certain fees in connection with the approval of the
general plan amendment, general and other development plans for
the Otay Ranch
Februarv 7.1994 as File No. 1994-0084743 of Official Records
Regarding:
Recorded:
Reference is hereby made to said document for full particulars.
9. A document entitled "Restated and Amended Pre-Annexation Development Agreement with
Otay Ranch, L.P.", dated, March 4, 1997, executed by City ofChula Vista and Otay Ranch, L.P., a
California limited partnership, subject to all the terms, provisions and conditions therein contained,
recorded Mav 12.1997 as File No. 1997-0219970 of Official Records.
10. A document entitled "Desiltation and Maintenance Agreement with Otay Project L.P. (poggi
Canyon Drainage Improvements)", dated, October 19, 1999, executed by Otay Project, L.P., a
California partnership, Prowswood-Matsushita Otay Partners LLC, a California limited liability
company as owner, Centex Homes, a Nevada general partnership, PHI Otay Ranch Associates
LLC, a Delaware limited liability company, subject to all the terms, provisions and conclitions
therein contained, recorded June 28. 2000 as File No. 2000-0341829 of Official Records
II. A document entitled "Conveyance Settlement Agreement by the City of Chula Vista, Otay
Project and Otay Land Company", dated, August 27, 2002, executed by Otay Land Company,
LLC, a Delaware limited liability company, City of Chula Vista, a California municipal Corporation
and Otay Project, LP, a California limited partnership, subject to all the terms, provisions and
conditions therein contained, recorded September 5. 2002 as File No. 2002-0756563 of Official
Records
12. Covenants, conclitions and .restrictions (but omitting any covenant or restrictions, if any, based upon
on race, color, religion, sex, sexual orientation, familial status, marital status, clisability, handicap,
national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except
to the extent that said covenant or restriction is pennitted by applicable law) as set forth in the
document
Recorded:
October 4.2005 as File No. 2005-0856104 of Official Records
Note: Section 12956.1 of the government code provides the following: "If this document contains
any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status,
disability, national origin, source of income as defined in subdivision (P) of Section 12955, or
ancestry, that restriction violates state and federal fair housing laws and is void, and may be
removed pursuant to section 12956.2 ofthe Government Code. Lawful restrictions under state and
federal law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien
of any mortgage or Deed of Trost made in good faith and for value.
CLTAPreliminary Report Fonn. Modified (1 1-17-06)
:f~~27
EXHIBIT "0" (Continued)
Order No.: 930015807-U50
SCHEDULE B
(continued)
Said instrument also provides for the levy of assessments, the lien of which are stated to be
subordinate to the lien of certain mortgages or deeds of trust made in good faith and for value.
Among other things, said document provides:
Various easements
Modification(s) of said covenants, conditions and restrictions
Recorded:
June I. 2006 as File No. 2006-0389164 and re-recorded Julv 1 I.
2006 as File No. 2006-0487654, both of Official Records
Modification(s) of said covenants, conditions and restrictions
Recorded:
AUlllist 30. 2006 as File No. 2006-0619008 Official Records
The provisions of said covenants, conditions and restrictions were extended to include the herein
described land by an instrument
Recorded:
June 20. 2007 as File No. 2007-0415537 Official Records
13. A document entitled "Subdivision Improvement Agreement", dated, May 25, 2006, executed by
Otay Project L.P. and City ofChula Vista, subject to all the terms, provisions and conditions therein
contained, recordedMav 26.2006 as File No 2006-0375302 of Official Records.
14. A document entitled "Supplemental Subdivision Improvement Agreemenf', dated, May 25,
2006, executed by Otay Project L.P. and City of ChuJa Vista, subject to all the tenns, provisions
and conditions therein contained, recorded Mav 26. 2006 as File No. 2006-0375301 of Official
Records.
15. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Disclosed By:
Recorded:
Community Facilities District No. 13M (Otay Ranch Village Two)
Assessment District Boundary
December 4.2006 as File No. 2006-0858546 Official Records
16. A pending assessment for the District shown below. When notice of the assessment is recorded
with the County Recorder the assessment shall become a lien on said land.
District:
Annexation Map No. 6 Community Facilities District No. 97-2
(preserve Maintenance District) Improvement Area C
Assessment District Boundary
December 4. 2006 as File No. 2006-0858547 Official Records
Disclosed By:
Recorded:
CLT A Preliminary Report Fonn - Modified (1 1.17-06)
:1-'"2'2 8
EXHmIT "0" (Continued)
Order No.: 930015807-U50
SCHEDULE B
(continued)
17. Matters which may be disclosed by an inspection and/or by a correct ALTAI ACSM Land Title
Survey of said land that is satisfactory to this Company, and/or by inquiry of the parties in
possession thereof.
This office must be notified at least 7 business days prior to the scheduled closing in order to
arrange for an inspection of the land; upon completion of this inspection you wi11 be notified of the
removal of specific coverage exceptions and/or additional exceptions to coverage.
18. Any rights of parties in possession of said land, based on any unrecorded lease, or leases.
This Company wi11 require a full copy of any unrecorded lease, together with all supplements,
assignments, and amendments for review.
END OF SCHEDULE B
CL T A Preliminary Report Fann ~ Modified (11-17-06)
3~~2 9
EXHmIT "0" (Continued)
Order No.: 930015807-U50
INFORMATIONAL NOTES
Note No. I: The policy of title insurance will include an arbitration provision. The Company or the
insured may demand arbitration. Arbitrable matters may include, but are not limited to, any
controversy or claim between the Company and tbe insured arising out of or relating to this policy,
any service of tbe Company in connection witb its issuance or the breach of a policy provision or
otber obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued
if you wish to review tbe arbitration provisions and any other provisions pertaining to your Title
Insurance coverage.
Note No.2: The policy to be issued may contain an arbitration clause. When tbe Amount of
Insurance is less than the amount, if any, set forth in the arbitration clause, all arbitrable matters
shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy oftbe
parties.
Note No.3: Your open order request indicates that a Limited Partnership will be acquiring,
encumbering or conveying real property in your transaction. Under the provisions of "the
California Revised Limited Partnership Act", effective July I, 1984, tbe following will be required:
1. A certificate, in conformity witb tbe new act, must be filed with tbe Secretary of State and a
certified copy tbereof recorded in the office of tbe County Recorder.
2. The requirement tbat tbis company be furnished witb a complete copy of the Limited
Partnership agreement and any amendments tbereto for our review, at least two weeks prior
to closing.
3. If tbe Limited Partnership was fonned outside of the State of California, please contact tbe
Title Officer for our requirements.
Note No.4: Property taxes, for the fiscal year 2008 - 2009 are paid. For infonnation purposes tbe
amounts are:
I" Installment:
2" Installment:
Exemption:
Code Area:
$1,381.31 Paid
$1,381.31 Paid
$none
01265
Assessors Parcel Number:
644-313-05
MLM.
CLTA Preliminary Report Form - Modified (11-17-06)
3~e130
EXHIBIT "0" (Continued)
Order No.: 930015807-U50
INFORMATIONAL NOTES
(continued)
ATTACHMENT ONE
PRNACYSTATEMENT
IMPORTANT INFORMATION:
For those of ou recelVJn this re ort b electronic deliver the Privac Statement and Exclusions
From Covera e are linked to this re ort. Please review tbis information b selectin the link. For
those of ou who are receivin a hard co of this re ort a co of this information has been
submitted for Vour review.
CLTA Preliminary Report Form - Modified (11-17-06)
:f~'31
EXHmIT "0" (Continued)
CHICAGO TITLE INSURANCE COMPANY
Fidelity National Financial Group of Companies' Priyacy Statement
July 1, 2001
We recognize and respect the priyacy of today's consumers and the requirements of applicable federal and state privacy Jaws.
We believe that making you aware of how we use your non-public personal information ("Personal Infonnation"), and to
whom it is disc1osed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy
Statement provides that explanation. We reserve the right to change.this Privacy Statement from time to time consistent with
applicable privacy laws.
In the course of our business, we may collect Personal Information about you from the following sources:
. From applications or other forms we receive from you or your authorized representative;
. From your transactions with, or from the services being performed by, us, our affiliates or others;
. From our Internet web sites;
. From the public records maintained by government entities that we wither obtain directly from those entities, or
from our affiliates or others; and
. From consumer or other reporting agencies
Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or
intrusion. We limit access to the Personal Information only to those employees who need such access in connection with
providing products or services to you or for other legitimate business purposes.
Our Policies and Practices Regarding the Sharing of Your Personal Information
We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate
settlement service providers. We may also disclose your Personal Information:
. to agents, brokers or representatives to provide you with services you have requested;
. to third-party contractors or service providers who provide services or perform marketing or other functions on our
behalf; and
. to others with whom we enter into joint marketing agreements for products or services that we believe you may fmd
of interest.
In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to
do so, or when we suspect ffaudulent or criminal activities. We also may disclose your Personal Infonnation when otherwise
pennitted by applicable privacy laws such as, for example, when disclosure is needed to enforce Our rights arising out of any
agreement, transaction or relationship with you.
One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such
documents may contain your Personal Information.
Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion
Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom
your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or
deletion of your Personal Infonnation. We reserve the right, where permitted by law, to charge a reasonable fee to cover the
costs incurred in responding to such requests.
All requests must be made in writing to the following address:
Privacy Compliance Officer
Fidelity National Financial, Inc.
601 Riverside Drive
Jacksonville, FL 32204
Multiple Products or Services:
If we provide you with more than one fmancial product or service, you may receive more that one privacy notice from us. We
apologize for any inconvenience this may caUSe you.
Privacy Statement (10-21-03)
3-232
EXHIBIT "0" (Continued)
ATTACHMENT ONE
AMERICAN LAND TITLE ASSOCIATION
RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule S, you are not insured against loss,
costs, attorneys' fees, and expenses resulting from:
1. Govenunental pojjce power, and the existence or violation of any Jaw
or government regulation. This includes buiJding and zoning
ordinam:es and aJso laws and regu!ations concerning:
!anduse
improvements on the land
land division
environmental protection
Trn:;; exclusion docs nol apply to vioJations or the enforcement of these
matters which appear in the public records at Policy Dare.
This excJusion does nOllimit the zoning coverage descnoed in Hems 12 and
13 of Covered Title Risks.
2.
The tight to take the 1and by cOndemning it, unless:
a notice of exercising the right appears in the public records on
the Policy Date
the taking happened prior to the PoJicy Date and is binding on
you if you bought the land without knowing of the taking
J.
TitJeRisks:
4.
5.
that are created, aJJowed, or agreed to by you
that are known to you, but not to us, on the Policy Date _ unless
tbey appeared in the public records
that result in no Joss to you
that fIrSt affect your title after the Policy Date _ this does not limit
the labor and material lien eovemge in Item 8 of Covered Title
Risks
Fai1ure to pay value for your title,
Lack ofa right:
to any land outside the area specificany described and referred to
in Item 3 of Schedule A
OR
in streets, alIeys, or waterways tl1at touch your Jand
This exclusion does not limit the access coverage in Item 5 ofCovercd Title
Risks.
In addition to the Exc!usions you are not insured against loss, costs, attorneys' fees, and the expenses resulting tram;
1. Any right, intercsrs, or claims of parties in possession of the land not 3. Any facts about the land which a correct survey would disclose and
shown by the public records. which are not shown by the public records, This docs not limit the
2, Any easements or liens not shawn by the public records, This does not forced removal coverngc in Item 12 of Covered Title Risks.
Jilllit the lien coverage in Item 8 of Covered Title Risks. 4 Any water rights or claims or title to water in or under the land,
whether or not shown by the public records.
CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990
EXCLUSIONS FROM COVERAGE
The folJawing matters are expressly excluded from the coverage of this
policy and the Company will Dot pay Joss or damage, costs, attorneys' fees
or expC1JSCS which arise by reason of:
1. (a) Any law, ordinance or governmental reguJation (including but not
limited to building or zoning laws, ordinances, or regulations)
restricting, regulating. prohibiting or relating (i) the occupancy,
use, or enjoyment of the land; Oi) the character, dimensions or
location of any improvement now or hereafter erected on the:
land: (Iii) a separation in ownership or a change in the dimensions
or area of tbe land or any parcel of wbich the land is or was a
part; or (iv) .e:nvironmental protection, or the effect of any
violation of these laws, ordinances or governmental regulations,
except to the exte:nt that II notice of the enforcement thereof or a
notice of a defect, lien, or encumbmnce resulting fi"OIn a violation
or alleged vioJation affecting the land has been recorded in the
public records at Date of Policy.
(b) Any governmental pOlice power 001 excluded by (a) above,
except to the extent that a notice of the exercise thereof or notice
of a defect, lien or encumbrance resulting from a violation or
alleged vioJation affecting the Jand has been recorded in the
public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has
been recorded in tl1e public records at Date of Policy, but not
excluding &om coverage IIny taking which has occurred prior to Date
of Policy which would be binding on the rights of a pUrthaser for
value without knowledge.
3. Defects, Jiens, encumbrances, adverse claims or other matters:
4.
(a) whefher or not recorded in the pubJic records at Date of Policy,
but created, suffered, assumed or agreed to by the insured
claimant;
(b) not known to the Company, not recorded in the public records at
Date of Policy, but known to the insured c:]aimant and not
disclosed in writing to the Company by the insured claimant prior
to the date the insur!!d claimant became an insured under this
policy;
(c:) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in Joss OJ" damage whic:h would not have been sustained
if the insured claimant had paid value for the insl1f'Cd mortgage or
for the estate or interest insured by this poJicy.
Unenforceabiliry of the lien of the insured mortgage because of tlJe
inablliry or failure of the insured at Date ofPoJicy, or tlJe inability or
failure of any subsequent owner of the indebtedness, to compJy with
the applit:able doing business laws of the stale in which the land is
situated.
Invalidity or unenforc.eabiJity of the lien of the insured mortgage, or
dajm thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit
protection or truth in lending law.
Any claim, which arises out of the transaction vesting in the insured
the estate of interest insured by this poljcy or the transaction creating
the interest of the insured lender, by reason of the operation of federal
bankn.Jptcy, state insoJvency or similar creditors' rights laws,
5.
6
SCHEDULE B, PART!
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company wilJ not pay costs, attorneys' fees or expenses) which arise by reasOn of:
I. Taxes or asscssml:llts which are not shown as existing Hens by the 3. Easements, ]iens or encumbrances, Or claims thereof which are not
records of any taxing autbority that Jevies taxes or assessments on real shown by the public records.
property or by the public records. Proceedings by a public agency 4. Discrepancies conflicts in boundary lines shortage in area
which ~ay result in taxes or assessments, or notices of such encroachmen~, or any other facts whicll a ~OITC(:t survey would
pro~edmgs,Whetherornotshownbytherecordsofsuchagencyor d'l nd h' h t h b Ih bl' CIs
by the public records. ISC ose, a w IC are no Sown y e pu IC recor .
" '. 5. (a) Unpatented mining claims; (b) reservations or exceptiona in
2. Any. facts, nghts, Int~rests, or claIms W!1JCI1 are ~t sho",:n by the patents or in Acts authorizing the issuance thereof; (c) water rights,
public rec~rds but which could be ascerta~ned by a~ Inspection of the claims or title to water, whether or not the matters excepted under (a),
land orwlrich may be asserted by persons In possession thereof. (b) or (c) are shown by the pUblic records.
Attachment One (11.17~06)
~~~33
EXHIBIT "0" (Continued)
ATTACHMENT ONK
(CONTINUED)
AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92)
WITH ALTA ENDORSEMENT-FORM I COVERAGE
EXCLUSIONS FROM COVERAGE
TIle following m::ltters are expressly excJuded from the coverage of this
policy and tile Company will not pay loss or damage, costs, attorneys' fees
or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not
limited to building and zoning laws, ordinances, or regulations)
restricting, regulating, prohibiting orrdating to (j) the oCCllpaucy,
use, or elljoyment ufthe landi (ii) the character, dimensions or
location of any improvemenr now or hereafter erected on the
land; (iii) a separation i<1 ownership or a change in the dimensions
or area of the land or any pa~el of which the land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or governmental regulations,
except fo the extent that a notice of the enforcement Ihereofora
notice ofa defect, lien or encumbrance resulting from a violation
or alleged VIolation affecting Ihe land has been reeorded in the
public records at Date of Policy,
(b) Any governmental police power not excluded by (a) above,
except to the extent that a notice of the exercise thereof or a
notice of a defect, lien Or encumbrance resulting from a violation
Or alleged violation affecting the land has been recorded in the
public records at Date of Pol icy.
2. Rights of eminent domain unless notice of the exercise thereof has
been ft;corded in the public records at Date of Policy, but not
excluding from coverage any !.<Iking which has OCCUlTed prior to Date
of Policy which would be binding on the rights of a purchaser for
value without knowledge.
Defects, liens, encumbrances, adverse claims or other matters;
3.
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to Ihe Company, not recorded in the pUblic records at
Dafe of Policy, but known to the insured claimant and not
disclosed in writing to the CDmpiUlY by the insured claimant prior
to the date the insured eJaimant became an insured under this
policy;
(c) resulting in no loss or damage to the insured claimant: .
(d) attaching or created subsequent (0 Date of Policy (except to the
extent that tllis policy insures tlle priority of the lien of tile insured
mortgage over any statutory lien for services, labor or material or
to the extent insurance is afforded herein as 10 assessments for
street improvements under construction or completed at Date of
Policy); or
(e) resulting in loss or damage which would not have been sustained
if the insured claimant had paid value for the insured mortgage.
4. Unenforceability of the lien of the insuft;d mortgage because of the
inability or failure of the insured at Date of Policy, or the inability or
failure of any subsequent Owner of the indehtedness, to comply with
applicable doing business laws of the state in whIch the land is
situated.
S. Invalidity or unenfo~eabi1ity of the lien of the i!lSured mortgage, or
claim thereof, which arises out of the transaction evidenced by the
insured mortgage and is based upon usury or any consumer credit
protection or truth in lending Jaw.
6. Any statutory lien forserviees, labor or materials (or the claim of
priority ofnny statutory lien for services, labor or materials over the
lien of the insured mortgage) arising from an improvement or work
related to the land which is contracted for and commenced subsequent
to Date of Policy and is not financed in whole or in part by proceeds
of Ihe indebtedness secured by the insured mortgage which at Date of
Policy the insured has advanced oris obligated to advance.
7. Any claim, which arises out of the tr.lnsaction creating the interest of
the mortgagee insured by tllis policy, by reason of the operation of
federal bank.n1ptcy, slate insolvency, orsirn.ilar creditors'rights laws,
that is based on:
(i) the trarnactiou cft;ating the interest of the insured mortgagee
being deemed a fraudulent conveyance or fraudulent tronsfer; or
(ii) the subordination of the interest of the insured mortgagee as a
result of the application of the doctrine or equitable
SUbordination; or
(iii) tIle trarnaction creating the interest of the insured mortgagee
being deemed a preferential transfer except where tllepreferentiaJ
transfer results from the failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value
or a judgmentar lien creditor.
TIle. above policy fonn may be issued to afford either Standard Coverage or fulended Coverage. In addition to tlle above Exclusions from Coverage, the Exceptions
from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
1. Taxes or assessments wllich are not shown as existing liens by the 3. Easements, liens or encumbrances. or claims Ihereof, which are not
records of any taxing authority that levies taxes or assessments on real shown by the public records.
property or by the public records. Proceedings by a public agency 4. Discrepancies, conflicts in boundary lines, shortage in area,
which may result in taxes or assessments, or notices of such encroachments, or any other facts which II correct survey would
proceedings, whether or not shown by the recorrls of such agency or disclose, and which are not shown by the public records.
by the public records.
S. (a) Unpalented mining claims; (b) reservations or exceptions in
2. Any facts, rights, interests or claims which are not shown by the patents or in Acts authorizing the issuance thereof; (e) water rights,
public records but which could be ascertained by an inspection of the claims or title to water, whether or not the matters excepted under (a),
land or which may be asserted by persons in possession thereof. (b) or (c) are shown by the public records.
2006ALTA LOAN POLICY (06-17-06)
EXCLp-SIONS FROM COVERAGE
The following matrers 3re expressly excluded from the coverage of this
policy, and the Company will not pay loss or damage, costs, attorneys' fees,
orexpenscs that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation
(Including those relating to building and zoning) restricting,
regulaling, 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;
(iil) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, orrlinances, or
governmental regulations. TIlis Exclusion lea) does not modify
or limit the coverage proVIded under Covered Risk 5.
Attachment One (11-17-06)
~'"'2 9 4
2.
(b) Any governmental police power. TIlis Exclusion l(b) does not
modify or limit the coverage provided under Covered Risk 6.
Rights of eminent domain. TIlis Exdusion does not modifY or limit
the Coverage provided under Covered Risk 7 or 8.
Defects, liens, encumbrances, adverse claims, or other matters
(a) created,suffered,assumed,oragreed to by the Insured Claimant;
(b) not Known to the Company, not recorrled in the Public Records at
Date of Policy, but Known to the Insured Claimant and not
disclosed in writing to the Compauy 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 10 Date of Policy (however, this
does not modify or limit the coverage provided under Covered
Risk 11,13, or l4); or
3.
H , . j. ... .....? l' . '" ... ~, ,
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
4.
(e) resulting in loss or dama~ that would Dot have been sustained jf
th~ Insured Claimant had paid value for the Insured Mortgage.
UnenforccabiJity of the licn of the Insured Mortgage because of the
inability or failure of an Insured to' comply with applicable doing-
business Jaws of the stale where the Land is situated.
Invalidity or unenforceabiJity in whale or in part of the lien of the
Insured Mortgage that arises out of the transaction evidenced by the
Insured Mortgage and is based upOIr usury or any COMumcr credit
protection or truth-in-Iending law.
5.
6.
Any cJaim, by rcason of the operation of federaJ bankruptcy, state
insolvency, or similar creditors' rights Jaws, that the transaction
creating the lien afthe Insured Mortgage, is
(a) a fraudulent conveyance or Uaudulent transfer, or
(b) a preferential transfer for any rea~on not stated in Coven:d Ri~k
13(b)ofthispoJicy.
Any lien on the Title for real estate taxes or assessments imposed by
govenunental authority and created or attaching betw~n Date of
PoJicy and the date of recording ofthc Insured Mortgage in the Public
Records. This Exclusion does not modify or limit the coverage
provided under Covered Risk II(b).
7.
The above policy fonn may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions
from Coverage in a Standard Coverage policy will also include the following Exceptions nom Coverage;
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the. Company will not pay costs, attorneys' fees or expenses) that arise by reason of;
1. (a) Taxes or assessments that are not shown as existing liens by the 3. Easements, liens or encumbranccs, or claims thereof. not shown by
records of any taxing authority that levies taxes or assessments on the Public Records.
rea! property or by the Public Records; 4 Any encroachment, encumbrance, violation, variation, or adverse
(b) Proceedings by II public agency that may result in taxes or circumstance affecting the Title that would be disclosed by an
assessments, or notices of such proceedings, wIlether or not accurate and complete land survey oftbe Land and not slJOwn by the
shown by the records of such agency or by the Public; Records. Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public 5. (a) Unpatented mining claims; (b) reservations or exceptions in
Records but that could be ascertained by an inspectio.fl of the Land or patents or in Acts authorizing the issuance thereof; (c) water rights,
that may be asserted bypc:rsons in possession of the Land. claims or title to water, whether or not the matters excepted under (a),
(b), or (c) are shown by the Public Records.
AMERICAN LAND TITLE ASSOCIATION O'ffiER'S POLICY (10-17-92)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this
policy and tbe Company will nol pay Joss or damage, costs, attorneys' fees
or expenses which arise by reason of:
1. (a) Any Jaw, ordinam::e or governmental regulation (including but not
limited to building and zoning Jaws, ordinances, or regulations)
restricting, regulating. probibiting or relating to (i) the occupancy,
use, or enjoyment of the land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a cbange in the dimensions
or area of the land or any parcel of which t~ land is or was a
part; or (iv) environmental protection, or the effect of any
violation of these laws, ordinances or governmental regulations,
except to the extent thai a notice of the enforccment thereof or a
notice of a defect, licn or encumbrance resulting ftom a violation
or aIJeged vioJation affecting the land has been recorded in tbe
public records at Date of Policy.
(b) Any governmental police power not excluded hy (a) above,
except to the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbrance resulting from a violation
or alleged violation affecting the land has b~n recorded in the
public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has
b~n recorded in the public records at Date of Policy, but not
excJuding from coverage any taking whicJI has occurTCd prior to Date
of Policy which would be biDding on the rights of a purchaser for
valuc without knowledge.
3. Defects, liens, encumbrances, adverse claims or othcr matters;
(a) created, suffered, assumed or agreed to by the insun:d claimant;
(b) not known to the Company, not recorded in the public records at
Date of Policy, but known [0 the insured claimant and not
disclosed in writing to the Company by the insured claimant prior
to the da~ the insured claimant became an insured under this-
policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained
if the insured claimant had paid value for the estate or interest
insured by this polit:Y.
4. Any ciaim, which arises out of the transaction vesting in the insured
the estate or interest insured by this poJicy, by reason of the operation
of federal bankruptcy, state insolvency, or similar creditors' rights
laws, that is based on;
(i) the tnnsaction creating tbe estate or interest insured by this polky
being deellled a frauduJent conveyance or fraudulent transfer; or
(ii) the transat:tion creating the estate or intcrest insured hythis poIicy
being deemed a preferential transfer except where the preferential
transfcrresults ftomthe failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value
or a jUdgment or lien creditor.
TIle above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions tram Coverage, the Exceptions
ITom Coverage in a StaDdard Coverage Policy wiJJ also include the following Exceptions from Coverage;
EXCEPTIONS FROM COVERAGE
This policy docs not insure against loss or damage (and the Company wilJ not pay costs, attorneys' fees or expenses) which arise by rC3son of:
I. Taxes or assessments which are not shown as eJtisting liens by the 3. Easements, liens or encumbnnces, or claims thereo~ which are not
records of any taxing authority that Jevies taxes or assessments on rea] shown by the public records.
property or by the ~ublic records. Proceedings by a ~ublic agency 4. Discrepancies, contlicts in boundary lines, shortage in area.
which may result In taxes or assessments, or notices of such encroachments or any other facts which a correct survey wo Jd
proceeding~, whether or not shown by the records of such agency or disclose, and which are not shown by the public records. u
by the pubhc records.
.. '. 5. (a) Unpatented mining claims; (b) reservations or exceptions in
2. Any facts, nghts, Interests or clanns which are not sJ10wn by the patents or in Acts authorizing the issuance thereof- (c) water rights,
public records but which could be ascertained by an inspection of the claims or title to water whether or not the matters e~cepted under (a)
land or which may be asserted by persons in possession thereof. (b) or (c) are shown b; the public records. '
Attachment One (11-17.06)
ga.&."2~5
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
2006ALTA OWNER'S POLICY (06-]7-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded trom the Covmge of this
policy, and the Company will not pay Joss or damage, i:Osts, attorneys' fees,
or expenses that arise by J'!'.:a$on of;
1. (a) Any law, ordinance. permit, or governmental regulation
(including those relating to buiidillg and zoning) restrictmg,
regulating, prohibiting, or relating to
(J) the occupancy, \.Ise, or cr!.ioyment of the Land;
(ii) the cbaracter, dimensions, Of location of any improvement
erected on the Land;
(iii)the subdivisionofland; or
(iv) ~vironmenta] protection;
or the effect of any violation of these Jaws, ordinances, or
governmental regulations, This Exclusion lea) does not modify or
limit the coverage provided undcr Covcred Risk 5.
(b) Any governmcntaJ police power. This Exclusion l(b) does not
modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit
the COVmge provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse cJaims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
4.
(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 Imured Claimant
prior to the date the Insured Claimant became an Insuud under
this policy;
(c) resulting in 00 10$$ or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of PoHcy (however, this
does not modify or limit the coverage provided under Covered
Risk 9 and 10); or
(e) resulting in loss Of damage that would not have been sustained if
the Insured Claimant had paid value for the Title.
Any claim, by reason of the operation of federaJ 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 tTaudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9
ofthis policy.
Any lien on the Title for real estate taxes or assessments imposed by
governmental authority and created or attaching between Dale of
Policy and the dale of recording of the deed or other instrument of
ttansfer in the Public Records that vests Title as sbown in Scbedule A.
5.
The above policy form may be issued to afford either Standard Coverage or Extended Covenge. In addition to the above Exclusions nom Coverage, the Exceptions
frol"n Coverage in a Standard Coverage pelicy wiJJ also include tbe following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does lIot insure against loss or damage (and tbe Company will not pay cests, attorneys' fees or expel1ses) that arise by reason of:
1. (a) Taxes or assessments that are not shown as existing liens by tlie 3. Easements, liens or ~ncumbrances, or claims tJlereof, not shown by
records of any taxing authority that levies taxes or assessments on real the Public Records.
property or by tbe Public Records; (b) proceedings by a public agency 4. Any encroachment, encumbrance, violation, variation, or adverse
that may result in taxes or assessments, or notices of such circumstance affecting the Title that would be disclosed by an
proceedings, whether or not shown by the records of such agency or accurate and complete land survey of the Land and tJlat are not shown
by the Public Records. . by the Public Records.
2. Any facts, rights, interests, or ciaims that are not SJI0WI\ in the Public 5. (a) Unpatented mining claims; (b) reservations or exceptions in
Records but that couJd be ascertained by an inspection of the Land or patents or in Acts authorizing the issuance thereof; (c) waler rights,
that may be asserted by persOIlS in possession aftbe Land. claims or title to water, whether or not the matters excepted under (a),
(b), or (e) are shown by the Public Records.
CLTA HOMEOWNER'S POLICY OF TITLE ]NSURANCE (10-22-03)
ALTA HOMEOWNER'S POLICY OF TlTLE INSURANCE (10-22-03)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against Joss, costs, attorneys' fees, and expenses resulting from:
I. Governmental police power, and the. existence or violation of any law 8- a notice of exercising the right appears In the Public Records at
or government regulation. This includes ordinances, Jaws and the Policy Date; or
regulations concerning: b. the taking happened before the Policy Date and is binding on You
a. building if You bought the Land without Knowing of the taking.
b. zoning 4. Risks:
c. Land use: a. that are cs-eated, aUowed, or agreed to by You, whether or not
d. improvements on the Land they appear in the Public Records;
e. Land division b. that are Known to You al the Policy Date, but not to Us, unless
they appear in the Public Records at the Policy Date;
c. that result in no loss to You; or
d. that first occur after the Policy Date . this does not limit the
coverage described in Covered Risk 7, 8.d, 22, 23, 24 or 25.
Failure to pay value for Your Title..
Lack of a right
a. to any Land outside the area specifically described amI. referred to
in paragraph 3 ofScheduJe Ai and
b. in streets, alleys, or waterways that touch the Land.
This Exclusion does not Jimit the coverage described in Covered Risk I J or
18.
( environmentaJprotection
This Exclusion does not apply to violations or the enforcement of these
matters if notice of the violation or enforcement appears in the Public
Records attbc: Policy Dale
This Exclusion does not limit the coverage described in Covered Risk 14,
]5, ]6, J70r24.
2. The failure of Your existing structures, or any part of them, to be
constructed in accordance with appiicabJe building codes. 11,is
Exclusion does not apply to violations of buiJding codes jf notice of
the violation appears in the Public Records at thc Policy Date.
The right to take tJle Land by condemning it, unless:
3.
Attaclunent One (11-17-06)
~.['2'3 6
5.
6.
EXHIBIT "0" (Continued)
ATTACHMENT ONE
(CONTINUED)
LIMITATIONS ON COVERED RISKS
Your insuranc~ for the following Covered Risks is limited on the Owner's Covfmlge Staterne:nt as fenows:
For Covered Risk 14. J5, 16 and la, Your Deductible Amount and Our Ma>::imum Dollar Limit ofUability shown in Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A arc as fDHows:
Covered Risk 14:
Your DMuctible Amounf
l.QQ% of Policy Amount or S 2..jQQ"QQ
(whichever is less)
OUf Maximum Dollar
Limit nrT iability
S.1.Q.QQQJ!Q
COvered Risk J5:
1QQ% ofPoJicy Amount or S 5.000 00
(whichever is less)
$I..\.QQQ.QQ
Covered Risk 16;
LQQ% of Policy Amount or S.l.QQQ.QQ
(whichever is less)
$~
Covered Risk 18:
l..QQ% of Policy Amount or .$ 2..lQQJ!Q
(whichever is less)
$ >.JJ!JMQ
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10113/01)
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 whicil arise by reason of:
J. (a) Any law, ordinance or gov~rnmental regulation (including but not
limited to building and zoning Jaws, ordinances, or regulations)
restricting, regulating, prohibiting or relating to (i) tile occupancy,
use, or enjoyment of the Land; (ii) the character, dimensions or
location of any improvement now or hereafter erected on the
Land; (iii) a separation in ownership or a change in the
dim~nsions or ar~as of the Land or any parcel of which the Land
is or was a part; or (iv) environmental protection, or the effect of
any vioJation of these laws, ordinances or governmental
regulations, except to the extent that s notice of the enforcement
thereof or a notice of a defect, lien or encumbrance resuJting from
a violation Of alleged vioJation affecting the Land has been
recorded in the Public Records at Date of Policy. This exclusion
do~ not limit the coverage provided under Covered Risks ]2, J3,
14, and 16 of this poLicy.
(b) Any governmental police power not excluded by (a) above,
except to the extent that a notice of the exercise thereof or a
notice of a defect, lien or encumbrance resulting iTom a violation
or aUege:d violation affecting the Land has been recorded in the
Public Records at Date of P(Jlicy. This exclusion does not limit
the coverage provided under Covered Risks J2, 13, 14, and 16 of
this policy.
2. Rights of eminent domain unless notice of the exercise thereof has
b~en recorded in the Public Records at Date of Policy, but not
excluding from coverage any taking which has occurred prior to Date
of PoJicy which wouJd be binding on the rights of a purchaser for
vaJue without Knowledge.
3, Defects, liens, encumbrances, adverse claims (Jr other matters:
(a) created, suffered, assumed or agreed to by the Insured. Claimant;
(b) not Known to the Company, not rcc(Jrded in the Public Rec.ords at
Date of Policy, but Known to the Insured Claimant aIJd 001
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 los$ or damage to the Insured Claimant;
Attachment One (11.17-06)
(d) attaching or created subsequent to Date of Policy (this paragraph
does not limit the coverage provided under Covered Risks 8, 16,
J 8, 19, 20, 21, 22, 23, 24, 25 and 26); or
(e) resulting in loss or damage which would not have been sustained
if the Insured CJaimant had paid value for-the Insured Mortgage.
4. Unenforceability of the lien (Jf the Insured Mortgage becatlSe of the
inability or failure of the Insured at Date of POJicy, or the inability or
failure of any subsequent owner of the indebtedness, to comply with
applicable doing business laws of the state in which the Land is
situated.
s. Invalidity or unenforceabiJity of the lien of the Insu~ Mortgage, or
claim thereof. which arises out of the transaction evidenced by the
Insured Mortgage and is based Upon usury, except as provided in
Covered Risk 27, or any consumer credit protection or truth in lending
law.
6. Real property taxes or assessments of any governmental authority
which become a lien on the Land subsequent to Date of Policy. This
exclusion does not limit ilie Coverage provided under Covered Risks
7,8(e)and26.
7. Any claim of invalidity. unenforc.eability or lack of priority of the liCII
of the Insured Mortgage as to advances or modifications made after
the Insured has Knowledge that the vestee shown in Schedule A is no
longer the owner of the estate or interest covered by this policy. This
excJusion does not limit the coverage pr(Jvided in Covered Risk 8.
8. Lack of priority of the lien of the Insured Mortgage as fO each and
every advance made after Date of Policy, and a11 interest charged
thereon, over liens, encumbrances and other matters affecting the title,
the existence of which are Known to the Insured at.
(a) The lime of the advant;e; or
(b) The time a modification is made to tbe tenns of the Insured
Mortgage which changes the rate of interest chuged, if the rate of
Interest is greater as a resuJt of the modification than it would
have been before the modification. This exclusion does not limit
the coverage provided in Covered Risk 8.
9. The faiJure of the residential structure, or any portion thereof to have
been constructed before, on or after Date of Policy in accordance with
applicable buiJding c(Jdes. This excJusion does Dot apply to violations
(Jf building codes if notice of the violation appears in tile Public
Records at Date ofPoJicy.
~""~37
EXHffilT "0" (Continued)
(continued)
NOTICE
You may be entitled to receive a $20.00 discount on escrow services if you purchased, sold or refmanced
residential property in California between May 19, 1995 and November 1, 2002. If you had more than one
qualifying transaction, you may be entitled to multiple discounts.
If your previous transaction involved the same property that is the subject of your current transaction, you
do not have to do anything; the Company will provide the discount, provided you are paying for escrow
or title services in this transaction.
If your previous transaction involved property different trom the property that is subject of your current
transaction, you must - prior to the close of the current transaction - inform the Company of the earlier
transaction, provide the address of the property involved in the previous transaction, and the date or
approximate date that the escrow closed to be eligible for the discount.
Unless you inform the Company of the prior transaction on property that is not the subject of this
transaction, the Company has no obligation to conduct an investigation to determine if you qualify for a
discount. If you provide the Company information concerning a prior transaction, the Company is
required to determine if you qualify for a discount which is subject to other terms and conditions.
Attachment One (I 1-17-06)
!J~~8
EXHIBIT "P"
VILLAGE TWO
LAND USE PLAN
Developable Acres Per
Substantial Conformance Average Home Estimated
V2 Sin21e Family 12113/07 No.ofLots Lot Size Sq.Ft. Sales Price
R-4-Sunrise 41.4 27 60/65 x 105 3,713 $682,686
R-4-PCC See Above 71 60/65 x 105 3,713 $682,686
R-5-Sunrise 15.5 35 34 x 85 2,300 $415,900
R-6-Sunrise 11.5 7 55 x 92 2,900 $540,900
R-8-Sunrise 7.7 50 55 x 92 2,900 $540,900
R-9-PCC 14.4 45 40 x 95 2,789 $460,811
R-15-PCC 6.2 21 50 x 85 2,514 $473,233
R-17-Sunrise 13.6 75 34 x 85 2,300 $415,900
R-18A-PCC 11.1 32 50 x 85 3,076 $504,025
R-19-PCC 10.8 33 40 x 95 2,789 $460,811
R-20-Sunrise 19.5 54 60 x 105 3,713 $682,686
R-21-PCC 21.6 15 70/80 x 125 4,500 $820,900
R-25A-PCC 4.5 34 40 x 95 2,789 $460,811
R-26-Sunrise 9 29 34 x 85 2,300 $415,900
Total SinKle Family 186.8 528
Page 218
3-239
EXHIBIT "P" (Continued)
VILLAGE TWO
LAND USE PLAN
Developable Acres Per
Substantial Conformance No. of Average Home Estimated Sales
V2 Multi-Family 12/13/07 Lots Lot Size Sq. Ft. Price
R-lO-PCC 3.4 51 2,055 $326,312
R-I1-PCC 9.8 146 1,713 $339,683
R-12-Suurise 23.6 325 Future Auuexable
R-13-PCC 10.4 76 1,713 $339,683
R-13-PCC See above 61 1,796 $360,785
R -14-Suurise 9.1 165 1,380 $275,000
R-16-PCC 2.5 35 2,048 $326,043
R-27-Suurise 7.5 80 1,713 $339,683
Total Multi-Family 66.3 939
Developable Acres Per
V2 Mixed Substantial Conformance No. of
Use/Commercial 12/13/07 Lots
MU-I-Montecito 1.8 10 Future Auuexable
MU-2-Montecito 2.4 12 Future Armexable
MU-3-Montecito 4.3 38 Future Auuexable
C-I Commercial 12.5 Future Annexable
Total Mixed UselC 11 60
Total Village Two 174.10 1,517
Based on developable acres as reflected on the approved Tentative Map.
Page 219
3-240
EXHmIT "Q"
VILLAGE TWO
Absorption
A. of September 2009
Area Single Family DU, Jan-D9 Feb.09 Mar_a9 Apr-09 May-09 JUn-09 Jul-09 Aug-09 Sep-09 Oct-09 Nuv-09 Dec-U9 2009
West R-4-PCC 71 - -
West R-4-Sunrise 27 - - - - - >,
North R-.'i.Sunrise 35 - - - 2, ~
North R-6-Sunrise 7 - - -
North R-8-Sunrise SO -
North R-9-PCC 45 - - -
Eo" R-ts-pcc 21 - - -
South R-17-Sunrise 7S - ..:c
Soulh R-18A pee J2 -
South R-19-PCC 33 - -
South R2O--Sunrise 54 - - - - -
South R-2l-PCC 15 - - -
South R-25A-PCC 34 - - -
South R-26-Sunrise 29 - -
Total 52' - - - - - - - -
- -
Total
Multi-Famll DU, Jan-09 Feb.09 Mar_09 A r-09 Mav-09 Jun-D9 Jul.f)9 AUI!:-09 S -09 Oct-09 Nov-09 Dec..09 2009
North R-IO-PCC 51 - -
( North R-11-PCC 146 - ~ --
I Eo" R-J2-Sunrise 32S - - -
" East R-13-PCC 76 - - 4 4
+ Eo" R-B-PCC 61 - - - 3 - 3
East R-14-Sunrise 165 - -
South R.16-PCC 35 - - -
South R-27-Sunrise 80 - -
Total 939 - - - - - - - 7 - 7
- - 7
Mixed Use DU, Jan-09 "'cb-U9 Mar-09 ADr-09 MII-09 JUn-09 Jul-09 AUI!'-09 S, 0' Oct-O!J Noy-O!J Dec.09 200!J
South MU-I 10
Eo" MU-2 Commercial 12 -
East MU-] Commercial J8 - -
Total 60 - - - - - - -
1527 -
IIartt!rl ,lIb.wI" lion
A"",iaIAb~'or lioi,
7
7
7
Page 220
g:\Gdrive docs\Mora\Cash Flow, Fees, Misc. Refmb\Fees\Village Two Fee Budgels\Fee ScheduleslFee Schedule-CFD Applicalion-October.xlsx,Fee Schedule-CFD Application-Oc{ober.xlsx,Absorplion
12/14/2009
EXHIBIT "Q"
VILLAGE TWO
Absorption
As of September 2009
Area Single Family DU, Jan-IO Feb.l0 MarwIO Apt-IO May_IO Jun-IO Jul.l0 Aug-IO Sep-IO Oct-tO Nov-IO Dei:-lO 2010
West R-4-PCC 71 - - - -
West R-4-Sunrise 27 - - -
North R-5-Sunrise 35 - - -
North R-6-Sunrise 7 - - - -
North R-8-Sunrise 50 - - - 3 3
North R-9-PCC 45 - 3 3
"", R-15-PCC 21 - - - 10 10
South R-17-Sunrise 75 - - - -
South R-18A-PCC J2 - - - ,
South R-19-PCC JJ - -
South R2Q-Sunrise 54 - -
South R-21-PCC 15 - - -
South R-2SA-PCC 34 - -
Soulh R-26-Sunrise 29 - - - - - -
Total 528 - - - - 3 - - .. 3 16
- 3 13
Total
Multi-Family DU, J30-10 Feb-tO Mar-lQ Apr-tO May_IO Jun-IO Jul-IO AUj!-tO Sep-IO Oct-to Nov-tO Dee-IO 2010
North R-1O-PCe 51 - - - - -
~orth R-11-PCC 146 - - -
~t R-I2-Sunrise 325 - - 28S 288
r ," R-13-PCC 76 9 \I - - 20
,I R-B-PCe 61 9 \I 20
, -East R-14-Suurise 165 8 40 - 40 88
Soulh R-16-PCC 35 - - -
South R-27-Sunrise 80 - -
Total '39 18 8 - 4. 22 - 4. 288 416
18 4S 22 328
Mh:edUsc DU, Jan-IO l<'eb-10 M:u-IO Apr-IO May-tO Jun-IO Jul-IO AU2-IO Sep-IO Oct-IO Noy-IO Dec-ID 2010
South MU-I 10 - -
"'" MU 2 Commerci1ll 12 - -
"'" MU-J Commerci1ll J8
Total 6. - - - - -
t 527
/torte" 'Abs"r tin"
A,;""nIAh.f(lr ri(ln
IH
4H
25
34/
432
432
Page 221
g:\Gdrive docs\Mora\Cash Flow, Fees, Misc. Reimb\FeesWiUage Two Fee Budgels\Fee Schedules\Fee Schedule-CFQ Appllcalion-October.xlsx,Fee Schedule-CFO Application-Oclober.xlsx,Absorption
12114/2009
EXHIBIT "Q"
VILLAGE TWO
Absorption
As of September 2009
Area Si!!;!eFamlly DU, Jallo-ll Feb-II Mar-II Apr-It May_ll Jun-l1 Jul-ll A.!!l:!l Sep-Il Otl-ll Nov-ll Dec--lI 2011
West R-4-PCC 71 - - - 3 3
West R-4-Sunrise 27 - -
North R-5-Sunrise 35 - - - 11 ]]
North R-6-Sunrise 7 - - -
Nor!h R-&-.Sunrise 50 12 12 24
North R-9-PCC 45 10 - - 10 - 20
East R-15-PCC 21 - II - - II
South R-17-Sunrise 75 - -
South R-18A-PCC 32 - - - 12 - 12
South R-19-PCC 33 - -
South R20-Sunrise 54 -
South R-21-PCC 15 - -
South R-25A-PCC 34 - - -
South R-26-Sunrise 29 - - - -
Total 528 ,. 12 11 12 I. 15 11 - - "
I. 23 37 11
TOlal
Multi-Famll DU, Jan-II Feb-ll Mar-l1 Anr-l] Mav-II Jun-If Jul-l1 Au -11 Sen-l1 Oct-II Nov-ll Dee-It 2011
North R-IO-PCC 51 8 - - ]4 - 22
~rth R IJ-PCC ]46 3 3
.." R-ll-Sunrise 325 - - 37 37
," R-13-PCC 76 12 - 12 24
,,' R-13.PCC 61 ]4 - - - - 13 - 27
"'l:!!lsl R-14-Sunrise 165 40 37 - - - 77
South R-16.PCC 35 - - -
South R-27.Sunrise 80 - -
Total 939 12 54 - . - 37 - 12 - .7 190
.. 45 12 67
Mixed Use DU, Jan_l1 Feb-1I Mar-ll Anr-tI Ma-l1 Jun-Il Jul-II AID81 Sen-II Oct-II Nov-II I>cc-11 2011
South MU-I 10
.." MU-2 Commercial 12
.." MU.3 Commercial 38
Total ..
1527 -
lIarter/ Abjor dOlI
A/I""il(Ab.~"r tim.
76
68
49
78
27J
27J
Page 222
g;\Gdrtve docs\Mora\Cash Flow, Fees, Misc. Reimb\Fees\ViUage Two Fee Budgels\Fee Schedules\Fee Schedule-CFD Appllcation-October.xlsx,Fee Schedu!e-CFD Applicatlon-October,xlsx,Absorption
12/14/2009
EXHIBIT "Q"
VILLAGE TWO
Absorption
As of September 2009
Area Single Familv DU, Jan-12 Feb-12 Mar-12 Apr_12 May~I2 Jlln~12 Jul-I2 Aug-12 Sep-12 Oct.12 Nov-12 Dee-12 2012 2012 ProJed
West R-4-PCC 71 10 9 19 49 71
West R-4-Sunrise 27 - - 3 - 12 - 12 27 27
North R-5-Sunrise J5 12 12 24 35
North R-6-Sunr1se 7 - 7 7 - 7
North R-8 Sunrise '0 12 11 23 50
North R-9PCC 45 - 11 - 11 22 45
Eo" R-15-PCC 21 - - 21
Soulh R-17-Sunrise 75 - - - 75 75
South R-18A-PCC 32 12 s - 20 - 32
South R-19-PCC J3 - - 33 33
South RlO-Sullrise 54 - - - 54 54
South R-21-PCC " J 12 - - - " 15
Soulh R-2SA-PCC 34 - - - 34 34
Soulh R-26-Sunrise 29 - - 29 2.
Total 52S 12 14 2S 12 12 II 12 - II 4S - 157 274 528~
51 35 23 4S
Total
Beyond
Total
Multi-Familv DU, Jan-12 Feb-12 Mar-IZ Apr-12 Mav-12 Juu-12 JuJ-12 Au -12 Se -12 Oct-12 Nov-J2 Dee-12 2012 2012
North R IO-PCC 51 15 - 14 29 - 51
orth R-I1-PCC 14' 24 24 - 48 " 14'
East R-12~Sunrise J25 - 325
"'" R-13-PCC 76 8 - 20 28 76
,,' R-13-PCC 61 11 - - 11 61
t R-14-Sunrise "5 165
South R-16.PCC J5 - J5 35
South R 27-Sunrise 80 8 J6 J6 80 80
Total 939 32 2J 11 - J6 20 3S , 3. 19' 130 9391
55 47 58 J6
Beyond
Mixed Use DU, J:UI-12 Fcb-I2 Mar-I2 Apr-12 Mav-12 Jun-12 Jul-IZ Au -12 Sen-12 Oct-12 Nov-lZ Dee-12 2012 2012
Soulh MU-I 10 to 10
"'" MU-2 Commercial 12 12 11
East MU.3 Commercial J8 J8 38
Total 60 - .0 ..
1527 -
Beyond
"u"er! Ab.,.or tio,".
Al/llllnIAb:,;nr 1;0"
J()ff
82
8/
84
353
353
464
Page 223
g:\Gdrive docs\MoralCash Flow, Fees, Misc. ReimblFees\VIUage Two Fee Budgels\Fee Schedules\Fee Schedule-CFD Application-OClober.xlsx,Fee Schedule-CFD Applicalion-october.xlsx,Absorptlon
12/14/2009
THE A TT ACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Dated: I ! -)11 ( ('J
I I I
COMMUNITY FACILITIES DISTRICT\
ADVANCE DEPOSIT AND REIMBURSEMENT AGREEMENT
BETWEEN THE CITY OF CHULA VISTA AND
BALDWIN & SONS, LLC
3-245
41Tlla-I!1II{}ff 3
COMMUNITY FACILITIES DISTRICT
ADVANCE DEPOSIT AND REIMBURSEMENT AGREEMENT
(Baldwin & Sons, LLC)
THIS ADVANCE DEPOSIT AND REIMBURSEMENT AGREEMENT is made and entered
into this _ day of ,2010 (the "Agreement"), by and between the CITY OF CHULA
VISTA, a charter city ("City"), and BALDWIN & SONS, LLC, a California limited liability company
("Applicant").
RECITALS
A. The Applicant has made application with the City to request that the City initiate proceedings under
the provisions of the "Mello-Roos Community Facilities Act of 1982," as amended (Government
Code Section 53311 and following) (the "Mello-Roos Act"), to form a community facilities district
(the "Community Facilities District") to finance the acquisition and/or construction of certain public
improvements. The construction of such public improvements is required as a precondition to the
development of properties owned and/or to be developed by the Applicant or affiliates of the
Applicant within portions of Village Two of the Otay Ranch ("Affiliates").
B. Applicant represents that Applicant has the legal authority to enter into this Agreement for and on
behalf of the Affiliates to facilitate the filing by the Applicant of the application to form the
Community Facilities District.
C. Applicant agrees to advance funds to the City for the payment of all initial consulting and
administration costs and expenses related to the proceedings to consider the formation of the
Community Facilities District and to subsequently authorize, issue and sell bonds for the Community
Facilities District (the "Proceedings"). Such monies shall be subject to reimbursement or credit
pursuant to the provisions of this Agreement upon the successful sale of bonds for the Community
Facilities District and the receipt by the City of the proceeds of such bonds.
D. The parties hereto wish to enter into an Agreement to memorialize the terms and conditions pursuant
to which Applicant shall advance monies and the monies so advanced may, subject to certain
conditions contained herein, be reimbursed or credited against future special tax obligations.
AGREEMENT
The parties hereto, for mutual consideration, agree as follows:
SECTION I. Advances.
A. Applicant shall advance monies to the City in such amounts and at such times as specified
below to pay all costs and expenses incurred by the City in undertaking the Proceedings (except
those costs and expenses which are contingent upon the issuance of bonds for the Community
SDPUB\ WDIVEN\3 88029.3
1
3-246
Facilities District and payable solely from the proceeds of such bonds), including without limitation,
the following:
1. Special Tax Consultant services;
2. Bond counsel services;
3. Financial advisory services;
4. Appraisal and market absorption services; and
5. City staff and City Attorney time.
All such costs and expenses are collectively referred to as the "Formation and Issuance Costs."
B. Advances shall be made to the City pursuant to the following schedule:
1. Applicant shall advance the amount of $165,000, receipt of which is hereby
acknowledged by the City.
2. Ifmonies in addition to the initial advance are necessary to pay for the Formation and
Issuance Costs, the City shall as necessary and from time to time make written demand upon
Applicant and Applicant shall immediately thereafter, within five (5) working days, deposit
said monies with the City to pay for the balance of the F ormation and Issuance Costs. If such
additional monies are not timely received, all Proceedings shall, at the option of the City, be
suspended until such monies are received.
SECTION 2. Records. The City agrees to keep records consistent with its regular accounting practices of
the amount of monies advanced and the expenditure of such monies. Additionally, the City shall enter into
and maintain contracts with all consultants that shall specify the scope of services and compensation to be
paid to all such consultants. Such records and contracts shall be available for review by the Applicant during
normal business hours upon reasonable notice to the City.
SECTION 3. Reimbursement. If the Community Facilities District is formed, Applicant may elect among
the following options for the reimbursement of monies advanced pursuant to this Agreement:
A. All monies advanced shall be reimbursed in cash solely from bond proceeds;
B. All monies advanced shall be applied as a credit upon the special taxes to be levied against
properties then owned by the Applicant; or
C. A combination ofthe above.
If the Proceedings to form the Community Facilities District are not completed and are abandoned for
any reason at any time prior to the successful sale of bonds or the Community Facilities District is unable for
any reason to issue or sell the bonds, there will be no obligation on the part of the City or the Community
SDPUBI WDIVEN\3 88029.3
2
3-247
Facilities District to reimburse Applicant for any monies previously advanced pursuant to this Agreement;
provided, however, the City does agree to return to Applicant any monies previously advanced which remain
on deposit with the City and which the City determines are in excess of the amount necessary to pay for any
outstanding Formation and Issuance Costs previously incurred by the City.
SECTION 4. Ownership of Documents. All appraisals, market absorption studies, special tax pro formas
and other documentation as prepared as a part of the Proceedings shall become the property of the City,
regardless as to whether the Community Facilities District is actually formed.
SECTION 5. No Obligation to Form Community Facilities District. Applicant acknowledges that the
decision of the City Council to form the Community Facilities District is an exercise of the legislative
authority of the City Council and that the City may not enter into a contract to obligate the City Council to
exercise its legislative discretion in a particular manner. This Agreement does not, therefore, in any way
create a contractual, legal or equitable obligation of or commitment by the City to approve the formation of
the Community Facilities District. The City expressly reserves the right to abandon the Proceedings for any
reason at any time prior to the completion thereof. Should Applicant desire to abandon the Proceedings,
Applicant shall provide written notification of such desire to the City and request the City to immediately
terminate all consulting agreements and use all efforts to minimize any and all Formation and Issuance
Costs.
SECTION 6. Land Use Approvals. The City has, as required by Government Code Section 53312.7,
adopted local goals and policies concerning the use of the Mello-Roos Act (the "Goals and Policies") as a
precondition to the initiation of proceedings as a precondition to the initiation of proceedings to establish
community facilities districts pursuant to such act. Such Goals and Policies provide in pertinent part as
follows:
"It is the policy of the City Council in granting approval for development
such as zoning, specific plan or subdivision approval to grant such approval
as a part of the City's ongoing plarming and land use approval process. In
granting such approval, the City reserves such rights as may be permitted by
law to modify such approvals in the future as the City Council determines the
public health, safety, welfare and interest may require. Such approval when
granted is subject to a condition that the construction of any part of the
development does not, standing alone, grant any rights to complete the
development of the remainder of such development. Construction of public
improvements to serve undeveloped land financed through a community
facilities district shall not vest any rights to the then existing land use
approvals for the property assessed for such improvements or to any
particular level, type or intensity of development or use. Applicants for a
Development Related CFD must include an express acknowledgment of this
policy and shall expressly waive on their behalf and on behalf of their
successors and assigns any cause of action at law or in equity including, but
not limited to, taking or damaging of property, for reassessment of property
or denial of any right protected by USC Section 1983 which might be
SDPUBIWDlVENl388029.3
3
3-248
applicable to the properties to be assessed." (the foregoing is described as the
"Land Use Approval Policy")
In order to satisfY the foregoing requirements of the Land Use Policy, Applicant expressly acknowledges
such policy and expressly waives on its own behalf and on behalf of all Affiliates, successors and assigns any
cause of action at law or in equity including, but not limited to, taking or damaging of property, for
reassessment of property or denial of any right protected by USC Section 1983 which might be applicable to
the properties to be assessed.
The parties agree that nothing contained in the Land Use Approval Policy above or the Applicant's waiver in
the preceding paragraph is intended to divest, alter or amend or shall divest, alter or amend Applicant's
development rights granted pursuant to any development agreement entered into pursuant to Government
Code Section 65864 et seq.
SECTION 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECTION 8. Authority to Execute Agreement. The City and the Applicant represent that the individuals
signing this Agreement have full right and authority to bind their respective parties to this Agreement.
SECTION 9 Best Efforts. The parties promise to use their best efforts to satisfY all conditions to this
Agreement and to take all further steps and execute all further documents reasonably necessary to put this
Agreement into effect.
SECTION 10. Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the
respective parties and their respective heirs, legal representatives, successors and assigns. Applicant may not
assign its rights or obligations hereunder except upon written notice to City within ten (10) days of the date
of such assignment indicating the name and address of the assignee. Upon such notice and the assumption by
the assignee in writing delivered to the City of the rights, duties and obligations of the Applicant arising
under or from this Agreement, Applicant shall be released for all future duties or obligations arising under or
from this Agreement.
SECTION II. Singular and Plural; Gender. Whenever used herein, the singular number shall include the
plural, the plural number shall include the singular, and the masculine feminine or neuter gender shall
include the others whenever the context of the Agreement so indicates.
SECTION 12. Entire Agreement. This Agreement contains the entire Agreement between the parties
hereto with respect to the subject matter hereof. This Agreement may not be altered, modified or amended
except by an instrument in writing executed by all of the parties.
SECTION 13. Governing Law. This Agreement has been executed in and shall be governed by the laws of
the State of California.
SECTION 14. Construction. This Agreement has been reviewed by legal counsel for both the City and the
Applicant and shall be deemed for all purposes to have been jointly drafted by the City and the Applicant.
SDPUBI WDIVEN\388029.3
4
3-249
No presumption or rule that ambiguities shall be construed against the drafting party shall apply to the
interpretation or enforcement of this Agreement. The language in all parts of this Agreement, in all cases,
shall be construed as a whole and in accordance with its fair meaning and not strictly for or against any party
and consistent with the provisions hereof, in order to achieve the objectives of the parties hereunder. The
captions of the sections and subsections of this Agreement are for convenience only and shall not be
considered or referred to in resolving questions of construction.
SECTION 15. Severability. In the event that anyone or more of the provisions of this Agreement that is or
are material to the entering into this Agreement by either Applicant or the City shall for any reason be held to
be unenforceable in any material respect by a court of competent jurisdiction, Applicant and the City may
mutually agree that such unenforceability shall not affect any other provision of this Agreement, and that this
Agreement shall be construed as if such unenforceable provision or provisions had never been contained
herein. If Applicant and the City fail to so mutually agree, this Agreement shall terminate, without penalty to
either party, after the giving by one party of thirty (30) days' prior written notice to the other party. In such
event, the City shall use all efforts to minimize any and all Formation and Issuance Costs and shall return to
Applicant any monies previously advanced which remain on deposit with the City and which the City
determines are in excess ofthe amount necessary to pay for any outstanding Formation and Issuance Costs
previously incurred by the City.
SECTION 16. Notices. All notices and demands shall be given in writing by personal delivery or first-class
mail, postage prepaid. Notices shall be addressed as appears below for the respective party; provided that, if
any party gives notice of a change of name of address, notices to the giver of that notice shall thereafter be
given as demanded in that notice. Notices shall be deemed received seventy-two (72) hours after deposit in
the United States mail.
CITY:
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Manager
APPLICANT:
BALDWIN & SONS, LLC
610 West Ash Street, Suite 1500
San Diego, CA 92101
Attention: Mora de Murguia
SECTION 17. Time of the Essence. Time is of the essence in the performance of the parties respective
obligations herein contained.
SECTION 18. Waiver. The waiver by one party of the performance of any covenant, condition or promise
shall not invalidate this Agreement, nor shall it be considered a waiver by such party of any other covenant,
condition or promise. The waiver by either or both parties of the time for performing any act shall not
constitute a waiver of the time for performing any other act or an identical act required to be performed at a
later time. The exercise of any remedy provided in this Agreement shall not be a waiver of any consistent
SDPUBI WDIVEN\388029.J
5
3-250
remedy provided by law, and any provision of this Agreement for any remedy shall not exclude other
consistent remedies unless they are expressly excluded.
SECTION 19. Amendment. No provision of this Agreement may be modified, waived, amended or added
to except by a writing signed by the party against which the enforcement of such modification, waiver,
amendment or addition is or may be sought.
SECTION 20. Hold Harmless. Applicant shall defend, indemnifY, protect and hold harmless the City, its
elected officials and appointed officers, employees and consultants retained for purposes other than
formation of the Community Facilities District, from and against all claims for damages, liability, cost and
expense (including without limitation attorneys' fees) arising directly or indirectly out of the waiver by the
City Council ofthe City's procedures for the selection of any of the consultants identified in Section 1. and
retained by the City to assist in undertaking the Proceedings. Applicant's indemnification shall include any
and all costs, expenses, attorneys' fees and liability incurred by the City, its officers, employees or
consultants retained for purposes other than formation of the Community Facilities District in defending
against such claims, whether the same proceed to judgment or not. Further, Applicant at its own expense
shall, upon written request by the City, defend any such suit or action brought against the City, its officers,
employees or consultants retained for purposes other than formation of the Community Facilities District.
Applicant's indemnification of City shall not be limited by any prior or subsequent declaration by the
consultant.
[Remainder of this page intentionally left blank.]
SOPUBI WOIVENI388029.J
6
3-251
Signature Page
to
Community Facilities District Reimbursement Agreement
between
the City of Chula Vista
and
Baldwin & Sons, LLC
IN WITNESS WHEREOF, City and Applicant have executed this Agreement thereby indicating that they
have read and understood same, and indicate their full and complete consent to its tenns.
CITY OF CHULA VISTA
By:
City Manager
Attest:
City Clerk
Approved as to Fonn:
City Attorney
CityofChula Vista
BALDWIN & SONS, LLC, a California limited
liability company
By:
~;U{
--,
SDPUBIWDIVEN\388029.J
7
3-252
,A 11 AGH MEN I L\
THE OTAY RANCH COMPANY
VILLAGE 2
Eligible Facilities
Cost Estimate Summary of Baldwin & Sons Constructed Facilities
As of December 2009
Facility
TDIF
Eligible
Total Cost
Non-TDIF
Eligible
Total
TDIF Roads
Heritage Road
Heritage Road North and South wlTraffic Signal and Modification
Other
Rock Mountain Road - from Heritage to La Media (Grading, SD, Imp., Slope & Streetscape)
Environmental Mitigation (Allowance until cost estimates are available)
38,418,974 3,388,895
25,238,875 3,000,000
1,500,000 0
Total TDIF Roads 65,157,849 6,388,895
Estimated TDIF Cap 15,250,165 6,388,895
41,807,,1169
28,238,875
J ,500,000
71,546.744
21,639,060
M
It)
N
I
M
Public Facilities and Pedestrian Bridges
Facilities to be funded by Public Facilities Development Impact Fee
Facilities to be Cunded by Pedestrian Bridge Fee (Does not include RJO's DIF amount of $119,628)
Total Estimated Facilities and Ped Bridge
o
o
o
o
2,444,356
2,444,356
o
2,444,356
2,444,356
Non-TDIF Backbone Roads and Slopes
East
Backbone Roads (Santa Diana, Santa Victoria, State Street, Santa Victoria, Anapamu)
Turn Pkt./Signal Mod. @S. Venetia/Oly. Pkwy and Decorative Ped. lights along S, Venetia
Perimeter Wall
Perimeter Slope
0 9,122,311 9,122,311
0 277,135 277,135
0 538,474 538,474
0 3,345,266 3,345,266
0 6,689,457 6,689,457
0 555,601 555,601
North
Backbone Roads (Santa Diana/Santa Carolina, Santa Christina, Santa Victoria, Santa Mason)
Backbone Roads Continued (Santa Ivy, Santa Alexia, Santa Victoria)
Perimeter Wall
THE OTA Y RANCH COMPANY
VILLAGE 2
Eligible Facilities
Cost Estimate Summary of Baldwin & Sons Constructed Facilities
As of December 2009
Facility
Perimeter Slope
South
Backbone Roads (Santa Victoria, Santa Liza, Santa Carolina, Santa Christina, Santa Ivy, Santa Alexia)
Perimeter WaD
Perimeter Slope
West
Backbone Roads (Santa Victoria)
Perimeter Wall
Perimeter Slope
Total Non~TDJF Backbone Roads, Perimeter Walls, and Slopes
Other Potential Facilities-Low Priorities to be funded only if bonding capacity is available
Facilities to be funded by Park Fee
City of San Diego Pipeline relocation
Total Cost
TDIF Non-TDIF
Eligible Eligible Total
0 1,854,190 1,854,190
0 4,796,899 4,796,899
0 531,867 531,867
0 887,655 887,655
0 6,037,728 6,037,728 "'"
0 690,425 690,425 I/)
N
0 1,811,284 1,811,284 I
0 37,138,293 37,138,293 C')
0 5,995,244 5,995,244
0 7,000,000 7,000,000
0 12,995,244 12,995,244
15,250,165 58,966,788 74,216.953
Total Cost Estiinate with TDIF Cap
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING THE INITIATION OF
PROCEEDINGS TO CONSIDER THE FORMATION OF
PROPOSED COMMUNITY FACILITIES DISTRICT NO. 15 - I
(OTA Y RANCH - VILLAGE TWO) FOR A PORTION OF
VILLAGE TWO OF THE OT A Y RANCH AND APPROVING THE
ASSOCIATED ADVANCE DEPOSIT AND REIMBURSEMENT
AGREEMENT AND AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID AGREEMENT
WHEREAS, the CITY OF CHULA VISTA, CALIFORNIA, has been presented with and has
received an application from Baldwin & Sons, LLC, a California limited liability company (the
"Applicant"), requesting that this City Council initiate proceedings pursuant to the Mello-Roos
Community Facilities Act of 1982, as amended (Government Code Section 53311 and following)
(the "Act") to form a community facilities district preliminarily designated as Community Facilities
District No. 15-1 (Otay Ranch Village Two) (the "District") for the purpose of financing all or a
portion of the cost of the acquisition of certain public facilities necessary to serve proposed
development within the District; and
WHEREAS, the Applicant has requested that the District encompass that territory within
Village Two of the Otay Ranch owned by and to be developed by affiliates of the Applicant and
comprising approximately 233 non-contiguous acres within Village Two; and
WHEREAS, such application has, as required by the City ofChula Vista Statement of Goals
and Policies Regarding the Establishment of Community Facilities District (the "Goals and
Policies") previously adopted by this City Council, been reviewed by the community facilities
district application review committee (the "Review Committee") designated in such Goals and
Policies; and
WHEREAS, based upon such review and pursuant to the Goals and Policies, the City
Manager has recommended that this City Council accept the report of the Review Committee and
authorize the initiation of proceedings to consider the formation of the District subject to subsequent
compliance of the proposed District with the Goals and Policies, including without limitation, the
improvements proposed to be financed through the District, the financial feasibility of the District
and the development of the property within the District; and
WHEREAS, the Community Facilities Advance Deposit and Reimbursement Agreement (the
"Reimbursement Agreement") pursuant to which the Applicant has agreed to advance funds to the
City to pay for all costs incurred by the City in undertaking the proceedings to consider the formation
of the District and the issuance of Bond by the District has been presented to this City Council for its
consideration.
3-255
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
SECTION I. The above recitals are all true and correct.
SECTION 2. This City Council hereby accepts the report of the Review Committee.
SECTION 3. This City Council hereby authorizes the initiation of proceedings to consider
the formation of the District as requested by the Applicant subject to all requirements ofthe Act and
the Goals and Policies.
The decision of this City Council to form the District is an exercise of the legislative
authority ofthis City Council. The adoption of this Resolution does not, therefore, obligate this City
Council to exercise its legislative discretion in a particular marmer. This Resolution does not in any
way create a contractual, legal or equitable obligation of or commitment by this City Council to
approve the formation of the District. This City Council expressly reserves the right to abandon the
proceedings to consider the formation of the District for any reason at any time prior to the
completion thereof.
SECTION 4. The Reimbursement Agreement by and between the City and the Applicant is
hereby approved. The City Manager is hereby authorized to execute such agreement for and on
behalf of the City with such changes thereto as such officer, following consultation with the City
Attorney, deem to be in the best interests of the City.
SECTION 5. This Resolution shall become effective upon its adoption.
Presented by
Approved as to form by
~ ~ VcA- ~tt-
Bart C. Miesfeld
City Attorney
Gary Halbert, AICP, PE
Deputy City Manager/Development
Services Director
3-256