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HomeMy WebLinkAboutFinal Tract Map No. 17239 for the Truewind Subdivision by TR S /S '-7� Dept. ID PL 1�4 6 PagIof 2 Meeting Date:4/21/2014 , CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 4/21/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Scott Hess, AICP, Director of Planning and Building SUBJECT: Approve Final Tract Map No. 17239 for the Truewind Subdivision by TRI Pointe Homes at 9191 Pioneer Drive (former Wardlow School Site) Statement of Issue: Transmitted for your consideration is Final Tract Map No. 17239 for the Truewind Subdivision by TRI Pointe Homes located at 9191 Pioneer Drive (north side of Pioneer Drive, east of Magnolia Street). This subdivision map creates 49 residential lots as a Planned Unit Development at the former Wardlow School. Financial Impact: Not applicable. Recommended Action: Approve Final Tract Map No. 17239 and accept the offer of easements pursuant to findings and requirements. Alternative Action(s): The City Council may make the following alternative motion: 1. "Deny Final Tract Map No. 17239 and reject the offer of easements." 2. "Continue Final Tract Map No. 17239 and direct staff accordingly." Analysis: A. PROJECT PROPOSAL: Applicant/Property Owner: Thomas Grable, TRI Pointe Homes, LLC, 19520 Jamboree Road, Suite No. 200, Irvine, CA 92612 Engineer: Walden & Associates, 2552 White Road, Suite B, Irvine, CA 92614 Location: 9191 Pioneer Drive (north side of Pioneer Dr., east of Magnolia St.) General Plan: RL-7 (Residential Low Density— 7 dwelling units per acre) Zone: RL (Residential Low Density) No. of Acres: 8.35 acres Item 3. - I t-1B -24- Dept.ID PL 14-008 Page 2 of 2 Meeting Date:4/21/2014 No. of Numbered Lots: 49 No. of Lettered Lots: 7 B. BACKGROUND: On October 9, 2012, the Planning Commission approved Tentative Tract Map No. 17239 to subdivide approximately 8.35 acres into 49 numbered lots and seven lettered lots for development of detached residential dwellings as a Planned Unit Development. A motion made by Delgleize, seconded by Peterson, to approve Tentative Tract Map No. 17239 with findings and conditions of approval, carried by the following vote: AYES: Shier Burnett, Peterson, Bixby, Mantini, Delgleize, Ryan NOES: None ABSENT: Franklin ABSTAIN: None The subdivider will satisfy park and recreation dedication requirements by dedicating approximately 0.82 acres of land and constructing a new landscaped parking lot at the southwest portion of the project site. The land dedication exceeds the project's Quimby Act requirements of 0.66 acres by 0.16 acres and improves the area with much needed off-street parking. The 0.82 acre parkland dedication is to be incorporated into the adjacent Wardlow Park and will provide parking for those utilizing the park and associated baseball fields. In addition, the project is required to provide 4.9 affordable units to meet obligatory Affordable Housing requirements. On March 4, 2013, the City Council approved the Inclusionary Housing Agreement between the City and TRI Pointe Homes, which satisfied the project's required affordable housing requirements. C. RECOMMENDATION: The final map has been examined and certified by the Departments of Public Works and Planning and Building and the City Engineer on April 10, 2014, as being in conformance with the conditions of approval of the tentative map, as filed with and approved by the Planning Commission on October 9, 2012. Environmental Status: This action to accept Final Tract Map No. 17239 is exempt from the requirements of the California Environmental Quality Act pursuant to Section 15268(b). Strategic Plan Goal: Enhance economic development Attachment(s): 1. Findings and Requirements for Acceptance of the Final Map 2. Vicinity Map 3. Final Tract Map No. 17239 4. Tentative Tract Map No. 17239 Findings and Conditions of Approval 5. Subdivision Agreement 6. Bonds (Monument, Labor and Material, Faithful Performance) SH:KDC:JJ:JA IJB -25- Item 3. - 2 ,---,- - ATTACHMENT # 1 FINDINGS FOR ACCEPTANCE OF FINAL MAP Findings for Acceptance of Final Map: 1. Final Tract Map No. 17239 is in conformance with the California Subdivision Map Act,the City of Huntington Beach Subdivision Ordinance and Tentative Tract Map No. 17239 conditions of approval, as approved by the City Council. Requirements: 1. Acceptance of offer of dedication shall be subject to completion of improvements and requirements shown on the final map. 2. The City Clerk shall file the following bonds with the City Treasurer: a. Faithful Performance Bond No. PB03010401245 (Attachment No. 6) b. Labor and Material Bond No. PB03010401245 (Attachment No. 6) c. Monument Bond No. PB03010401246 (Attachment No. 6) 3. The City Clerk shall affix her signature to the map and release it for recordation by the County of Orange. Item 3. - 3 H B -26- ATTACHMEN T # 2 4 e e a m— li VAR= Aft— .d 2n t t � m a Subject Site 0. ."Wo 3 VICINITY MAP FINAL TRACT MAP NO. 17239 FORMER WARDLOW SCHOOL-TRUEWIND SUBDIVISION 9191 PIONEER DRIVE FIB -27- Item 3. - 4 L--ATTACHMENT #3 SHEET 1 OF 6 ACCEPTED AND FILED AT NUMBER OF LOTS: 49 NUMBERED THE REQUEST OF 7 LITTERED TERED FIRST AMERICAN TITLE COMPANY GROSS ACREAGE: 8.35 ACRES TRACT NO. 17239 DATE OF SURVEY: DECEMBER 2012 DATE BEING ALL DF: T CTT IN TRACT 17239 IN THE CITY OF HUNTiNGTON BEACH, COUNTY OF ORANGE, TIME FEE s STATE OF CALIFORNIA INSTRUMENT BEING A SUBDIVISION OF A PORTION OF LOT 56 OF TRACT NO. 4493,AS SHOWN ON A MAP BOOK PAGE FILED IN BOOK 159, PAGES 7 THROUGH 11 INCLUSIVE, OF MISCELLANEOUS MAPS. TOGETHER WITH A PORTION OF THE NORTHWEST 1/4, OF THE SOUTHWEST 1/4, HUGH NGUYEN OF SECTION 6,TOWNSHIP 6 SOUTH, RANGE 10 WEST, IN THE RANCHO IRS BOLSAS, COUNTY CLERK-RECORDER AS PER MAP RUED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS, ALL IN THE OFFICE OF THE ORANGE COUNTY RECORDER, STATE OF CALIFORNIA BY WALDEN & ASSOCIATES DEPUTY JEFFREY A. WALDEN, P.L.S. 7914 DECEMBER 2012 OWNERSHIP CERTIFICATE SURVEYOR'S_ STATEMENT: WE,THE UNDERSIGWO BEING ALL PARTIES HAVING ANY RECORD TITLE INTEREST THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTIDN AND IS EASED UPON A FIELD SURVEY IN THE LAND COVERED BY TITS MAP,DO HEREBY CONSENT TO THE PREPARATION IN CONFORMANCEH WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL.ORDINANCE AND RECORDATION OF SAID MAP.AS SHOWN WITHIN THE DISTINCTIVE BORDER LINE AT THE REQUEST OF TRI POINTS HOMES,LLC IN DECEMBER 2012. 1 HEREBY STATE THAT ALL WT HEREBY DEDICATE IN FEE TO THE CITY OF HUNTINGTON BEACH LOT'F'AND MONUMENTS ARE.OF THE CHARACTER AND OCCUPY'THE POSITIONS INDICATED,OR THAT THEY WILL BE LD7 C. FOR PUBLIC PARKING LOT AND DRAINAGE PURPOSES, SET IN SUCH POSITIONS WITHIN END DAYS AFTER ACCEPANCE OF IMPROVEMENTS AND THAT SAID MONUMENTS ARE SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED. ':HEREBY STATE THAT THIS FINAL MAP SUBSTANTALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP. WE ALSO HEREBY DEDICATE TO THE CITY OF HUNTINGTON BEACH: EASEMENT OVER tOT.•i:•...'THE_`PRNATE'STRETTV}AND.ALL_OF._LOTS"r MIMICS. .. p ____....____ -......._ _ ........___ ...____..... WITHIN SAID TRACT FOR POUCE,FIRE,AND PUBUC ACCESS PURPOSES. 2-AN EASEMENT OVER LOT"F RITE*PRIVATE STREETS")AND ALL OF Lam'Er,'C JEFFREY A WALDEN DATE AND'07 WITHIN SAID TRACT FOR PUBUC UTILITY PURPOSES. P,LS,7914 Na 7914 3,AN EOSEAF'NT DYER LOT'C (THE'PRIVATE STREETS')AND ALL OF LOTS`C AND'IF EXPIRATION DATE: 12-31-15 Bs,t2-}t-16 WITHIN SAID TRACT FOR ACCESS AND INSPECTION OF WATER QUALITY TREATMENT FACILITIES 4.THE 2.0 FT.PUBLIC UTILITY EASEMENT AS SHOWN DN SAID TRACT, DF DM\4 S.AN EASEMENT OVER LOT'E' (THE'PRIVATE STREETS)AND ALL OF LOTS'B'AND'C' C_OUN:. SIIRd MR'S STATEMENT: WITHIN SAID TRACT FOR PUBUC WATER FACILITIES AND APPURTENANCES. 6,A 10.0 FT.EASEMENT OVER A PORTION OF LOT'Dr WITHIN SAID TRACT FOR FUBUC I HEREBY STATE THAT I HAVE EXAMINED THIS MAP AND HAVE FOUND THAT ALL MAPPING WATER FACILITIES AND APPURTENANCES AS SHOWN ON SAID TRACT. PROVISIDNS Of THE SUBDIVISION MAP ACT HAVE BEEN COMPLIED WITH AND I AM SATS9ED 7.THE DOMESTIC WATER SYSTEM AND APPURTENANCES AS SHOWN ON THE IMPROVEMENT SAID MAP 1S TECHNICALY CORRECT, PLANS FOR THIS TRACT, 8.THE ACCESS RIGHTS IN, OVER,ACROSS,UPON AND THROUGH THE'PRIVATE STREETS' DATED THIS_BAY OF .2D14. AND EASEMENTS WITHIN SAID TRACT.FOR THE PURPOSES OF MAINTAINING,SERVICING, CLEANING,REPAIRING AND REPLACING THE WATER SYSTEM AS DEDICATED HEREON. WE ALSO HEREBY RELEASE AND RELINQUISH TO THE CITY OF HUNTINGTON BEACH; KEVIN P. HILLS.COUNTY SURVEYOR ALL VEHICULAR ACCESS RIGHTS TO PIONEER DRIVE EXCEPT AT ACCESS LOCATIONS LS.6617,EXPIRATION DATE: 12-31-15 APPROVED BY THE PLANNING COMMISSION. WE HEREBY RESERVE UNTO OURSELVES.SUCCESSORS,ASSIGNEES AND LOT OWNERS WIT14N TITS TRACT: 1.A PRIVATE EASEMENT OVER LOT'D' FOR WATER QUALITY TREATMENT FACILITIES AND BY:CRAIG S.WEHRMAN.CHIEF DEPUTY SURVEYOR APPURTENANCES. 2.LOTS*A",'B','C.`ff, AND"E.' (PRIVATE STREETS). CITY ENGINEER'S 'STATEMENT: DWNER: I HEREBY STATE THAT 1 HAVE EXAMINED THIS MAP AND RAVE FOUND IT TO BE SUBSTANTAI.L.Y IN 7RI POINTS HOMES,INC„A DELAWARE CORPORATION By WITH THE TENTATIVE MAP.IF REQUIRED,AS FILED WITH,AMENDED AND APPROVED BY THE DEFY PLANNING COMMISSION;THAT,ALL PRDVIStONS OF THE SUBDIVISION MAP ACT AND CITY SUBDIVSION REGULATIONS HAVE BEEN COMPLIED WITH TM STATEMENT WILL TAKE EFFECT UPON THE DATE IN WHICH THE COUNTY OF DRWGE APPROVES 61^ or. THIS MAP AS TECHNICALLY CORRECT. NAME: NAME: TITLE: ALL: DATED THIS DAY OF 2D14. U.S.BANK NATIONAL ASSOCIATION,D/B/A HOUSING CAPITAL COMPANY,BENEFICIARY UNDER A DEED OF TTI IST RSDRDED JULY 22,2013 AS INSTRUMENT ND.2013DDD436239, DF OFF€CIAL.RECORDS. THOMAS M.HERBEL CITY ENGINEER OF HUNTIIGTDN BEACH TDE NO.53300 BY: BY; EXPIRATION DATE:06/3D/15 NAME: NAME: TITLE: TITLE: SEE SHEET 2 FOR NOTARY ACKN(W LEDGEMEARS. CITY PLANNING COMMISSION CERTIFICATE: CITY CLERKS CERTiF[t:AM 1,SM17 HESS,SECRETARY TO THE PLANNING COMMISSION OF THE CETY DF HUNTINGTON BEACH, CALIFORNIA,DO HEREBY CERTIFY THAT i HAVE EXAMINED THIS MAP AND HAVE FOUND IT TO BE STATE OF Chi.ir`^i,RNA SUBSTANTIALLY THE SAME AS THE TENTATIVE MAP FILED WITH,AMENDED AND APPROVED BY THE CRY OF HUNTiNG10N BEACH SSHUNTINGTON BEACH CITY PLANNING COMMISSION. CDUNTY OF ORANGE )) I HEREBY CERTIFY THAT THS MAP WAS PRESENTED FOR APPROVAL TO THE CITY COUNCIL OF DATED THIS DAY Of ,2D14, HUNTINGTON BEACH AT A REGULAR MEETING THEREOF FEW ON THE DAY OF 20_,AND THAT THEREUPON SAID COUNCIL DID, AH BY AN ORDER DULY PASSED D ENTERED,APPROVED SAID MAP. AND DID ALSO ACCEPT DN BEHALF OF THE CITY OF HUNTINGTON BEACK SCOTT HIM 1.THE DEDICATION IN FEE OF LOTS'r AND'C' FOR PUBUC PARKING LOT AND DRAINAGE SECRETARY TO Tit CITY OF HUNTINGTON BEACH PLANNING COMMISSION PURPOSES AS DEDICATED,SUBJECT TO IMPROVEMENTS BEING CONSTRUCTED IN ACCDRDAWE WITH CITY STANDARDS, 2-THE EASEMENT OVER WT'C (THE'PRIVATE SIEET5')AND ALL OF LOTS'B'AND"C' Cour TREASURER_T Y COLLECTORS roHIFIC-ATE• WITHIN SAID TRACT FOR POLICE, FIRE,AND PUBUC ACCESS PURPOSES AS DEDICATED. 3.THE EASEMENT OVER LOT-C (THE-PRIVATE STREETS)AND ALL OF LOTS-Er-Cr AND-Dr STATE OF CALIFORNIA WITHIN SAID TRACT FOR PUBLIC UTILITY PURPOSES AS DEDICATED. J} SS COUNTY OF ORANGE 4,THE EASEMENT OVER LOT*C (THE'PRIVATE STREETS*)AND ALL OF LOTS*Cr AND'Dr WITHIN SAID TRACT FOR PUBLIC ACCESS AND INSPECTgN OF WATER QUALITY TREATMENT I HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF MY OFFICE.THERE ARE NO LIENS AGAINST FACILITIES AS DEDICATED, THE LAND COVERED BY THIS MAP OR ANY PART THEREOF FOR UNPAID STATE,COUNTY,MUNICIPAL OR LOCAL TAXES OR SPECML ASSESSMENTS CDILECTED AS 7AXE5,EXCEPT TAXES OR SPECIAL 5-THE 2.1)FT, PUBLIC UTILITY EASEMENT AS SHOWN DN SAID TRACT AS DEDICATED, ASSESSMENTS COLLECTED AS TAXES NOT YET PAYABLE B.THE EASEMENT OVER L01*r (THE-PRIVATE STREETS)AND ALL OF LOTS'B' AM'C7 AND DO CERTIFY TO T:E RECORDER OF ORANGE COUNTY THAT THE PROVISIONS OF THE SUBDM610N WITHIN SAID TRAC?'FOR PUBUC WATER FACILITIES AND APPURTENANCES AS DEDICATED, MAP ACT AWE BEEN COMPUED WITH REGARDING DEPOSITS TO SECURE PAYMENT OF TAXES OR 7.THE MO FT. MEMEN'L FOR PUBUC WATER FACILITIES AND APPURTENANCES AS SHOWN SPECIAL ASSESSMENTS COLLECTED AS TAXES ON THE LAND COVERED BY INNS MAP. ON SAID TRACT AS DEDICATED. B.THE DOMESTIC WATER SYSTEM AND APPURTENANCES AS SHOWN ON THE IMPROVEMENT DATED THIS DAY OF ,2014. PLANS FOR THIS TRACT AS DEDICATED. 9.THE ACCESS RIGHTS IN,OVER,ACROSS,UPON AND THROUGH THE'PRIVATE STREETS SHARI L FREIDEi1RICH AND EASEMENTS WITHIN SAID TRACT,FOR THE PURPOSES OF MAINTAINING,SERVICING. CLEANING,REPAIRING AND REPLACING THE WATER SYSTEM A5 DEDICATED, COUNTY TREASURER-TAX COLLECTOR BY: 10.THE VEHICULAR ACCESS RIGHTS TO PIONEER DRIVE AS RELEASED AND RELINQUISHED. DEPUTY TREASURER-TAX COLLECTOR ALSO HEREBY ABANDON PURSUANT TO SECTION 66434(g)OF THE SUBDIVISION MAP ACT, THE EAMMENT FOR PUBUC WALKWAY PURPOSES AS DEDICATED TO THE CITY OF HUNTINGTON REACH PER TRACT ND.4493, FILED IN BOOK 159,PAGES 7 THROUGH 11 INCLUSIVE-OF MISCELLANEOUS MAPS,IN THE OFFICE DF THE COUNTY RECORDER,ORANGE COUNTY,NOT SHOWN ON THS MAP, AND DID ALSO APPROVE SUBJECT MAP PURSUANT TO THE PROVISIONS OF SECTION 66436(o)(3)(A) OF THE SUBDIVISION MAP ACT, 54' APPROVAL WILL TAKE EFFECT UPON THE DATE IN WHICH THE COUNTY OF ORANGE APPROVES Tri€S MAP AS TECHNICALLY CDRREOT, DATED THIS DAY OF ,2DI4. T T7� Q Item 3. - 5:LELI-RKK OF THE BY: DEPUTY 1�13 -?()- )F HUNTINGTON BEACH SHEET 2 OF 6 NUMBER OF LOTS: 49 NUMBERED 7 LETTEREDTRACT GROSS ACREAGE: 8.35 ACRES ✓6 DATE OF SURVEY: DECEMBER 2012 BEING ALL DF:TENTATIVE TRAGr NO. 1723E IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA WALDEN & ASSOCIATES JEFFREY A. WALDEN, P.L.S. 7914 DECEMBER 2012 ACKNOW EEIrM LI7 STATE OF CALIFORNIA COUNTY OF ON BEFORE ME. PERSONALLY APPEARED WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TD BE TPE PERSON 5 WHOSE NAME S)IS/ARE SUBSCRIBED N THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT NE/SHE/THEY DIP=IED THE SAME IN HLS/TER/THE1R AUTHORIZED C.4PACRY(IES),AND THAT BY PZ/HER/THEIR SIGNATURE(S)ON THE INSTRUMENT THE PEERSON(S),OR THE EkTfCf UPON BEHALF OF WHICH THE PERSON(5)A."TED,EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CAUFORNCA THAT THE _____.. _......__FOREGOING_PARAGRAPH IS TRUE_AND_CURRECT MY PRINCIPAL PLACE OF BUSINESS WITNESS MY HAND, IS IN COUNTY. SIGNATURE NOTARY PUBLIC IN AND FOR SAID STATE. MY COMMISSION EXPIRES MY COMMISSION NUMBER (NAME PRINTED) ACKNOWLEDG E STATE OF CAJFORNIA ) COUNTY OF )}SS ON BEFORE ME. PERSONALLY APPEARED WHO PROVED TO ME ON THE BASIS OF SATISFACTORY LADEN CF:TC BE.'THE PERSONS WHOA NAME St IS/ARE SUSSCRIN TD THE WITHIN INSTRUMENT AND ACKNOWLELaDED TO ME THAT KZ/SHE/THEY EXECUTED THE S4ME IN HIS/NER/THER AUTHORIZED CIPACITY(tES),AND TWIT BY HIS/HER/TrtlR SIGNATURE(S)ON THE INSTRUMENT THE PERSON(S),OR THE ENTRY UPON BEHALF OF WHICH THE PERSON(S)ACTED.EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS DF THE STATE OF WFORNW THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. MY PRINCIPAL PLACE OF BUSINESS WITNESS MY IMD. Fs DJ COUNTY. SIGNATURE NOTARY PUBLIC IN AND FOR SAID STATE. MY COMMISSION EXTxRES MY COMMISSIDN NUMBER (NAME PRINTED) ACKNOWLEDGM STATE OF CALIFORNIA COUNTY OF S5 ON BEFORE ME, PERSONALLY APPEARED WHO PROVED TO ME ON THE B45IS OF SATISFACTORY EVIDENCE TO BE THE PERSON S WHOSE NAM S)IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TC ME TW.F HE/SW-IMEY D(ECU,ED THE SAME IN HIS111,2 HEIR AUTHORIZED CAPACTTY(IES),AND THAT BY His/HER/THEIR SIGNATURES)ON THE INSTRUMENT THE PERSON(S),OR T'HE ENTRY UPON BEHALF OF WHICH THE PERSON(S)ACTED. EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. MY PRINCIPAL PLACE OF BUSINESS WITNESS MY HAND. R.1 COUNTY. SIGNATURE NOTARY PUBLIC IN AND FOR SAID STATE. MY COMMISSION EXPRES MY COMMISSION NUMBER (NAME PRINTED) ACKNONLEDGMENi STATE OF CALIFORNIA ) COUNTY OF }} ON BEFORE ME, PERSONALLY APPEARED WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE lb BE.THE PERSONS)WHOSE NAME S}IS/ARE SUBSCRIBED TD THE WITTbBN IS:STRUMEk7 AND A.^KNOW'LET3GED TO ME THAT HE/SME/1H!EY D THE SOME IN HK'./HERJTHEtR AU iNOAEZED CAPAGMIES),AND TfiAT BY M!S/HER/THE1R SIGNLATURE(S)ON THE INSTRUMENT THE PERSON(S)>OR THE ENTITY UPON BEHALF OF WHICH 1TE PERSON(S)ACTIII,EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE tAW`"'OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. MY PRINCIPAL PLACE OF BUSINESS WITNESS MY HAND. I5 IN COUNTY. SIGNATURE NOTARY PUBLIC IN AND FOR SAID STATE. MY COMMISSION EXPIRES MY COMMISSION NUMBER (NAME PRW`rED) HB -29- Item 3. - 6 SHEET 3 OF 6 NUMBER OF LOTS: 49 NUMBERED 7 L.E7EREDTRACT GROSS ACREAGE: 8.35 ACRES 6 17239 DATE OF SURVEY: DECEMBER 2012 BEING ALL DF:TEEWIAITVE. nz3s IN THE CITY OF HUNTiNGTON BEACH, COUNTY OF ORANGE, TWACI NOSTATE OF CALIFORNIA WALDEN & ASSOCIATES JEFFREY A. WALDEN, P.L.S. 7914 DECEMBER 2012 B9SIZ OF BEARINGS: .SURVEY NOTES: THE BEARINGS SHOWN HEREON ARE BASED ON THE BEARING BETWEEN O.C.S.HORIZONTAL (Ri)INDICATES RECORD AND MEASURED DATA PER TRACT NO,4493,M.M.159j7-11, CONTROL STATION CPS HD.SOW AND STATION:PS NO.5D41 BEING NORTH DO17'15 EAST UNLESS OTHERWISE NOTED, PER RECORDS ON TILE IN THE OFFICE OF THE ORANGE COUNTY SURVEYOR. (R2)INDICATES RECORD AND MEASURED DATA PER TRACT NO.6079, M.M.222/42-43, UNLESS DTHERWISE NOTED, (R3)INDICATES RECORD AND MEASURED DATA PER TRACT ND.SON,N.M.234/3-4, UNLESS. OTHERWISE NOTED. (R4)INDICATES RECORD AND MEASURED DATA PER GRANT DEED RECORDED 11-29-OSI DATUM STATEMENT: AS INSTRUMENT NO.2DOS000949 1 7 5,O.R..UNLESS OTHERWISE NOTED. COORDINATES SHOWN ARE BASED ON 7HE CALFORNM COORDINATE SYSTEM(CCS83), IRS)INDICATES RECORD AND MEASURED DATA PER RECORD OF SURVEY IIS-1089,R.S,B. 124/13-15. ZONE Vi, 1983 WAD, (2007.CD EPOCH OCS CPS ADJUSTMENT,). UNLESS OTHERWISE NOTED. ALL DISTANCES SHOWN ARE GROUND UNLESS OTHERWISE NOTED.TO OBTAIN GRID DISTANCE MULTIPLY GROUND DISTANCE BY 0,99997702(PROJECT SPECIFIC), .. _____... _ ..._..... __..... .........____ ..___............. ......... ............ __ ............._....MONUMEM....NOTFS:- INDICATES FOUND O.C.S. CPS CDNTRDL POINT AS NOTED BELOW. GENERaf NOTES; �i FOUND f BRASS DISK,NO STAMP,DOWN 1.15'IN WELL MONUMENT PER COUNTY OF GRANGE CORNER RECORD DOCUMENT NO.20D7-29548.POINT IS LOTS',i THROUGH'G' INCLUSIVE ARE NON-BUILDABLE LOTS. LOCATED AT APPARENT CENTERLINE INTERSECTION DF MAGNOLIA STREET AND ADAMS AVENUE SAID POINT ALSO BEING CPS NUMBER 503D,PER RECORDS ON FILE LOT"If IS FOR PRIVATE LANDSCAPE PURPOSES. IN THE OFFICE OF THE COUNTY SURVEYOR LOTS'Er.'C AND"Cr ARE FOR COMMON ARM 0 FOUND 2' IRON PIPE WITH BRASS TAG,ND SNAP,IN WELL MONUMENT LOT'C 15 FOR PINIONS STREET.PUBLIC UTILITY 0.RD EMERGENCY VEHICLE ACCESS PURPOSES PER COUNTY OF ORANGE CORNER RECORD DOCUMENT NO.20D3-10328,DOWN 1.25'. POINT IS LOCATED AT APPARENT CENTERUNE INTERSECTION OF MAGNOLIA STREET AND LOT'F' IS FOR PUBLIC PARKING AND DRAINAGE PURPOSES TO BE DEDICATED IN FEE SIMPLE YORKTOWN AVENUE SAID POINT ALSO BEING GPS NUMBER SD41,PER RECORDS ON FILE TO THE CRY OF HUNTINGTON BEACH PER THIS FINAL MAP. IN THE OFFICE OF THE COUNTY SURVEYOR. LOT'C IS FOR DRAINAGE PURPOSES TO BE DEDICATED IN FEE SIMPLE TO THE.CITY OF 9 INDICATES FOUND MONUMENT AS NOTED BELOW. HUNTINGTON BEACH PER THIS FINAL MAP. ® FOUND SPIKE AND WASHER STAMPED'US 5411%PER COUNTY OF ORANGE CORNER RECORD DOCUMENT N0.2007-0640,FLUSH, ACCEPTED AS CENTERLINE INTERSECTION OF PIONEER DRIVE AND MAGNOLIA STREET. BOUNDARY ESTABLISHMENT Nth: ® FOUND Z' IRON PIPE IN WELL MONUMENT,WITH(4)TiES,PER ORANGE COUNTY CORNER RECORO DOCUMENT NO.2002-1345A,WITH TAG ILLEGIBLE,DOWN 1.2% ESTABUSHED BY RECORD DISTANCE AS SHOWN. ACCEPTED AS CENTERLINE INTERSECTION OF MAGNOLIA STREET AND MADF3.INE DRIVE. ( ESTABLISHED BY INTERSECTION. FOUND(4)LEAD&TACK TIES PER ORANGE".AUNTY CORNETS RECORD DOCUMENT ND.2007-DD198.NO CEMERUNE MONUMENT.ACCEPTED AS CENTERUNE INTERSECTION OF ® ESTABUSH£D BY RECORD DATA AS SHOWN. YORKTOWN AVENUE AND TALBERT CHANNEL(DO2). LEAD AND TAG OR SPIKE AND WASHER STAMPED'PLS 7914'TO BE SET AT CENTERLINE INTERSECTION WITHIN 9D DAYS AFTcR r•.^EpTAN""OF tkPRCVEMgNTS, f�t FOUND 1 1/f BRASS DISK AND NAIL STAMPED'ORANGE COUNTY SURVEYOR'.PER RECORD ;J OF SURVEY 89-10N. R.S.B. 124/13-1-51 FLUSH, ACCEPTED AS CENTERLINE INTERSECTION FACCMFNT NOTES: OF ADAMS AVENUE AND TALBERT CHANNEL(D02). ® INDICATES A 10A'EASEMENT FOR PUBLIC WATER FACIUTES AND APPURTENANCES ® FOUND 2" IRON PIPE WITH TAG STAMPED'LS 6970",WITH(4)LEAD&TACK TIES PER DEDICATED HEREON 70 THE CITY OF HUNDNGTDN BEACH ORANGE GOUMY CORNETT RECORD DOCLAAENT ND.21XJ7-17948,UP 0.10',ACCEPTED AS O INDICATES A 2.0'EASEMENT FOR PUBLIC UTUTY PURPDSES DEDICATED HEREON TO INTERSECTION CENTERLINE NO ADAMS AVENUE AND TRACHEAS.CORNER OF TRACT NO.i493, M.M. 159/7-11 AND THEE NORTHEAST CORNER OF TRACE N0.4284,M.M.163j34-37. THE.CITY OF HUNTINGTON BEACH. © FOUND Y IRON PIPE WITH TAG STAMPED'LS 6970',WITH(4)LEAD&TACK TIES PER O INDICATES AN EASEMENT FOR POLICE,FIRE AND PUBLIC ACCESS PURPOSES DEDICATED ORANGE".AUNTY CORNER RECORD DOCUMENT NO.2007-17948.DOWN 0.10',ACCEPTED AS HEREON TO THE C€'Y OF HUNTNGTON BEACH. CENTERLINE INTERSECTION OF ADAMS AVENUE AND LOTUS LANE AND HARBOR ISLE LANE 9 FOUND RAILROAD SPIKE,WITH(4)LEAD&TACK TIES,IN UEU OF BRASS NAIL AND TAG ® INDICATES AN EASEMENT FOR PUBLIC UTILITY PURPOSES DEDICATED HEREON TO THE STAMPED'RCE 21005, PER ORANGE COUNT.'CORNER RECORD DOCUMENT NO.2002-1D24, CITY OF HUNTINGTON BEACH. AND IN UI'3 OF NAIL AND TAG STAMPED'ROE 2105'PER ORANGE COUNTY CORNER RECORD DOCUMENT NO.2006-1676A AND DOCUMENT NO.20137-05458,DDWN 0.3'. O INDICATES AN EASEMENT FDR WATER QUALITY TREATMENT FACILITIES ACCESS AND INSPECTION ACCEPTED AS CEKTERLIWE INTERSECTION OF PIONEER DRIVE AND LOTUS LANE PURPOSES DEDICATED HEREON TO THE CITY OF HUNTNGTON BEACH. FOUND LEAD AND TAG STAMPED'ICE 21005,WRH(S),FAD&TACK RR 1N LIEU OF INDICATES AN EASEMENT FOR PUBLIC WATER FACILITIES PURPOSES DEDICATED HEREON ® BRASS NAIL AND TAG STAMPED"RCE 21DOS',PER ORANGE COUNTY CORNER RECORD O TO THE CITY OF HUNRNGTON BEACH. DDCUMENT NO.2002-1024,FLUSH,ACCEPTED AS CENTERUNE.INTERSECTIDN OF MADELINE DRIVE AND OCCIDENTAL LANE. © INDICATES AN EASEMENT. FOR DOMESTIC WATER SYSTEM ACCESS RIGHTS DEDICATED HEREON FOUND RAILROAD SPIKE,PER TRACT NO.6079,M.M,222j42-43,FLUSH.ACCEPTED AS TO THE CRY OF HUNRNGTON BEACH. 11 INTERSECTION OF CENTTERUNE MADELINE DRIVE AND THE EAST BOUNDARY UNE OF SAIO O INDICATES A PRIVATE EASEMENT FOR WATER QUALITY TREATMENT FACIUTES AND APPURTANCES TRACT NO.6D79.AND THE WEST BOUNDARY UNE OF TRACT ND.60&I,M.M.230/3-4. FESER40 HEREON FOR LOT OWNERS OF THIS TRACT. ® FOUNO RAILROAD SPIKE,PER TRACT NO,6079, M.M.222/42-43,RUSH.ACCEPTED AS 2 CENTERLINE INTERSECTION OF MADELINE DRIVE AND ROOERICY.LANE �} FOUND NAIL AND WASHER STAMPED'LS 5411',WITH (4)LEAD k TACK TIES,PER ORANGE COUNTY CORNER RECORD DOCUMENT NO.2OD2-1345A,FLUSH,ACCEPTED AS THE INTERSECTION OF CENTERLINE MAGNOLIA STREET AND SOUTHWEST CORNER OF TRACT NO. 5079,M.M,222/42-43. ® FOUND 1" IRON PIPE WITH TAG STAMPED'LS 2921',PER TRACT NO. 4493,M,M. 159/7-11, DOWN 0.50% FOUND 1 11f BRASS TA&STAMPED'O1RAWGE COUNY SURWlf0F',PER RECORD OF SURVEY B9-10139.R.S.B. 124/13-15,FLUSH. FOUND 2' IRON PIPE WITH I i jt BRASS TAG STAMPED'ORANGE COUNTY SURVEYOR,PER RECORD DF SURVEY 89-16EB,RS,B. 124j13-15,DOWN ZED% FOUND Y IRON PIPE WITH 1 1/27 BRASS TAG STAMPED'ORANGE COUNTY SURVEYOR.',PER RECORD OF SURVEY 89-1009. R.S,B. 124/13-15.DOWN LID' FOUND NAIL WITH BRASS TAG STAMPED'RCE 210D5".FLUSH,WITH(0 LEAD&TACK TIES PER ORANGE COUNTY CORNER RECDRD DOCUMENT NO.2007-0541.ACCEPTED AS THE CENTERLINE INTERSECTION OF ADAMS AVENUE(SERVICE ROAD)AND LOTUS LANE r9l SEARCHED FOR, FOUND NOTHING. TO BE SET AS NOTED BELOW. ® SEARCHED FDR,FOUND NOTHING. NOTHING TO BE SET. NO MDNUMENTS WERE FOUND ALONG THE SOUTH LINES OF TRACT NO.6079, P.M.222/42-43 AND TRACT NO. 61580, M.M.230/3-4, C INDICATES MONUMENT TO BE$ET AS NOTED BELOW. ® Y IRON PIPE WITH TAG STAMPED'P.LS.7914' OR SPIKE AND WASHER STAMPED'P.LS 7914', OR LEAD AND TAG STAMPED"P.LS.7914'TD BE SF*PR10R`O RFCORQATION DE THIS MAp 27 IRON PIPE WITH TAG STAMPED"P.LS.791E OR SPIKE AND WASHER STAMPED'P.L.S.7914% OR tFl.[5 AND TAG STAMPED'P.LS.7914'10 BF ISAT ALL TRACT BOUNDARY'CORNERS,WITHIy S. D4`�S�FTEFMCFPTAiNCE OF iMPR'Y�..fFRIST, UN'FSS OTHj(R,WISE NOTE LEAD AND TAG STAMPED'P.LS.7914'OR SPIKE AND WASHER STAMPED'P.LS.7914' TO WE SET ON A 9.75'OFFSET,DN THE FRONT PRDUECTIONS OF ALL LOT LINES AND RADARS ON ALL OTHER FRONT CMNERS ABU1TfNG THE STREET,MfrTHIN 9C DAYS AE'ER ACCEPTANT P IMER2Yf1LL':FI"�, uN.E�5 OTHERWISE NOTED SPIKE AND WASHER STAMPED'P.LS,7914'TO BE SET AT CENTERLINE CONTROL(EC..B.C„AND CENIERUNE MRSECTIONS}OF Ati PRIVATE STREETS.WT'HDN 9D GAYS AFP'R ACCEPTANCE FO I"PROVFMFmTE UNLESS OTHERWISF NOTE=. Item 3. - 7 HB - t�- SHEET 4 OF 5 \ NUMBER OF LOTS: 49 NUMBERED GROSS ACREAGE 8.35 ACtRES EDTRACT 0 17239 l \ DATE OF SURVEY: DECEMBER 2012 BEING ALL OF:TENTATIVE 19 -TRACT NO. 17239 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, —N I193r46 W ,251.7r �a STATE OF CALIFORNIA (N B932 SG E 123i.72'R1&R2) WALDEN & ASSOCIATES Z.Uw OF 23 JEFFREY A. WALDEN, P.L.S. 7914 1 TA"'T NO.4493 f D ! M.M.ts9/7-11 ECEMBER 2012 \ 1 � DETAIL••ft" � BOUNDARY CONTROL AND INDEX SHEET 1 � \ SEE SHEET 3 FOR BASIS OF BEARINGS,DATUM STATEMENT, SURVEY NOTES, GENERAL NOTES, MONUMENT NOTES AND EASEMENT NOTES. f LOT 25 N 00'18'08" E O.iT'! 61 SEE SHEET 5 FOR LINE AND CURVE TABLES. 7 =5 (N OL^i 7'S8 E� 2„8 11 0,18'R5}, .........._ _._BOU14DARx-ESTABLISkIMENT_.NOTE 80 40 0 80 160 ® ESTABUSHED BY RECORD DISTANCE AS SHOWN. t ¢ TALBE77'CHANNE.IDD2) ESTABUSHEk BY INTERSECTION, ORANGE COUNT' f SCA E IN FEET ESTABLISHED W RECORD DATA AS SHOWN. \ ROOD COA(FROL DISTRICT O.C.S.MS N0.504t © / _ 1 mch=80 R \ DETAIL"A E=603802Q.33 2 YORKTOWN AVENUE - - N 89°3i'SIY E 1320.66' (N 69*3-'OV E 1320.46' R2" IN 89!3j 4T IN h !v 2 r f C1 £qQ9 r=A. Q m a�LLQ2f�i�\ NG' �c wIzh 4 It N B9'32.41e W 600.61' IN IST32'56'_E_1.600.61-RZ) _ %+ N 89'32'487 W 52D.80' (N 8_9'32'5(" E 520,60'R3) J 2996'(R5_jt,_ I z N 89°32'48 W 1121,41 NIADELINE DRIVE 130,—" 4 4 P, SHEET 5 SHEET 6 �y 10 n�8 I S0U1N rt EfST U18S SOUTH&WEST LINES ,� TRACT NQ.60'7B TRACT ND.6060 9]�" 22 700�R5} in j p �'00 26 1/k'" 27 I N.N.222142_g3 ` ' M.M.23D/3-4. z7I7 '1 ,.,I4 � \ .k- ( I'Z ' 2g a2 a3 3i I aD 29 JJ 2B 28 -* ' lam_ W 12511.54'(N 89'32'S6' R2&R3) (1251.5 R2) I 24 23 � -.. �A. 1597.00'1(R2) A - I 1 654.54'j (R2&R3) ,Jzo I 210.0c'(R2) -t j- r4,T350'(R4) i 638.03' `i 1 3 ^ 9 11 ESTABldSHED 13C.P0`SOUTH OF q WDEUNE OR.PER R2I AND R3. t �' 11 12 'i3 14 1 1 1 m v NORTH&WEST tB1E5 OF A I, t5 16 17 18 i 19 20 21 WEST UNE OF GRANT GRANT GEED RECORDED 14 I 1 I i ix GEED PsC.03-15-61 n o 3 78-82,BK 63Ts/253.OR 8Y.56571674,O.R. o r> LD ^i a q i o f SHERIDAN DRIVE LOT'E<PRnmTE swE _ N W �` V4, 6 W '114j 6 C. 6, I ?; 5 S, r 0 YW-�`\ Z2 SEE DETAiL If tAF"G �) -�1 % J THiS SHEET N 8n2'48' _ 8n25T E 1 i1.72 Rt & ) } 45 t t A '^ 150.D0' 160.04'(Rt} 1 v t 1D41.72'(RI) —— 42 4-3 44 — — — }17 "d (Rl) rive 824 w. U Ym JSQ 5D b $ Eg E PoR7)ON;LE77 S v 25 70' U aB 48 47 �y 1 n 4D p W w I PE7R71ON LT.E' �, , omipi� v 5 7 �"� + LANDERS DF�1tE� 27 n O N LCs7 67 r i QqA g"2Dp5 4 <PRNaTE SIREET> SEE DETAIL"k o ag^v i(y Nti' p.ty I " 3 7}Ii5 SHEET }j z IY w �OO&A91?6' w I I ( SS 36 37} ? { is 28 t) z 1 204 'm 3 1 I a• 38 f 3915 4 a .,DUff14YF5T:CORNETT U z +� LD7 86,TRACT N0. z 2 i T ¢a Q m z� I 4493,Viol 9/7-:i 'A 'I i r4t 32 31 ! 30 LOT ¢ 4 A 19 Z. 21 34 ;t 2 939.01'(R1) '9 1 i 119 .� 9 1`� NORTHERLY CORNER ;.�129.02' (R7) t a33.50'(R4) •• 37&49' `v 11,9 LOT 14 OF TRA'T NQ 79.85' - o g(L6 R5 O2)RI `S 'A 4493,M.M.159/7-11 t (R1} ^1.5� �,� N 89'33'Si' W BD9.99' (N 89°3i'53 E &7H.9�H'j�R &R4} -=-- r,, g7,,= ) 30A06(F) 75,00'(R5�,9 vz.Y PIONEER DRIVE Y N !•516.60'IN 89"Si'53'E 1116.61' I 3 SNEET 5 'SHEET 6 I i j ao ze ( 2e 'p/28 22 21 20 is i8 17 is " �� is Iz "° ADANIS AVENUE - 53Dt '(R5) r l� z o _ (SERVICE ROAD;: of _ // ADANIS AVENUE i1i6.38'(RI) a' B 7' 75.00' j`� .- _ - - _ - - 3o.OD'(RI) = 7 R6) 7� Item 3. - 8 1 0.CS.GPS N0.S030 N 89°33'S1' W i32i.38' (N 89'31'S5' E H L] - 1- tN 89'34.OT W 132,.57'R5) 1,=2192555.27 E=C4'738007A8 SHEET 5 OF 6 NUMBER OF LOTS: 49 NUMBERED 7 LETTEREDTRACT GROSS ACREAGE 5.35 ACRES 0 DATE OF SURVEY: DECEMBER 2012 BEING ALL OF;�CTI D I7239 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA WALDEN & ASSOCIATES JEFFREY A. WALDEN, P.L.S. 7914 DECEMBER 2012 L] SSEEE�S�HEET 3 FDR BASIS OF BEARINGS, DATUM STATEMENT. SURVEY N NOTES, GENERAL NOTES, MONUMENT NOTES AND EASEMENT NOTES. 7 SEE MEET 4 FOR BOUNDARY CflNR4DL, Z N �J 40 20 0 40 80 13 r 89 $i so D I 29 28 J1.12 27 25 m SCALE IN FEET r ffN Br 9'32_46" W 643,50' N K"32'4r W 60833'- I I inch=40 ft. P 3.94' Too, SO.OQ` F' C3 � LINE TABLE t r nF4,743 UNE BEARING DISTANCE.L1 N 54455Y E 9.80' LOT i0 wL0T11 "1 LOT 12 11LOT14 LOT 15 L2 N 4526'09`E 22s4' 7^ 5,146 S.F. 4,757 S.F. 4,750 S.F. InL3 N 4479'tT W 1;.13' 0 bbL4 N OM8'08'E 39.59' �'� z z z Q L5 N OT41'S7 W 5.D0' ty Ss.a9' Se.Do' So.aa' L6 N 80'44'01'E 50.00, CD - 452.78•--- U N OQ'1B'QS`E 73.W tfi n SHERIDAN DRIVE C 0 E F G N N 69'41'52'W 608.29'-� L3 N 002"r E 3D.00' I r' LOT'G9 __, _ -v, _ �+89'41'Sr w' 40tl.99' �.___ 776 S.F. 147.99' ,�n LOT'E' rE L9 N 67n4't4'E 125.76' w Ji N 89'4t'57'W * 83,544 S.F. [f LID N DLT18'05'E 319.9T I m 1� �, 52.50' i ePRMATE STREEf� H Bg"4t'Sr W 27Q.IX."- Lt1 N W'73'5r E 193.75' Lit r I \ 23.00' d L12 N 7r42%S E 930, r 70.00 z b LOTS 76.30' 4 4,150 S.F. " I i L13 N B9'41'52'W 70.00' 1 N B9'4i'52"W 66.30' L14 N W'26'09•E 30.00' w 58' (L4 RI) (N OMB'OB`W 111) (39.59'Rt) N 8941'S W $5.00' LOT4e m�� 4 (1.5 R!) (N 8923'327 E RI) (SAQ'R1) g LOT o m (I5 R5) (N 042Di w R5) (5AD'RI) t z 4.250S.F. g � (L6 RI) (N 7949'e E Rt) (50,00'R1) a I m o N 89°47'S.'f W &S.W' o (L9 Ri) (N 6D2959• E RI) (1253V RI) ze (LID Rt) IN 0036'OS'W RI}L('111112'Rt) I 1 . LOT 7 � bLt0 R5) (N 00'17'S8'E RE) 'R5) mw 4259S.F. I.Ut+_8893,�5'_W imo) LOTn4N(1,11 R5) (N 0P17'5r E R5) 'R5) y. j N 8941'529 W 85.53' C SS G z g LOTS w E LOT'F• '�°D 4,310 S.F. I G CURVE TABLE { 35,405 SO,FT, w5umi'ar- _w_{sL CURVE DELTA RADIUS LENGTH W 87A�Ct nDrort6` 26IX7.00' x.4e' aPA�S ), TS CC2 01-06*07` 2600.00, 50.Do F I � o, 2 gyp. p. 5 S.F.C3 D1'D6'CT 280D.W' 50A2' 'C16, ' a9'p$'W(hiC) j 82°47' ` 48759'29'W 210IXP- C4 Ot06'11` 267DOW 50.OS8620'1('W _ _(R7i0 W 85.56' 105 DD'12'44 2600-W 9.64' _N 86'p N 6M9'2Y4 q Z'2 w 3°D4'4r W r a iGANDERS DRIVEC6 9000'W" 15.00' 23,56' _ - „„� .�'`' Z, > LOT AI " r N 89591T W 212.23'-� C7 34°4T75 15.00' 9.11' 4XS S,R C$ 5512'45- I&OD' 14.45' Ci !m 8+ ! C11 W42'Zr ' 222.00' 33,74' m N 89°33`5':' W 8S.ff m C12 0874'217 278.00' 41,8D' t1,y 6D• C13 06'29'IC` 278.00' M.r, t�t a LOT $ LOT' C14 02wir 278.00' 10.13' C15 8 t - 4,2S0 SF. vy' 934'2f 15.00• 23.45' n c j N$9'33'51' W 85.00' CIO IT42'24' 71 M' 19.46- C17 0524'22' 71•00' 6,70' a LOT 0 w�m 65 o Cie 3„^1259` 71.DD 41.37' ;c 42WBY. 4I IaW C19 35'173r 71,00' 43.03' + �> C20 4B17'02` 71.00' 61,48' i z N 89'3S'SS`W $5.00' z I z z t- z v LOT 3A Lu C2t 40'22'Sr 71.00' Sn.a4' LU LOT 1 x c22 G328'26' 363.DQ' 27>>C' o� 4,243 S.F. C23 sm7's,` 15.W' 23.84' 21 M1 54946_35_LVD) C25 89.427S 15.00' 1 23.49' r 8M31519 W 82.32-a�(RAO) S 7T (C27 RI) (55972'3S R1)(70.00'R1)(6725'RI) 0,00' " 9U.00' _ - C25 055625 70.W' 728' 3.' r?i y LOT'A" 8 H 89,53'S79 W 375,49• F- I 507 S.F. `E c24 3zar5r 70.W' 39.17' ! 838.12 _ 1 278.48-- \ 64z36'_rti._._ ' -.' _ C3D t7YL't7 rc.0o• ZG=' PIONEER DRIVE N 89.33,51'W tt i 6.6"S - (C31 R1) (Q?azro6'RI)(40.0'11) (6.77 RI) ACCESS RIGFRS 10 PIDNEER OWE RELEASED AND RELINQUISHED TO THE CITY OF HUNIIN'GTON BEACH EXCEPT AT LOCATIONS APPRDVEO BY PLANNING COMMISSION, C32 9D40'W 43,W' 67,54' 18 i ! C33� 89'42'23` 4,= 67,32' i I i8 i7 ZZ I 27 n� ! 20 C34 07m'or 25Q,DQ' 3055' i i9 i I c35 D65zo5 250.ca, 2937' C36 OT50'36' 250.W' 15.77' G Z A $ 0 Q 03'Ot'?9' 25D.Q0' 1320' '( � ^7 ;y;> r Item 3. J%24&C26 WERE NOT USED. HB SHEET 6 OF 6 NUMBER OF LOTS: 49 NUMBERED 7 LETTEREDTRACT GROSS ACREAGE: 8.35 ACRES • DATE OF SURVEY: DECEMBER 2012 BUNG AL OF.'TRACT NO 17239 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, j STATE OF CALIFORNIA WALDEN & ASSOCIATES JEFFREY A. WALDEN, P.L.S. 7914hm j SEE SHEET 3 FOR BASIS OF BEARINGS. DATUM STATEMENT. SURVEY DECEMBER 2012 NOTES, GENERAL NOTES, MONUMENT NOTES AND EASEMENT NOTES, SEE SHEET 4 FOR BOUNDARY CONTROL. 40 20 0 40 80 SEE SHEET 5 FOR LINE AND CURVE TABLES. I I s1 IN FET ( 3 inert,=40 ft 26 ( 27 ApS N�' 26 I 25 24 i`;tt q0. 28 22 19i p fR I60B.03. ' Lt3 �y 50.0 Q.0' S0.00` G.OQ' 50. S0. S0.00' S4. t1..i __......... ___...... _ ..... _. ........ .__ ... ....... ____........ .................................. = LOT12 LOT13 LOT14 w LOT is w LOT1S w LOT17 w LOTie w LOT19 w LOT20 m LOT21 (q 4,743 S.F. 4,737 S.F.0 4,730 S.F. 4,724 S.F.0 4,717 S.F.c 4,710 S.F. 0 4,704 S.F.i; 4,697 S.F,$, 5 079 S.F. Z. 7D. w e w x o I3 0 0 $ o n U z z x x z z o x g x c 50DO' 50,00' 5D.00° 50.00' 50,00' ___ 5_0_.00` -452.111' 156.11, LOT'B" o --N 89`41'52' W 668.29' �Op`'� C 0 F 2$6d S.F. _ --N 69'41'S2' W 400.99• SHERIDAN DRIVE 4'a� N 59'41'5T W 102,06' -t4799' I LOT x N 89'4l,v W . _52b0' BAT t-� W722 <PRIVATE STRTREET> N BV41'5Y W 21 D.00' - \\ v, a 4,504 S.F. 40.00' 50,00' 50.00' f 70.00' F� K N 89'41'S2' W 95,20' I LOTS S 28 28 m f ?,� LOT 45 - \ S 1 u o 0 o s v"'i 4,627 S.F. Y C LL 0 2 516 I, - LOT 44 w 0 5w L07 23 LOT 42 LOT 43 w N B 41 s2 W Bs.00' d 4,261 U. 5,684 S.F. 1� 5,375 S.F. k, 5,375 S.F. €c ~' N W LOT B m G N 89°41'S2'W 85.23' Zd g, N� b LOT46 N m w w tiol m z z x, 4,463S.F. m m Lu i ®Lo LOT24 m ® O N B9'41.52'W 240,00' 6 4,262 S.F. w 55.00, 50.00' SQ.00• 85.00' w w w ti o Q o BS.DO' t SG.QD• 50.00' SS.OQ' o U i1ry eo V -k n I L077 m o N 89'd1'S2`W 85.23' x m m m It z d o� LOT41 o >4 ( o p 2 z z r�i 4,463 S.F. SVi o o a z co z z LOT 25 C m n 4,252 S.F. 0 cd 0 N 89'41'S<W 85.00' w w E LOT LOT48 w LOT47 N ] LOT 6 c-Y F 6,393 S.F. 0 5.3B1 S,F.'1 5,B56 S.F. 28'S' 28' N 89.41'S2' W 85.23' 0 W G m � m_ C1 i 6 LOT 40 a,687 S.F. n LOT 23 f z z z { 4,279 S.F. >-, N O � m _ c2� 69.92- 1 SOAO' S0.00' 40.GB'l ay i N B9'41'S2' W 87.99' Q LOTS u wry N 8741'46'W/�,.� N 89-09,29'W 21D.O0' LOT"g" f h Z o $ O i-'RC cw 83544 S.F. 77" LANDERS DRIVE <PRIVAIE SMMEET> c? ' 9' IY O m rites N _ ' N 8559`29' W T56.35' �' Qry`u° !1O LOT27 W� C 0 E F G S.F. Z C1 is LOT4 N B9'59'29'W 212.23• D"C° (a t N 89`41'S2 W 40.00' yQ„ u 43.07• 1 52.00' 52.00` 1 52.60' / 3.16' ; u: 8 O a-ffp .I \'¢f� FNWfO LOT28 f 36. 30• 3C' dp'l i� CB M o'� 41500 S.F. LOT 3 6 LOT 35 3 LOT 36 LOT 37 ^ 45�96 c LOT 39 g q i N 89°41'S2" W 90.W5,469 S.F. m 4,971 S.F. ;64,991 S.F. ® - W 4,812 S.F..r 1 g " u .o,oG is _ n LOT 29 r^ ! 1 .Op' 4,472S.F. LOT b w'p1' o Nsn$'S1' W 161.93 52,00' w 54,00' 25,26' 1 85.00, 113_ o F 57.95' 52.00' 52,OO' : o "' N 89.41'52' W 110.28'l v^ n w LOT 30 A LOT 0 0 i1QA0• 7,325SF. - 4 i tts I a z fO LOT 31 9 bd,677 S.F S$1 + z LOT 3A LOT 33 LOT 32 0 4,632 S.F. z m t, z� �: 0 m F- 4,898S.F. zm 4,439&F. z�= � x; E m 4,433 S.Fx � LOT 1 x1 S, 1 z N 56'4ET K_ C28 I 2,'�,1 Sk E 75' 'RAD _ �) `a' 4.95' 1 5.0O' .77' _ 4545 YC.;f`� N6Ry1k �4p; -70.07- 9Q.0'J C3ti J 18 _ o N 89°33'51'W 376.49• J 'o,F y S C -B38.12` �T PIONEER DRIVE 278A8' t9 o is Q N 093351' W 1116.60' `m ACCESS RlG}iIS TO PIOM1'EER DRIVE RELEASm ANG- REUNOU€SHED TO THE CITY OF HUNTiN670N BEACH + uj EXCEPT AT LOCATIONS APPROVED BY PLANNING COMM`:SSIQN. -- - I z � f �I 19 17 18 715 3 18 i - -- -- I�. HB -33- Item 3. - 10 ATTACHMENT #4 Huntington Beach Planning Commission 2000 MAIN STREET CALIFORNIA 92648 NOTICE OF ACTION October 10, 2012 Michael Adams Michael C. Adams Associates P.O. Box 382 Huntington Beach, CA 92648 SUBJECT: MITIGATED NEGATIVE DECLARATION NO. 08-12, TENTATIVE TRACT MAP NO. 17239, CONDITIONAL USE PERMIT NO. 08-25 (WARDLOW RESIDENTIAL SUBDIVISION) APPLICANTS: Michael Adams, Michael C. Adams Associates, P.O. Box 382, Huntington Beach, CA 92648 Thomas Grable, Tri Pointe Homes, LLC, 19520 Jamboree Road, Suite No. 200, Irvine, CA 92612 PROPERTY OWNER: Fountain Valley School District, Stephen L. McMahon - Assistant Superintendent, 10055 Slater Avenue, Fountain Valley, CA 92708 REQUEST: MND: To analyze the potential environmental impacts associated with the implementation of the proposed project. TTM: To subdivide approximately 8.35 acres of the subject property to accommodate 49 numbered lots with varying lot sizes for new detached single-family homes and seven lettered lots A-G for streets with standard and reduced widths, landscaped areas, and a public parking lot to be dedicated to the City for Wardlow Park. CUP: To permit the development of a 49 unit single-family residential subdivision proposed as a Planned Unit Development (PUD) with varying lot sizes (min. 4,152 square feet, max. 5,864 square feet) that average approximately 4,250 square feet (50 feet wide by 85 feet deep) and associated infrastructure and site improvements, including offsite sewer, water and storm drain improvements and development of an approximately 0.82 acre portion of land for the construction of an 80-space public parking lot. The request includes a review and analysis for compliance with the Infill Lot Ordinance. The Infill Lot Ordinance encourages adjacent property owners to review proposed development for compatibility/ privacy issues, such as window alignments, building pad height, and floor plan layout. LOCATION: 9191 Pioneer Drive, 92646 (north side of Pioneer Drive, east of Magnolia Avenue) DATE OF ACTION: October 9, 2012 Item 3. - 11 HB -34- I ilvl �' I — 536-5271 Fax , , -, , 540 WYM,suricity-hb-org Notice of Action MND 08-012,Tlim IM9, CUP 08-025 October 10,2012 Page 2 On Tuesday, October 9, 2012, the Huntington Beach Planning Commission took action on your application, and approved Mitigated Negative Declaration No. 08-012, conditionally approved Conditional Use Permit No. 08-025 and Tentative Tract Map No. 17239. Attached to this letter are the findings, mitigation measures, and conditions of approval. Under the provisions of the Huntington Beach Zoning and Subdivision Ordinance, the action taken by the Planning Commission becomes final at the expiration of the appeal period. A person desiring to appeal the decision shall file a written notice of appeal to the City Clerk within ten (10) calendar days of the date of the Planning Commission's action. The notice of appeal shall include the name and address of the appellant, the decision being appealed, and the grounds for the appeal. Said appeal must be accompanied by a filing fee of One Thousand, Seven Hundred Sixty-Three Dollars ($1,763.00) if the appeal is filed by a single family dwelling property owner appealing the decision on his own property and Three Thousand, Three Eighty- Three Dollars ($3,383.00) if the appeal is filed by any other party. In your case, the last day for filing an appeal and paying the filing fee is October 19, 2010 at 5:00 PM. Provisions of the Huntington Beach Zoning and Subdivision Ordinance are such that any application becomes null and void one (1) year after final approval, or at an alternative time specified as a condition of approval, unless actual construction has started. The conditional approval of a tentative map shall expire 24 months from its approval. The period of time may be lengthened if the project is subject to section 66452.6(a), (b), and (c) of the Subdivision Map Act. "Excepting those actions commenced pursuant the California Environmental Quality Act, you are hereby notified that you have 90 days to protest the imposition of the fees described in this Notice of Action. If you fail to file a written protest regarding any of the fees contained in this Notice, you will be legally barred from later challenging such action pursuant to Government Code §66020." If you have any questions, please contact Herb Fauland, the project planner, at hfauland@surfcity-hb.org or (714) 536-5438 or the Planning Department Zoning Counter at (714) 536-5271, Sincerely, Scott Hess, Secretary Planning Commission By: Herb Fauland, Planning Ma alter SH:HF:kdc Attachments: Findings and Conditions of Approval —MND 08-012, TTM 17239, and CUP No. 08-025 HB -35- Item 3. - 12 Notice of Action MND 08-012,Tl ivi 17239,CUP 08-025 October 10,2012 Page 2 c: Honorable Mayor and City Council Chair and Planning Commission Fred A. Wilson, City Manager Scott Hess, Director of Planning and Building Bill Reardon, Division Chief/Fire Marshal Mike Vigliotta, Deputy City Attorney III Debbie DeBow, Principal Civil Engineer Mark Carnahan, Inspection Manager Property Owner Project File Item 3. - 13 NB -36- ATTACHMENT NO. 1 FINDINGS AND CONDITIONS OF APPROVAL MITIGATE NEGATIVE DECLARATION NO. 0 -12 TENTATIVE TRACT MAP NO. 17239 CONDITIONAL USE PERMIT NO. 08-25 FINDINGS FOR APPROVAL— MITIGATE NEGATIVE DECLARATION NO. 08-12: 1. Mitigated Negative Declaration No. 08-12 has been prepared in compliance with Article 6 of the California Environmental Quality Act (CEQA) Guidelines. It was advertised and available for a public comment period of twenty (20) days. Comments received during the comment period were considered by the Planning Commission prior to action on the Mitigated Negative Declaration No. 08- 12, General Plan Amendment No. 08-04, Zoning Map Amendment No. 08-04, Tentative Tract Map No. 17239, and Conditional Use Permit No. 08-25. 2. Mitigation measures, incorporated into the attached conditions of approval, avoid or reduce the project's effects to a point where clearly no significant effect on the environment will occur. Mitigation measures are incorporated to address impacts to geology/soils, hydrology/water quality, biological resources, hazards and hazardous materials, cultural resources, and mandatory findings of significance. The proposed geology/soils mitigation measures would incorporate measures with site preparation, fill placement and compaction, seismic design features, excavation and shoring requirements, foundation design, concrete slabs and pavement, surface drainage, trench backfill, and geotechnical observation in order to mitigate against impacts to liquefaction and settlement at the subject site. The proposed hydrology/water quality mitigation measure would require that a Hydrology and Hydraulic analysis be prepared, reviewed and approved by the City with specifications that drainage improvements be designed and constructed to mitigate against potential impacts of increased runoff during development, or deficient downstream systems in accordance with the Department of Public Works. The proposed biological resources mitigation measure would incorporate a measure that would ensure that impacts to nesting birds in the project area are protected during site development and result in a less than significant impact. The hazards and hazardous materials mitigation measure requires that a soils survey be prepared for the project site to ensure that any potential hazardous materials do not remain on site. The proposed noise mitigation measure will ensure that adjacent sensitive noise receptors (i.e., residential) are protect during site development through the incorporation of sound attenuation devices on construction machinery, requirements for properly maintained construction equipment, and that stationary equipment are directed away from sensitive noise receptors. The mitigation measures also specify procedures for the projection of cultural and paleontological resources are discovered during the development of the project. However, the.mitigation measures would ensure that impacts would be less than significant in the unlikely event these resources are discovered during grading and construction activities. 3. There is no substantial evidence in light of the whole record before the Planning Commission that the project, as mitigated, will not have a significant effect on the environment. Potential impacts from the project are minimized to a less than significant level through the project design, standard code requirements and the recommended mitigation measures. G:PC\NGA\1G\t�ND 09-001 Attachment 1.1 FIB B -3 7- Item 3. - 14 FINDINGS FOR APPROVAL -TENTATIVE MAP NO. 17239: 1. Tentative Tract Map No. 17239 for the subdivision of approximately 8.35 acres of land into 49 numbered lots for the purpose of constructing 49 detached single-family residences and 7 lettered lots for streets, landscaped areas, and a parking lot is consistent with the requirements of the RL zoning district with exceptions that are proposed as part of the Planned Unit Development (PUD) design for the project. These exceptions include deviations to minimum lot width and size and are permissible with development of a PUD pursuant to Huntington Beach and Subdivision Ordinance (HBZSO). The proposed subdivision is consistent with goals, policies, and objectives of the General Plan Land Use Element that govern new subdivisions and residential development. 2. The site is physically suitable for the type and density of development. The project site is able to accommodate the type of development proposed from a public service, circulation, and drainage perspective. The proposed subdivision will result in a density of 6.5 units per net acre (5.9 units/gross acre). The proposed density is below the allowable density of 7 units per acre of Residential Low Density land uses designation for which the project is proposing to be designated. The proposed density would be consistent with, or lower than existing surrounding developments. 3. The design of the subdivision or the proposed improvements will not cause serious health problems or substantial environmental damage or substantially and avoidably injure fish or Wildlife or their habitat. The site has been previously used as a public elementary school by the Fountain Valley School District. The site does not contain any significant habitat for wildlife or fish. Design features of the project as well as compliance with the provisions of Chapter 221 of the Huntington Beach Zoning and Subdivision Ordinance will ensure that the subdivision will not significantly impact the function and value of any resources adjacent to the project site. The project will comply with all mitigation measures identified in Mitigated Negative Declaration No. 08-12. 4. The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision unless alternative easements, for access or for use, will be provided. The subdivision will provide all necessary easements and will not affect any existing easements. FINDINGS FOR APPROVAL - CONDITIONAL USE PERMIT NO. 08-25: 1 Conditional Use Permit No. 08-25 for the development of a 49 unit single-family residential subdivision proposed as a Planned Unit Development (PUD) with varying lot sizes (min. 4,152 square feet, max. 5,864 square feet) that average approximately 4,250 square feet (50 feet wide by 85 feet deep) and associated infrastructure and site improvements, including offsite sewer, water and storm drain improvements and development of an approximately 0.82 acre portion of land for the construction of an 80-space public parking lot will not be detrimental to the general welfare of persons working or residing in the vicinity or detrimental to the value of the property and improvements in the neighborhood. The project, with conditions, will result in less than significant impacts related to traffic, noise, lighting, aesthetics, including privacy. The project will have greater setbacks at a minimum of 20 ft. along the first floor and upper story setbacks to protect privacy impacts onto existing residences located to the north of the subject development. The project will provide mutual benefits for the residents of the project and the general public. The mutual benefits include a 0.82-acre dedication and improvements exceed by 27% what would normally be required from a developer based upon Quimby Act requirements. Additional public benefits consist of allowing park uses to park on the tracts' private streets, water quality and storm drain improvements including construction of a 1,905 linear foot storm drain, replacement of existing snack bar and G:PC\N0A\101MND 09-001 Affachmerit 1.2 Item 3. - 15 I-IB -',S- fencing, and lighting improvements. Based upon the conditions impose and mitigation measures, the proposed project will not result in significant impacts onto adjacent properties. 2. The conditional use permit will be compatible with surrounding single family residential in terms of setbacks, onsite parking, lot coverage, and allowable building height. The project includes two- story homes that are compatible with surrounding developments in terms of each building's overall mass and scale. Increased rear setbacks will be provided for those lots located adjacent to existing homes. Enhanced landscaping will be provided throughout the development. An 80-space parking lot will be developed along the westerly portion of the subject lot to provide public paring for patrons of Wardlow Park. The location of parking lot will provide a compatible transition between the proposed development and the park. 3. The proposed project will comply with the provisions of the base district and other applicable provisions in Titles 20-25 of the Huntington Beach Zoning and Subdivision {ordinance. Variations to lot size and width are permitted by conditional use permit as part of a Planned Unit Development. 4. The granting of the conditional use permit will not adversely affect the General Plan. It is consistent with the proposed General Plan Land Use Element designation of Residential Low Density. In addition, it is consistent with the following policy of the General Plan: Po/icy LU 9.2.1: Require that all new residential development within existing residential neighborhoods (i.e., infill) be compatible with existing structures, including the use of building heights, grade elevations, orientation and bulk that are compatible with the surrounding development. The proposed homes are compatible with existing homes in the area in term of style, materials, and colors. The buildings are will articulated and will have enhanced building elevations along street frontages. The building are provided with a setback buffer along the north property line. MITIGATION MEASURES FOR ENVIRONMENTAL CONCERNS: 1. The grading plan prepared for the proposed project shall contain the recommendations included in the reports listed below. These recommendations shall be implemented in the design of the project and include measures associated with site preparation, fill placement and compaction, seismic design features, excavation and shoring requirements, foundation design, concrete slabs and pavement, surface drainage, trench backfll, and geotechnical observation : i) The August 23, 2007, Geotechnical Investigation and Liquefaction Evaluation Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. ii) The October 17, 2007, Additional Subsurface Exploration and Laboratory Testing Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. iii) February 17, 2012, Geotechnical Review and Commentary of Existing Reports and Plans for the Wardlow School School Site Project. (Mitigation Measure) 2. Prior to issuance of building permits for the project, in order to complete the soils information in areas of the site where existing structures and improvements have prevented easy access to deeper soil, additional subsurface borings shall be conducted. The project shall comply with any additional recommendations resulting from this additional subsurface investigation. (Mitigation Measure) G:PC\NOAt10tMNd 09-001 Attachment 1.3 NB -39- Item 3. - 16 3. Prior to issuance of a grading permit , Hydrology and Hydraulic analysis shall be submitted for Public Works review and approval (10, 25, and 100-year storms shall be analyzed as applicable). The drainage improvements shall be designed and constructed as required by the Department of Public Works to mitigate impact of increased runoff due to development, or deficient, downstream systems. Design of all necessary drainage improvements shall provide mitigation for all rainfall event frequencies up to a 100-year frequency. Runoff shall be limited to existing 25-year flows, which must be established in the hydrology study. If the analysis shows that the City's current drainage system cannot meet the volume needs of the project runoff, the developer shall be required to attenuate site runoff to an amount not to exceed the existing 25-year storm as determined by the hydrology study. As an option, the developer may choose to explore low-flow design alternatives, onsite attenuation or detention, or upgrade the City's storm drain system to accommodate the impacts of the new development, at no cost to the City. (Mitigation Measure) 4. Prior to ground disturbance, the applicant shall provide the City of Huntington Beach proof that a certified biologist has been retained to determine if nesting birds are present within the Project footprint or within a 250-foot buffer around the site. If nesting birds are present, construction activity shall be avoided in the area until nesting activity is complete (generally February 1 to August 31), as determined by the biologist. If ground or vegetation disturbance would occur between February and August, a preconstruction nesting bird survey shall be conducted seven days prior to any ground or vegetation disturbance. Any active nests identified shall have a buffer area established within a 100- foot radius (200 foot for birds of prey) of the active nest. Disturbance shall not occur within the buffer area until the biologist determines that the young have fledged. Construction activity may occur within the buffer area at the discretion of the biological monitor. (Mitigation Measure) 5. Prior to issuance of a grading permit, the project applicant shall have a soils survey conducted for the proposed project site to determine if any agricultural chemicals (herbicides, insecticides, pesticides and metals) remain at the project site from past agricultural use. The applicant shall implement the mitigation recommendations in the soils report. (Mitigation Measure) 6. All construction equipment shall use available noise suppression devices and properly maintained mufflers. All internal combustion engines used in the project area shall be equipped with the type of muffler recommended by the vehicle manufacturer. In addition, all equipment shall be maintained in good mechanical condition to minimize noise created by faulty or poorly maintained engine, drivetrain, and other components. (Mitigation Measure) 7, During the construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receptors and as far as possible from the boundary of the residential use. (Mitigation Measure) 8. Prior to demolition, the whole of the existing Wardlow School shall be fully recorded onto DPR523 form sets and the form set delivered to the South Coastal Central Information Center at CSU- Fullerton. Delivery of the data to the Center mitigates for potential direct and unavoidable impacts to the existing structure complex. (Mitigation Measure) 9. The project applicant shall ensure that during ground-disturbing activities an archaeological mitigation monitoring program shall be implemented within the project boundaries. Full-time monitoring shall continue until the project archaeologist determines that the overall sensitivity of the project area has been reduced from high to low, as a result of mitigation monitoring. Should the monitor determine that there are no cultural resources within the impacted areas, or should the sensitivity be reduced to low during monitoring, all monitoring shall cease. G:PC\NOA\10'JAND 09-001 Attachment 1.4 Item 3. - 17 HB -40- Specifically, prior to issuance of the first rough grading permit, and for any subsequent permit involving excavation to increased depth, the landowner or subsequent project applicant shall provide evidence to the City of Huntington Beach that a qualified archaeologist has been retained by the landowner or subsequent project applicant, and that the consultant(s) will be present during all grading and other significant ground disturbing activities. (Mitigation Measure) 10. The project applicant shall ensure that during excavation a qualified paleontoligic monitor is present to observe excavation in areas identified as likely to contain paleontologic resources. Based upon this review, areas of concern include undisturbed older Quaternary deposits, Paleontologic monitors should be equipped to salvage fossils as they are unearthed, to avoid construction delays, and to remove samples of sediments likely to contain the remains of small fossil invertebrates and vertebrates. Monitors must be empowered to temporarily halt or divert equipment to allow removal of abundant or large specimens. Monitoring may be reduced or eliminated if the potentially fossiliferous units described herein are determined upon exposure and examination by qualified paleontologic personnel to have low potential to contain fossil resources, or if the parameters of the proposed project will not impact potentially fossiliferous units. This decision is at the discretion of the qualified paleontologic monitor. If the monitoring program results in positive findings, then refer to PR-2 to PR-4. (Mitigation Measure) 11. Preparation of recovered specimens to a point of identification and permanent preservation, including washing of sediments to recover small invertebrates and vertebrates. Preparation and stabilization of all recovered fossils are essential in order to fully mitigate adverse impacts to the resources. (Mitigation Measure) 12. Identification and curation of specimens into an established, accredited museum repository with permanent retrievable paleontologic storage. These procedures are also essential steps in effective paleontologic mitigation and CEQA compliance. The paleontologist must have a written repository agreement in hand prior to the initiation of mitigation activities. Mitigation of adverse impacts to significant paleontologic resources is not complete until such curation into an established museum repository has been fully completed and documented. (Mitigation Measure) 13. Preparation of a report of findings with an appended itemized inventory of specimens. The report and inventory, when submitted to the appropriate Lead Agency along with confirmation of the curation of recovered specimens into an established, accredited museum repository, will signify completion of the program to mitigate impacts to paleontologic resources. (Mitigation Measure) CONDITIONS OF APPROVAL—TENTATIVE TRACT MAP NO. 17239: 1. The Tentative Tract Map No. 17239 received and dated May 18, 2012, shall be the approved layout except with the following exception: a. Increase the right-of-way width between Lot Nos. 9, 12, and 13 to 56 ft. 2. Prior to submittal of the tract map to the Public Works Department for processing and approval, the following shall be required: a. An Affordable Housing Agreement in accordance with the Affordable Housing Program shall be submitted to the Planning and Building Department for review and approval by the City Attorney, and accepted by the City Council, Said agreement shall be recorded with the Orange County Recorder's Office prior to issuance of the first building permit for the tract. A total of 4.9 affordable housing units will be required at an offsite location that will be under the full control of Tri Pointe Homes or another City approved party. Tri Pointe Homes may consider new G:PC\NOA\l OUND 09-001 Attachment 1.5 I-IB -41- Item 3. - 18 ^ ' construction orsubstantial rehabilitation (as defined by Government Code Section33413 8ffO[d8b(e housing production requirements) of existing non-restricted units with the condition that upon completion of the rehabilitation the units become restricted to long-term affordability in compliance with City requirements. 3, The final map for Tentative Tract Map No. 17239 shall not be approved by the City Council until General Plan Amendment No. 08-04, Zoning Map Amendment No. 08-04 are approved and in effect. 4. The following conditions ahe|| be completed prior to recordation of the final map unless otherwise stated. The following shall be dedicated to the City of Huntington Beach: m. An approximately 0.82 acre portion of land (Lot No F) and construction 0fa new landscaped parking lot containing 80-parking spaces located at the southwest portion of the project site. The parking lot will encompass the entire 0.82 acre lot. The land will be dedicated to the City for purposes of public parking. (Public Benefit) 5. The following conditions shall be completed prior t0 recordation 0fthe final map: 8. At least 90 days before City C0uO[j| action 0O the final map, CC&RS Sh8U be submitted to the Departments of Planning and Building, Public Works, Fine. and CityAttorney'a office for review and approval. The CC&RSshall include the following: i. Provide for maintenance, repair and replacement by a Homeowner's Association /HOA\ for all common area landscaping, irrigation, d[8)O8ge facilities, water quality BK8P'S, VV8te[ system lines, fire system (iOeS' sewer system |iOeS. and private service utilities. |i. Incorporate 8 Fire Master Plan that provides 8 strategic plan for overall fire protection within the project with general guidelines outlining the creation and maintenance of fins access [08dvv8yS. access walkways to and @[0Und buildings, and hydrant quantity and placement as required by the California Fine and Building Codes (CFC and CB[). )ii. Prohibit the blocking or S[TeeOiOQ of fine hydrants or fine service facilities located in public right-of+w8y0[ 0OSite. iv. Provide funding 80u[CeS for implementation, monitoring and maintenance of VV8te[ QW8(ih/ treatment train BMP's and appurtenances per the approved Water Quality Management Plan (VV[}K8P). The approved VVQK8P Sh8U be incorporated into the CC&R'S by reference, and shall be updated as required by local, state or federal |@VV or regulation and the City of Huntington Beach Local Implementation Plan (LIP). V. The CC&RS shall restrict any [eViSi0O or amendment of the VVC}K8P except as may be dictated bv either local, state orfederal law and the L|R Vi. Appropriate language shall be placed into the project CCQ`RS specifically allowing and guaranteeing the 0OQ0iOg ability of the general public to utilize on street parking within the development. (Public Benefit) Vii. /\ppr0ph8te language Sh8U be incorporated into the project CC&R'S restricting on-street parking for recreational vehicles. (FD) b. Portions of the backyards of several existing h0[DeS adjacent to the proposed development currently drain through chain-link fences and to the subject property. The blockage of this flow by the proposed development walls could result in potential flooding of said adjacent backyards. The applicant Sh8|| provide to the City of Huntington Beach Public Works Department for review and approval the proposed method to address this issue. (PW) 6. The following conditions shall be completed prior t0 issuance 0fa Grading Permit: r­pr\mnAwOV0ND09-oO1 Attachment 1.8 TfeD} 3. - 19 L{B -42- a. At least 14 days prior to any grading activity, the applicant/developer shall provide notice in writing to property owners of record and tenants of properties within a 500-foot radius of the project site as noticed for the public hearing. The notice shall include a general description of planned grading activities and an estimated timeline for commencement and completion of work and a contact person name with phone number. Prior to issuance of the grading permit, a copy of the notice and list of recipients shall be submitted to the Planning and Building Department. b. The proposed detention basin within the City Park shall be designed for a maximum ponding depth of 2 feet with minimum side slopes of 4:1. The maximum detention allowed shall be 1.5 hours. The proposed turf section for the detention area shall be designed by a Registered Landscape Architect for proper function as both water detention basin and playing surface. (PW) c. The grading plan prepared for the proposed project shall contain the recommendations included in the reports listed below. These recommendations shall be implemented in the design of the project and include measures associated with site preparation, fill placement and compaction, seismic design features, excavation and shoring requirements, foundation design, concrete slabs and pavement, surface drainage, trench backfill, and geotechnical observation: i) The August 23, 2007, Geotechnical Investigation and Liquefaction Evaluation Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. ii) The October 17, 2007, Additional Subsurface Exploration and Laboratory Testing Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. iii) February 17, 2012, Geotechnical Review and Commentary of Existing Reports and Plans for the Wardlow School School Site Project. (Mitigation Leasure) 7. The structure(s) cannot be occupied, the final building permit(s) cannot be approved, and utilities cannot be released for the first residential unit until the following has been completed: a. A water quality basin shall be installed that will treat water from the project site before being released into the public's downstream storm drain system. (Public Benefit) b. A storm drain underneath the 80-space parking lot in combination with a detention facility or depression and a drain inlet located at the northeast corner of Wardlow Park shall be installed. (Public Benefit) c. A new 36 inch and 42 inch reinforced concrete storm drain shall be constructed in accordance with the Master Plan of Drainage that will run for approximately 1,905 linear feet to tie into the existing storm drain in Adams Avenue. (Public Benefit) d. The streetlights currently located on the south side of Pioneer Drive and serviced by an overhead electrical line shall be removed and installed on the north side of Pioneer Drive. (Public Benefit) e. The power line currently located along the north side of Pioneer Drive at the southerly edge of HVLL ball fields between Magnolia Street and the former Wardlow School buildings shall be removed and relocated underground in an above ground vault on the City's Wardow Park property. (Public Benefit) f. The final map shall be recorded with the County of Orange. 8. Comply with all mitigation measures adopted for the project in conjunction with Mitigated Negative Declaration No. 08-12. G:PC\NOAl10\MND 49-001 Attachment 17xB _�;_ Item 3. - 20 9. |ACD[pD[8tDA Of auat8iA8b8 or "green" building practices into the design of the p[OpDa8d st[UCtU[8a and associated site improvements is highly encouraged. Sustainable building practices may include (but are not |\Olit8d to) those [8CDrO08Ad8d by the U.S. G[88A Building CoUA[j|'a Leadership in Energy and Environmental Design (LEE[) Program certification ) or BuildIt Green's Green Building CONDITIONS OF APPROVAL -CONDITIONAL USE PERMIT NO.Guidelines and Rating Systems (http://www.builditgreen.orgi.green-building-guidelin����. 1. The site plan, floor D|aAa' and 8|8VabDAa [8C8V8d and dated May 15, 2012. ShEA| be the CDAceDtU8|k/ approved design with the fD||DVVAg modifications: a. All Plan 3 models ahoU depict lot coverage no greater than 50Y6. (HEBZSO Sect. 210'06) h. All Plan 1C models shall depict o maximum building height no greater than 30 ft. (HBZSO Sect. 210'DG) c. Any building 8|8VEtiDAS visible from public view or 3|OAg the periphery of the d8V8|Dp08At ah8|| be architectural eAh8AC8d in 8 airnUa[ fashion to the front 8|8V8tiOAa (i.8.-, enhanced vviAdDvx and door treatments and contrasting building nnoteho|a). d. Depict the location of all gas metera, water meteno, electrical panels, air conditioning units, mailboxes (as approved by the United States Postal 88n/iC8\, and a\r0i|a[ items DA the site plan and elevations. If located on o buUding, they shall be architecturally designed into the building to appear as port of the building. They shall be architecturally compatible with the building and non- obtrusive, not interfere with a\d8Valh a[88a and comply with required s8tb8CKa. e. Incorporate o 10' by 10` visibility triangle for the intersection between Lots B and E and Lots C and E. The visibility triangles pertain to the intersecting points adjacent to Lot Nos. 22 and 39. (HBZSO Sent. 233.88C) 2. G[88A building at[318gi8a shall be iAcD[pOn8t8d into the CDOat[UCtiOA of the [8a\d8Atia| units that meet all 0aAd8tDn/ 088aU[8a Of the State Of California Housing and Community DeV8|Op08At'a 2010 California Green Building CDd8, including providing 8A8[gy 8ffiCi8ACy 30 percent gF88t8[ than the 2008 California Energy CD0rOiaaiDA Title 24 code at@Ad8[da. |AcD[pD[8tiDA of sustainable D["g[88D" building practices into the design of the proposed structures and associated site improvements is highly 8ACDU[ag8d. Sustainable building practices may include (but are not limited to) those [8cDrO[n8Aded by the U.S. Green BU\|d|Ag CDUACU'a Leadership in Energy and EAVi[DAnn8At8| Design (LEED) Program certification (http://www.usqbc.org/DisplayPage.aspx?CategorylD=19) or Build It Green's Green Building GUid8|iA8a and Rating 8yat8rna . (Public Benefit) 3. Prior to |aauaAC8 Of demolition p8[rO|ta' the vVhD|8 of the existing Wand|DVV SChDD| shall be fully recorded onto DPR523 form sets and the form set delivered to the South Coastal Central Information C8At8. at CSU-Fullerton. Delivery of the data to the C8At8[ mitigates for potential direct and unavoidable impacts to the existing structure complex. (Mitigation Measure) 4. Prior tD ground disturbance activity, the following shall b8completed: 8. The applicant shall provide the City of Huntington Beach proof that 8 certified biologist has been retained to d8t8[0iA8 if nesting birds are present within the Project footprint or within a 250-fDDt buffer 8noUAd the site. If nesting binds are p[8a8At. CDAStrUctiDA activity shall be avoided in the area until nesting activity is CD0cd8t8 (g8A8[a||y F8b[u8n/ 1 to August 31)' as determined by the biologist. If ground or V8g8t8t\DA disturbance VVDu|d DCCVr between F8b[U8[y and August, 8 ",=,`^11--1^118VNND09-801 Attscmmont1.8 Item 3, - 21 1113 -44 preconstruction nesting bird survey shall be conducted seven days prior to any ground Or vegetation disturbance. Any active nests identified shall have a buffer area established within a 100-foOt [aUiUS (200 foot for b|FUS Of prey) of the active nest. Disturbance Sh@!| not occur within the buffer area until the biologist determines that the young have fledged. Construction activity may occur within the buffer area 8dthe discretion Of the biological nlOOitO[ (Mitigation Measure) b. The project applicant shall ensure that during ground-disturbing activities an archaeological mitigation monitoring program shall be implemented within the project boundaries. Full-time monitoring shall continue until the project archaeologist determines that the OVeng|l sensitivity Of the project area has been reduced from high to |ovv, as a result of mitigation monitoring. Should the OlOOitO[ deteOnine that there are OO cU|tU[a| resources within the impacted aFBBS` or should the sensitivity be reduced to low during nlOOitOhng' all nlOOitOhOg shall cease. SpeCj5cB||y' phO[ to iSSUaOcg Of the first rough grading p8[nliƒ, and for any subsequent pg[nl|t involving excavation to increased depth, the landowner or subsequent project applicant shall provide evidence to the City of Huntington Beach that a qualified archaeologist has been retained by the |aOdOxvne[ or subsequent project applicant, and that the cOOSU|taOKe\ will be present duhng all grading and other significant ground disturbing activities. (Mitigation Measure) c. The project applicant 8h@U eOSUFg that during eXcBV@tiOO a qualified p@\eOOtOligic monitor is present to observe excavation in areas identified as likely to contain paleontologic resources. Based UpOO this ngViBw. areas Of cOOcg[O include undisturbed older ClU@he[O@ry deposits. Paleontologic monitors should be equipped to salvage fossils as they are unearthed, to avoid cOOSt[UctiOO delays, and to ngnlOmg S@nlplea Of sediments likely to contain the [enl@iOS Of small fossil invertebrates and vertebrates. Monitors must be empowered to temporarily halt or divert equipment to ai|OVV FgDlOVa| Of abundant or large 8pgCjn0eOS. yNOOi[OhOg may be reduced or eliminated if the potentially fommiUferoum units described herein are determined Upon exposure and eX@Dl\n@tiOn by qualified paleontologic personnel to have |ovx potential to contain fossil resources, or if the parameters of the proposed project will not impact potentially fomsi|ifannum units. This decision is at the discretion Of the qualified paleontologic nlODitO[ If the nlQOitOhng program PamUitm in positive findings, then refer to PR-2 to PR-4. (Mitigation Measure) d. Preparation of recovered specimens to a point of identification and permanent preservation, including washing Of SBd\OleOtS to ngcOVe[ small invertebrates and vertebrates. Preparation and stabilization of all recovered fossils are essential in order to fully mitigate adverse impacts to the resources. (K8l1i@adiom Measure) e. Identification and cU[@t\On Of sPgCjnlenS into an established, accredited nlUSeUm repository with permanent retrievable paleontologic storage. These procedures are also essential steps in effective pa|eOOtO|Og|C mitigation and (}ECl/\ compliance. The paleontologist nlUSt have @VVrittgO repository agreement in hand prior to the initiation Of mitigation activities. Mitigation Of adverse impacts to significant paleontologic resources is not complete until such cUradOn into an established nnuaeunn repository has been fully completed and documented. (Mitigation Measure) f. Preparation of@ report Of findings with an appended itemized inventory Ofspecimens. The report and inventory, when submitted to the appropriate Lead Agency along with cOOfiDnatiOO Of the cUratiOn Of FBcOVBPed specimens into an established, accredited nlUS8UDl repository, will signify completion of the program to mitigate impacts to paleontologic resources. (Mitigation Measure) 5. During deOlO||1ioO. gradiOg. site development, and/or cOOst[UCtiOO, the following shall be adhered to: a. Construction equipment shall be maintained in peak operating condition to reduce emissions. b. Use low sulfur (0.596) fuel by weight for construction equipment. G:PCVvOA\lOWNo 0e-001 Attachment1.e DB -4�- Item 3' - 22 c. Truck idling shall be prohibited for periods longer than 10 minutes. d. Attempt to phase and schedule activities to avoid high ozone days first stage smog alerts. e. Discontinue operation during second stage smog alerts. f. Ensure clearly visible signs are posted on the perimeter of the site identifying the name and phone number of a field supervisor to contact for information regarding the development and any construction/ grading activity. g. All Huntington Beach Zoning and Subdivision Ordinance and Municipal Code requirements including the Noise Ordinance. All activities including truck deliveries associated with construction, grading, remodeling, or repair shall be limited to Monday - Saturday 7:00 AM to 8:00 PM. Such activities are prohibited Sundays and Federal holidays. h. All construction equipment shall use available noise suppression devices and properly maintained mufflers. All internal combustion engines used in the project area shall be equipped with the type of muffler recommended by the vehicle manufacturer. In addition, all equipment shall be maintained in good mechanical condition to minimize noise created by faulty or poorly maintained engine, drivetrain, and other components. (Mitigation Measure) i. Stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receptors and as far as possible from the boundary of the residential use. (Mitigation Measure) 6. Prior to issuance of grading permits, the following shall be completed: a. At least 14 days prior to any grading activity, the applicant/developer shall provide notice in writing to property owners of record and tenants of properties within a 500-foot radius of the project site as noticed for the public hearing. The notice shall include a general description of planned grading activities and an estimated timeline for commencement and completion of work and a contact person name with phone number. Prior to issuance of the grading permit, a copy of the notice and list of recipients shall be submitted to the Planning and Building Department. b. Blockwall/fencing plans (including a site plan, section drawings, and elevations depicting the height and material of all retaining walls, walls, and fences) consistent with the grading plan shall be submitted to and approved by the Planning and Building Department. Double walls shall be avoided to the greatest extent feasible. Applicant shall coordinate with adjacent property owners and make reasonable attempts to construct one common property line wall. If coordination between property owners cannot be accomplished, the applicant shall construct up to a six (6') foot tall wall located entirely within the subject property and with a two (2) inch maximum separation from the property line. Prior to the construction of any new walls, a plan must be submitted identifying the removal of any existing walls located on the subject property. Any removal of walls on private residential property and construction of new common walls shall include approval by property owners of adjacent properties. The plans shall identify materials, seep holes and drainage. c. The grading plan prepared for the proposed project shall contain the recommendations included in the reports listed below. These recommendations shall be implemented in the design of the project and include measures associated with site preparation, fill placement and compaction, seismic design features, excavation and shoring requirements, foundation design, concrete slabs and pavement, surface drainage, trench backfill, and geotechnical observation: i) The August 23, 2007, Geotechnical Investigation and Liquefaction Evaluation Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. ('-Pr\NOA\10\MND 09-001 Attachment 1.10 Item 3. - 23 1113 -46- ii) The October 17, 2007, Additional Subsurface Exploration and Laboratory Testing Proposed Residential Development Wardlow School Site, prepared by Southern California Geotechnical. iii) February 17, 2012, Geotechnical Review and Commentary of Existing Reports and Plans for the Wardlow School School Site Project. (Mitigation Measure) d. Hydrology and Hydraulic analysis shall be submitted for Public Works review and approval (10, 25, and 1 00-year storms shall be analyzed as applicable). The drainage improvements shall be designed and constructed as required by the Department of Public Works to mitigate impact of increased runoff due to development, or deficient, downstream systems. Design of all necessary drainage improvements shall provide mitigation for all rainfall event frequencies up to a 1 00-year frequency. Runoff shall be limited to existing 25-year flows, which must be established in the hydrology study. If the analysis shows that the City's current drainage system cannot meet the volume needs of the project runoff, the developer shall be required to attenuate site runoff to an amount not to exceed the existing 25-year storm as determined by the hydrology study. As an option, the developer may choose to explore low-flow design alternatives, onsite attenuation or detention, or upgrade the City's storm drain system to accommodate the impacts of the new development, at no cost to the City. (Mitigation Measure) e. The project applicant shall have a soils survey conducted for the proposed project site to determine if any agricultural chemicals (herbicides, insecticides, pesticides and metals) remain at the project site from past agricultural use. The applicant shall implement the mitigation recommendations in the soils report. (Mitigation Measure) 7. Prior to submittal for building permits, the following shall be completed'. a. Zoning entitlement conditions of approval shall be printed verbatim on one of the first three pages of all the working drawing sets used for issuance of building permits (architectural, structural, electrical, mechanical and plumbing) and shall be referenced in the sheet index. The minimum font size utilized for printed text shall be 12 point. b. Submit three (3) copies of the site plan and the processing fee to the Planning and Building Department for addressing purposes after street name approval by the Fire Department. c. Contact the United States Postal Service for approval of mailbox location(s). d. In order to complete the soils information in areas of the site where existing structures and improvements have prevented easy access to deeper soil, additional subsurface borings shall be conducted. The project shall comply with any additional recommendations resulting from this additional subsurface investigation. (Mitigation Measure) 8. Prior to issuance of building permits, the following shall be completed: a. Submit a copy of the revised site plan, floor plans and elevations pursuant to Condition No. 1 for review and approval and inclusion in the entitlement file to the Planning and Building Department; and submit 8 inch by 10 inch colored photographs of all colored renderings, elevations, materials sample board, and massing model to the Planning and Building Department for inclusion in the entitlement file. b. An interim parking and building materials storage plan shall be submitted to the Planning Department to assure adequate parking and restroom facilities are available for employees, customers and contractors during the project's construction phase and that adjacent properties will not be impacted by their location. The plan shall also be reviewed and approved by the Fire Department and Public Works Department. The applicant shall obtain any necessary encroachment permits from the Department of Public Works. G:PC\N0N\10\hqND 09-001 1 IB -47- Attachment 1.11 Item 3. - 24 c. A Fire Master Plan shall be submitted and approved by the Fire Department. The Fire Master Plan shall include but is not limited to the following: 1. Building locations, height and stories, addresses, and construction type; 2. Property dimensions or accurate scale; 3. Location of the following: 1. Hydrants with travel distance between called out; 2. Red curbing; 3. Gate locations or opticoms (if required) and fences; and 4. Fire land dimensions, lengths, signage and striping, turning radii at corners and circleslcul-de-sacs. 4. A list of Alternative Materials and Methods (per the 2010 C.F.C. Section 104.9) of compliance to the road width requirements. The items the developer shall provide for the Fire Department include, but are not limited to the following: 1. Reduced hydrant spacing (increased water availability) provided at strategic locations to accommodate Fire Department Operations; 2. Red curbing (additional red curbing beyond what's required in the Fire Department's City Specifications) to prevent parking near hydrants; 3. Signage at development entrances identifying the Fire Road locations, red curb areas, hydrant locations; 4. Increased Fire Protection System standards (i.e. Bell provided on each side of homes, instead of just one side, that will activate upon fire sprinkler water flow); and 5. Restrictions shall be incorporated into the development's CC&R's restricting on street parking for recreational vehicles. (FD) d. A public art element shall be reviewed and approved by the Design Review Board, the Planning Director, and the Cultural Services Division Manager prior to issuance of any building permit for the project. The public art shall be in place at the subject site prior to final building inspection. The public art element shall be integrated and be in a location that is visible to the public within the Wardlow residential project. Public art shall incorporate the following: 1. Artistic excellence and innovation; 2. Appropriate to the design of the project, and 3. Indicative of the community's cultural identity (ecology; history, society). 9. The structure(s) cannot be occupied, the final building permit(s) cannot be approved, and utilities cannot be released for the first residential unit until the following has been completed: a. The applicant shall obtain the necessary permits from the South Coast Air Quality Management District and submit a copy to Planning and Building Department. b. Compliance with all conditions of approval specified herein shall be accomplished and verified by the Planning and Building Department. c. All building spoils, such as unusable lumber, wire, pipe, and other surplus or unusable material, shall be disposed of at an off-site facility equipped to handle them. G:PCWOA't10WND 09-001 Attachment 1.12 Item 3. - 25 t-1B -48- d. A new snack bar/equipment room/public restroorn facility shall be constructed on the Wardlow Park grounds to replace one that will be demolished on the subject property, (Public Benefit) e. An overhead light fixture shall be installed in the northeast corner of Wardlow Park to provide illumination as an additional security feature to improve overall visibility. (Public Benefit) f. The chain link fence on the south edge of the ball fields shall be removed and replaced. (Public Benefit) 10. Conditional Use Permit No. 08-25 shall become null and void unless exercised within two years of the date of the final approval or such extension of time as may be granted by the Director pursuant to a written request submitted to the Planning and Building Department a minimum 30 days prior to the expiration date. 11. The development services departments (Planning and Building, Fire, Planning and Public Works) shall be responsible for ensuring compliance with all applicable code requirements and conditions of approval. The Director of Planning and Building may approve minor amendments to plans and/or conditions of approval as appropriate based on changed circumstances, new information or other relevant factors. Any proposed plan/project revisions shall be called out on the plan sets submitted for building permits. Permits shall not be issued until the Development Services Departments have reviewed and approved the proposed changes for conformance with the intent of the Planning Commission's action. If the proposed changes are of a substantial nature, an amendment to the original entitlement reviewed by the Planning Commission may be required pursuant to the provisions of HBZSO Section 241.18. 12, The applicant and/or applicant's representative shall be responsible for ensuring the accuracy of all plans and information submitted to the City for review and approval. INDEMNIFICATION AND HOLD HARMLESS CONDITION: The owner of the property which is the subject of this project and the project applicant if different from the property owner, and each of their heirs, successors and assigns, shall defend, indemnify and hold harmless the City of Huntington Beach and its agents, officers, and employees from any claim, action or proceedings, liability cost, including attorney's fees and costs against the City or its agents, officers or employees, to attack, set aside, void or annul any approval of the City, including but not limited to any approval granted by the City Council, Planning Commission, or Design Review Board concerning this project, The City shall promptly notify the applicant of any claim, action or proceeding and should cooperate fully in the defense thereof. G:PC1NOA`110',1MND 09-011 1-113 -49- Attachment 1.13 Item 3. - 26 ATTACHMENT #5 SUBDIVISION AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND TRI Pointe Homes, Inc. FOR TRACT NO. 17239Pi4o vEz� ay THIS AGREEMENT ("Agreement") is entered into this 10 +l` day of NA4- V,- 20 1 q— , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and TRI Pointe Homes, Inc., a California Delaware Corporation, hereinafter referred to as "SUBDIVIDER." RECITALS WHEREAS, SUBDIVIDER is the owner of a tract of land in CITY, which it is seeking to subdivide into lots and to dedicate certain streets, alleys, and other improvements therein to public use, and is about to file with CITY a map of the tract of land known as Tract No. 17239; and As a condition of the approval of and prior to the recordation of this subdivision map, SUBDIVIDER is required to improve and dedicate the streets and alleys, and to perform certain other improvements in the subdivision; and SUBDIVIDER desires to enter into an agreement with CITY to delay performance of certain portions of the work; to agree to perform this work as herein provided; and to execute and deliver to CITY bonds for the faithful performance of this agreement, for the payment of all labor and material in connection therewith, and for the guarantee and warranty of the work for a period of one (1) year following completion and acceptance thereof against any defect in work or labor done, or defective materials furnished, as required by Sections 66499 and g/agree/surfnet/subdivision 1 of 13 ti 66499.3 of the California Government Code, and Chapter 255 of CITY'S Zoning and Subdivision Ordinance. NOW, THEREFORE, in consideration of the promises and agreements of the parties as herein set forth, the parties agree as follows: 1. GENERAL IMPROVEMENTS SUBDIVIDER hereby agrees to do and perform and pay for all of the work in said tract required by the conditions of approval of the subdivision map not completed at the time of the recordation thereof, including, but not limited to, the construction of: streets, including excavation, paving, curbs, gutters, sidewalks, trees and landscaping; sewers, including construction of main lines and lot laterals and structures; street lights; street signs; and domestic water systems, including the construction of water mains, services and installation of meters. SUBDIVIDER also agrees to pay all engineering costs and any other deposits, fees or conditions as required by CITY ordinance or resolution and as may be required by the City Engineer. All of the work shall be done and performed in accordance with the plans, specifications and profiles which have been approved by the City Engineer and filed in the office of the City Engineer. All of the work shall be done at the sole cost and expense of SUBDIVIDER. All of the work shall be completed on or before two (2) years from the date hereof, unless the conditions of approval of the subdivision map require an earlier completion date. All labor and material bills therefor shall be paid solely by SUBDIVIDER. CITY may withhold all occupancy permits until completion of all these improvements. g/agree/surfnet/subdivision 2 of 13 2. ARTERIAL HIGHWAY IMPROVEMENT SUBDIVIDER agrees to complete all arterial highway improvements, including perimeter walls and landscaping required by the conditions of approval of the subdivision map, prior to release or connection of utilities for occupancy for any lot in the tract. 3. GUARANTEE SUBDIVIDER shall guarantee all work and material required to fulfill its obligations as stated herein for a period of one (1) year following the date of City Council acceptance of same. 4. PLANT-ESTABLISHMENT WORK SUBDIVIDER agrees to perform plant-establishment work for landscaping installed under this Agreement. This plant-establishment work shall consist of adequately watering plants, replacing unsuitable plants, performing weed, rodent and other pest control and other work determined by CITY'S Public Works Department to be necessary to ensure establishment of plants. This plant-establishment work shall be performed for a period of one (1) year from and after the date City Council accepts the work as complete. 5. IMPROVEMENT PLAN WARRANTY SUBDIVIDER warrants the improvement plans for the work are adequate to accomplish the work as promised herein and as required by the conditions of approval of the subdivision map. If at any time before the City Council accepts the work as complete or during the one (1) year guarantee period, the improvement plans prove to be inadequate in any respect, SUBDIVIDER shall make whatever changes, at its own cost and expense, as are necessary to accomplish the work as promised. g/agree/surfnet/subdivision 3 of 13 6. NO WAIVER BY CITY Inspection of the work and/or materials, or approval of work and/or materials, or any statement by any officer, agent or employee of CITY indicating the work or any part thereof complies with the requirements of this Agreement, or acceptance of the whole or any part of the work and/or materials, or payments therefor, or any combination of all of these acts, shall not relieve SUBDIVIDER of its obligations to fulfill this Agreement as prescribed; nor shall CITY be stopped from bringing any action for damages arising from SUBDIVIDER'S failure to comply with any of the terms and conditions hereof. 7. COSTS SUBDIVIDER shall, at its own cost and expense, pay when due, all the costs of the work, including inspections thereof and relocation of existing utilities required thereby. 8. SURVEYS SUBDIVIDER shall set and establish survey monuments in accordance with the filed map and to the satisfaction of CITY before acceptance of any work as complete by the City Council. 9. IMPROVEMENT SECURITY Upon executing this Agreement, SUBDIVIDER shall, pursuant to California Government Code Section 66499, and the Huntington Beach Zoning and Subdivision Ordinance, provide as security to CITY: A. Faithful Performance: For performance security, in the amount of Six hundred eighty two thousand, three hundred sixty nine and eighty five cents Dollars ($682,369.85), which is one hundred percent (100%) of the estimated g/agree/surfnet/subdivision 4 of 13 cost of the work. SUBDIVIDER shall present such additional security in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees performance under this Agreement and maintenance of the work for one (1) year after its completion and acceptance against any defective workmanship or materials or any unsatisfactory performance. B. For Labor and Material: Security in the amount of Three thousand fourty one, one hundred eighty four dollars and ninety three cents Dollars ($341,184.93), which is fifty percent (50%) of the estimated cost of the work. SUBDIVIDER shall present such security in the form of: Cash, certified check, or cashier's check. X Acceptable corporate surety bond. Acceptable irrevocable letter of credit. With this security, SUBDIVIDER guarantees payment to the contractor, to its subcontractors, and to persons renting equipment or furnishing labor or materials to them or to SUBDIVIDER. SUBDIVIDER may, during the term of this Agreement, substitute improvement security provided that the substituted security is acceptable to the City Attorney; however, any bond or other security given in satisfaction of this condition shall remain in full g/agree/surfneUsubdivision 5 of 13 force and effect until one (1) year after the work of improvement is finally accepted in writing by CITY, and SUBDIVIDER may be required by CITY to provide a substitute security at any time. 10. INDEMNIFICATION. DEFENSE. HOLD HARMLESS SUBDIVIDER hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including without limitation, costs and fees of litigation of every nature or liability of any kind or nature) allegedly suffered, incurred or threatened, including personal injury, death, property damage, inverse condemnation, or any combination of these, and resulting from any act or omission (negligent or nonnegligent) in connection with the matters covered by this Agreement, but save and except those that arise from the sole active negligence or willful misconduct of CITY. SUBDIVIDER will conduct all defense at its sole cost and expense and CITY shall approve selection of SUBDIVIDER'S counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SUBDIVIDER. The promise and agreement in this Section are not conditioned or dependent on whether or not CITY has prepared, supplied, or reviewed any plan(s) or specifications(s) in connection with this work or subdivision, or has insurance or other indemnification covering any of these matters. g/agree/surfnet/subdivision 6 of 13 11. INSURANCE In addition to SUBDIVIDER'S covenant to defend, hold harmless and indemnify CITY, SUBDIVIDER shall obtain and furnish to CITY a policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify SUBDIVIDER, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with this Agreement, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be less than One Million Dollars ($1,000,000). This policy shall name City of Huntington Beach, its officers, officials, employees, agents and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to this Agreement shall be deemed excess coverage and that SUBDIVIDER'S insurance shall be primary. The abovementioned insurance shall not contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage, except with the express written consent of CITY. Prior to commencing performance of the work hereunder, SUBDIVIDER shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and g/agree/surfnet/subdivision 7 of 13 3. promise to provide that such policy will not be canceled or modified without thirty (30) days' prior written notice of CITY. SUBDIVIDER shall maintain the foregoing insurance coverage in full force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from SUBDIVIDER'S defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representatives shall at all times have the right to demand the original or a copy of the policy of insurance. SUBDIVIDER shall pay. in a prompt and timely manner, the premium on all insurance hereinabove required. 12. NONPERFORMANCE AND COSTS If SUBDIVIDER fails to complete the work within the time specified in this Agreement, and subsequent extensions, if any, or fails to maintain the work, CITY may proceed to complete and/or maintain the work by contract or otherwise, and SUBDIVIDER agrees to pay all costs and charges incurred by CITY (including, but not limited to: engineering, inspection, surveys, contract, overhead, etc.) immediately upon demand. SUBDIVIDER hereby consents to entry on the subdivision property by CITY and its forces, including contractors, in the event CITY proceeds to complete and/or maintain the work. Once action is taken by CITY to complete or maintain the work, SUBDIVIDER agrees to pay all costs incurred by CITY, even if SUBDIVIDER subsequently completes the work. g/agree/surfnet/subdivision 8 of 13 13. RECORD MAP In consideration hereof, CITY shall allow SUBDIVIDER to file and record the Final Map or Parcel Map for the Subdivision. 14. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to SUBDIVIDER or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and SUBDIVIDER may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, reputable overnight courier or U. S. certified mail-return receipt requested: TO CITY: TO SUBDIVIDER: City of Huntington Beach TRI Pointe Homes, Inc. ATTN: Director of Public Works Attention: Thomas G. Grable 2000 Main Street Huntington Beach, CA 92648 19520 Jamboree Road, Suite 200 Irvine, CA 92612 15. CONSENT When CITY'S consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 16. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. g/agree/surfnebsubdivision 9 of 13 17. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 18. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. g/agree/surfnef/subdivision 10 of 13 19. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 20. IMMIGRATION SUBDIVIDER shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 21. LEGAL SERVICES SUBCONTRACTING PROHIBITED SUBDIVIDER and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. SUBDIVIDER understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by SUBDIVIDER. 22. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. g/agree/surfnet/subdivision 11 of 13 23. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement shall so survive. 24. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 25. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 26. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. g/agree/surfnet/subdivision 12 of 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. SUBDIVIDER, CITY OF HUNTINGTON BEACH, a municipal TRI Pointe Homes, Inc., corporation of the State of California a Delaware Cor-poration By: i/%� N4 T�trnynas G-. C.I-XU . Ma r print name ITS: (circle one)Chairman/Presiden ice President Cit&tlerk q�(J f e) INITIATED AND APPROVED: By: �d(emu ll) • T31�n IL print name Director of P blic Works ITS: (circle one Secretary hief Financial Officer/Asst. Secretary-Treasurer REVIFE D APPROVED: dty p anager AP QED AS TO FORM: ity Attorney a g/agree/surfnet/subdivision 13 of 13 ACKNOWLEDGMENT State of California County of Orange ) on March 10, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Bradley W. Blank who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLtS Commission# 1986732 WITNESS my hand and official seal. a -.. Notary Public.California i z Orange County My Comm.Expires Jul 30,2016 Signature (Seal) /D CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYYI �--� 9/23/2014 3/28/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton insurance 13rokcrS,LLC CONTACT 19800 AAac.Arthrir 131vd.,Suite 1,^_50 NAME: FAx CA License 0F 15767 AA/iLH-9—xtl-______....----- _-_.._..__ E-MAIL h-vine 92612 949-252-4400 INSURERS AFFORDING COVERAGE NAIL R INSURER A:1iltL'rTlilf10Bff1 hisurflnce Corrlp71ny orllalln0vcr PIC INSURED 'Yri Poilite I-follies,I1le~ __._.._.-.__.._,.w.w..-_��..... INSURER 1322.194 19520 Jamboree Road,Suite200 INSURER C:}"edcral Insurance Compaliy 20281 Irvine CA 92612 INSURER D INSURER E INSURER F COVERAGES 'I-RIIIO06 CERTIFICATE NUMBER: 12820876 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR 11POLICY EFF POLICY EXp A GENERAL LIABILITY TYPE OF INSURANCE INSR WVO POLICY NUMBER MM/DD/YYYY MMlDD/YYYY LIMITS A Y N CHF-12-NA12CP001-001 3/1/2012 3/l/201.5 EACH OCCURRENCE S _._._C.MMERC£AL GENERAL ABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) S 100,000 CLAIMS-MADE X'-OCCUR MED EXP(Any oneperson) $ 111 111ded -X Silica Ea.OCe.$1 M PERSONAL.&ADV INJURY S 5,000,000 GENERAL AGGREGATE S M00,000 GEN'l AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG S 5,000,00 X_ POLICY PRO- JECT LOG S C AUTOMOBILE LIA81LIT-Y N N 79963001 r I123(2013 9(2312014 tEa accident) S 1,000,000 ANY AUTO SCHED BODILY INJURY(Per person) $ XXXXXXX X AL€_OWNE.D AUTOS LED BODILY INJURY Peraccidanl S XXX,XXXX _ AUl'OS __�AUTOS HIREDquTos -.._,. Au7oswNEO P�eoPErzrYDnMAGe S XXXXXXX $ XXXXXXX. --_ UMBRELLA LIAR OCCUR NOT APPLICABLE EACH OCCURRENCE 5 XXXXXXX EXCESS LIAR CLAIMS-MADE AGGREGATE $ XXXX tX bED RETENTIONS $ 'XXXXXX WORKERS COMPENSATION NOT APPLICABLEW STA T O 11 AND EMPLOYERS'LIABILITY Y r N TORC Y U.,TS1 I ER ANY OFFICERIMEMSER EXCLUDED? NIA E.L.EACH ACCIDENT $ XXXXXXX (Mandatory In NH) ; , -� E.L-D€SEASE-EA EMPLOYEE S XXXXXXXX Dyyes, IPTI N under XX X X DESCRIPTION OF OPERATIONS below E.L.DISF1iSE-POLICY LIMIT 5 2 t: DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Attach ACORD 101.Additional Remarks Schedule,If more space Is required) THIS(IJt'r'IPICATF SUPERSEDES ALL 1'ItUViOUSLY ISSUD)C[AU IMCAT13S FOR THIS I10LDr-R,AITLICABLE TD THE CARRn3RS LISTED AND TUIi POLICY TERM(S)RIi19312 ENCED. Auto Policy it:799630(X)(Hired A.NonOwncd)Carrier:Chubb Custom Insurance CoDlpany -Combined Single Limit:1,000,000-Term 09123/2013-9/23/2014 RE- 2000 Mliin Street,IItIBtiington 13caCli,CA 92649.City of Ihinlingtoll I3cacll,its ofticcrs,elected or appointed officials,employees,agents and volunteers are Additional Insured(s)as per[lie a€€ached cridorscitletu or policy language. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12820876 AUTHORIZED REPRESENTATIVE City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 ACORD 25(2010/05) The ACORD name and Joao are registered marks of ACORD 1U1988- 0 ORD CORPORATION.All rights reserved ru, UA}-E(MMNU/YYYY) CERTIFICA`�E OF LIABILITY INSURANCE 03/25/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING (NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Rick&Insurance Services _.__._.... __._ -_ -- 17901 Von(Carman Avenue,Sulte 1100 1 hour_ (A!C Nn FxtJ' _ --....- ---- --_1.11 1-_..---------------- (AIC,.IVO)_ ----------- ,------- (949)399 5800 E-MAIL. License 90437153 ao Lau _ ?Nine,CA 92614 iNSURERIS1 AFFORDING COVERAGE-_..---"""" _ T NAI_C A 257432 1?-14 INSURER A:Stale ComPensation Ins Fund Of CaGinrnia -5076 __ ......... - TRIPo PINSURointe INSURER B Plnnacol Assurance 7RI le Contractors,LP _. .._-- _......... _.................. .. .............. .._...... ----- _.----- TRI Pointe Colnnwnites,Inc. INSURER C - - --._ ——- - )Pointe homes,Inc, - _ ... — --..._._-----------...._----__..... -- - INSURER D 19520 Jafnboree Rd 9200 ----------..---. _.__..___ - -.------...-_.--- Irvine,CA 92612 INSURER E: _ ----_. -----._..._._--- _____ INSURER F: _ COVERAGES CERTIFICATE NUMBER: LOS-001590709-01 REVISION NUMBER:1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 70 ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ,Ngl ` LTR TYPE OF INSURANCE^� AODL§tIBR PQLICY EFF POLICY EXP S POLICY NUMBER fMMfDDIYYYYl (MMiDONYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITYOAMAG£TO RENTED PREMISES_(Ea_occurrence)._._., S CLAIMS-MADE n OCCUR MED EX (Any one person) S PERSONAL&ADV INJURY 5 GENERAL AGGREGATE $ G£N'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG S -_ POLICY LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT -- _(Ea accident) ANY AUTO BODILY INJURY(Per person) £ ALL ONT1E0 I SC3IEDULED _.._._. AUTOS -_ AUTOS BODILY INJURY(Per accident) $ NON-O'Js?JED HiREU AUTOS Pf20PER1"Y OAk1AGf: ---"" _ AUTOS Per - L-_..,dent]._.,..__.______ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR -______...........___�_—..__.._.... CLAIMS-MADE AGGREGATE $ Or D RETENTION S S A WORKERS COMPENSATION 9059378-2013 06/01/2013 06101/2014 X WC STATU- OTH- AND EMPLDYERS'LIABILITY _.__.-_TQRY-.ILL ___._ER-—_-__...____. — B ANY PROPRIETORIPARTNERIEXECUTIVE�YJ N 4164975 06/01/2013 W-0112014 E.L.EACH ACCLDENT 1,000,000 OFFICERIMEMBER EXCLUDED? L_J NIA 5 (Mandatory In n) yes,describe EL.DISEASE-EA EMPLOYEE S 1,000,000 It be under DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT 1,OD0,000 S DESCRIPTION OF OPERATIONS!LOCATIONS 1 VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is requiredl All operations of the named insured. CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach.CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services John Grac. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CHF12/NA12CP01/001 - COMMERCIAL GENERAL LIABILITY CG 20 1010 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers 2000 Main Street, Huntington Beach, CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II)is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. CG 20 1010 93 Copyright,Insurance Services Office, Inc., 1992 Page 1 of 1 Attachment Code:D495925 Certificate ID:12820876 POLICY NUMBER: CHF12-NA12CP001-001 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL. INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Location And Description Of Completed Organization(s): Operations: The City of Huntington Beach, its officers, elected or appointed officials, employees,agents and volunteers 2000 Main Street, Huntington Beach CA 92648 Information required to complete this Schedule,if not shown above,will be shown in the Declarations. Section 11-Who Is An Insured is amended to include as an additional insured the person(s)or organization(s)shown in the Schedule, but only with respect to liability for"bodily injury"or"property damage"caused, in whole or in part, by"your work"at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the"products- completed operations hazard. CG 20 37 07 04 O ISO Properties, Inc.,2004 Page 1 of 1 Attachment Code:D495926 Corlificato ID:12820876 ATTACHMENT #6 RECEIVED BY: CITY CLERK RECEIPT COPY Return DUPLICATE to City Clerk's Office (Name) after signing/dating (Date) CITY OF HUNTINGTON REACH INTERDEPARTMENTAL COMMUNICATION TO: City Treasurer FROM: City Clerk DATE: a20— SUBJECT: Bond Acceptance I have received the bonds for (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT ) Faithful Performance Bond No. Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved �O� hal Council Approval Date ( PP ) CC No. Agenda Item No. MSC No. City Clerk Vault No. Other No. SIRE System ID No. g1forms/bond transmittal to treasurer BOND NO. PB03010401246 PREMIUM $100/ One (1) Year MONUMENT BOND KNOW ALL MEN BY THESE PRESENTS: THAT TRI Pointe Homes, Inc., a Delaware corporation, as Subdivider of Tract No. 17939 - Truewind in the City of Huntington Beach, County of Orange, State of California, has submitted to said City a Final Map of said tract containing an engineer's or surveyor's certificate stating that all final monuments will be set in the positions indicated on or before the date specified in said certificate: That said TRI Pointe Homes, Inc., a Delaware corporation, (Subdivider) as principal, and Philadelphia Indemnity Insurance Company, as surety, hereby guarantee to the City of Huntington Beach the payment of the cost of setting all such monuments within or in connection with said tract, as are not already set prior to the recording of said Final Map, in accordance with said map and said certificate up to but not in excess of the sum of $11,000,00, in which sum we are held and firmly bound to the City of Huntington Beach, all in accordance with and subject to the terms, conditions and provisions of Article 9, Chapter 4 of the Government Code of the State of California. IN WITNESS WHEREOF, we have executed this instrument this 6th day of March, 2014. TRI Pointe Homes-In a De. wa corporation as Principal B i /� 0 U Y By 4 A; Philadelphia Indemnity Insurance Company as Surety Q azBy a ichelle Haase, Attorney-in-Fact 1 SA,9URETY\IRV!NF C1,11---NT8CrR1 Pointe Homes, Inc\Finil Bonds\2014\Mnrcli\'rruewiud - New Project - Moved to 3-6-14\PB03010401246 - Monun.ent Bond roim.doc ACKNOWLEDGMENT State of California County of Orange ) On March 10, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Bradley W. Blank who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand fad official seal. Commission# 19f3s732 i g ,« N Notary Public-California z Orange County > PA Comm.Expires Jul 30,2016 Seal Signature 9 (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT � 7( STATE OF CALIFORNIA County of Los Angeles On MAR ® 6 2014 before me, Susan E. Morales, Notary Public Date here Insert Name and Title of the Officer personally appeared Michelle Haase _ �Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(X) whose name(,x) is/xwsubscribed to the within instrument and acknowledged to me that /she/kx)w executed the same in W./her/ 'authorized capacity,, SUSAN E. MORALES and that by XX-,,/her/#)Csignature(x) on the instrument the person(X), or the entity upon behalf of which the person(X) COIvIN,. # 1930723 z acted, executed the instrument. h' NOTARY PUBLIC-CALIFORNIA r= LOSANGELESCOUNTY I certify under PENALTY OF PERJURY under the laws of My Comm.Expires March 28,2015. the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature `Q . M en Place Notary Seal Above Signature of Notary Public Susan E. Morales OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: NONE Capacity(ies) Claimed by Signer(s) Signer's Name: Michelle Haase _ Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer Title(s): ❑ Partner—❑ Limited❑ General ❑ Partner—❑ Limited❑General Attorney in Fact ❑ Attorney in Fact ❑ Trustee OHM ❑ Trustee ElGuardian or Conservator Top of thumb here ElGuardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.Nationa[Notary.org Item#'5907 Reorder:Call Toll-Free 1-800-876-6627 1061 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St.Asaph's Rd.,Suite 100 Bala Cynwyd,PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY(the Company),a corporation organized and existing under the laws of the Commonwealth of Pennsylvania,does hereby constitute and appoint:JANINA MONROE,THOMAS G.MCCALL,TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES,LLC Its true and lawful Attorney(s)in fact with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indemnity and writings obligatory in the nature thereof,issued in the course of its business and to bind the Company thereby,in an amount not to exceed$25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I'day of July,2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And,be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile,and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF,PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7r"DAY OF FEBRUARY 2013. pTM (Seal) Robert D.O'Leary Jr.,President&CEO Philadelphia Indemnity Insurance Company On this Ts day of February 2013,before me came the individual who executed the preceding instrument,to me personally known,and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate seal of said Company;that the said Corporate Seal and his signature were duly affixed. C0MNWMgAWM0FFENt4VLVAfflA NOTARIAL SEAL DAPYELIE PORATN,Natmy Pu6Hc LawcomadmT _Mo Co�y Jf�~ Cott�ssion �dlE�dr �19 Notary Public: residing at: Bala Cynwvd PA (Notary Seal) My commission expires: March 22,2016 I,Craig P.Keller,Executive Vice President,Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,do herby certify that the foregoing resolution of the Board of Directors and this Power of Attomey issued pursuant thereto are true and correct and are still in full force and effect.I do further certify that Robert D.O'Leary Jr.,who executed the Power of Attorney as President,was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, H Afi(�❑ 0 6 201 d In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 7 20 � •• Craig P.Keller,Executive Vice President,Chief Financial Officer&Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY PHILADELPHIA INSURANCE COMPANIES A Member of the Tokio Marine Group Bond Number: PB03010401246 ENDORSEMENT To be attached to and fonn a part of PB03010401246 — Monumentation Bond, issued by the undersigned company, as Surety on behalf of TRI Pointe Homes Inc.,-a Delaware cor oration as Principal, in favor of City of Huntington Beach,California as Obligee, Effective March 6,2014, the Principal and the Surety hereby agree to amend the attached bond as follows: The Tract Number has been AMENDED from: Tract No. 17939 to Tract No. 17239 All else remains the same. Provided that the liability under this endorsement shall be part of, and not in addition to,the liability under the attached Bond, and in no event shall be cumulative. Nothing herein contained shall vary, alter or extend any of the provisions, conditions, or other teens of this bond except as above stated. SIGNED,SEALED,DATED:April 10,2014 TRI Pointe . a Delaware corporation (Principal) Phi Iphi nde nity Insurance Company (Surety) By: Janina Monroe,Attorney In Fact Endorsement Number:01 DIRECT CORRESPONDENCE TO: Philadelphia Insurance Companies,251 S. Lake Ave.,Suite 360, Pasadena, CA 91101 PHONE(626)639-1321 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of . Orange On APR 1,..0 2014 before me, Michelle Haase Notary Public, Date Insert Name of Notary exactly as it appears on the official seal personally appeared Janina Monroe Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the personal whose named is/We subscribed to the within instrument and acknowledged to me that /she/th)eC1 executed the same in ft/her/tftr authorized capacity(io%i, flRICHELLE HAASE and that by A/her/th)& signature*on the instrument the a Commission# AASE 8 person, or the entity upon behalf of which the person(�C�� acted, executed the instrument. a Notary Public-California z z Orange County ' My Comm.Ex Tres Au 22,2016� I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature 2�u �� ��� - Place Notary Seal Above Signatur of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ individual ❑ individual ❑ Corporate Officer—Titie(s): ❑ Corporate Officer—Titie(s): ❑ Partner ❑Limited ❑General ❑ Partner ❑Limited❑ General i ❑ Attorney in Fact ❑ Attorney in Fact ❑ Trustee ® ❑ Trustee 0 ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: 1167 PHILADELPHIA INDEMNITY INSURANCE COMPANY 23I St.Asaph's Rd.,Suite 100 Bala Cynwyd,PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY(the Company),a corporation organized and existing under the laws of the Commonwealth of Pennsylvania,does hereby constitute and appoint:JANINA MONROE,THOMAS G.MCCALL,TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES,LLC Its true and lawful Attorney(s)in fact with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indemnity and writings obligatory in the nature thereof,issued in the course of its business and to bind the Company thereby,in an amount not to exceed$25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the In day of July,2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1)Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And,be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile,and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF,PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7n'DAY OF FEBRUARY 2013. (Seal) Robert D.O'Leary Jr.,President&CEO Philadelphia Indemnity Insurance Company On this 7ih day of February 2013,before me came the individual who executed the preceding instrument,to me personally known,and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate seal of said Company;that the said Corporate Seal and his signature were duly affixed. tx7dltMOWREALM OFPEA�Y�Y,AMA NOTARIAL SEAL' DANIElLE PORATN,Notary PUNC LotieLMe[ioitT A 2018 Cotmiananh Notary Public: Ava residing at: Bala Cynwyd PA (Notary Seal) My commission expires: March 22 2016 I,Craig P.Keller,Executive Vice President,Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect.I do further certify that Robert D.O'Leary Jr.,who executed the Power of Attorney as President,was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, APR 1 ,0 20t�4 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 ,'„jj1Tw s sin: Craig P.Keller,Executive Vice President,Chief Financial Officer&Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY •"kl+ '.r............ *" BOND NO.PB03010401245 PREMIUM $3,412/One (1) Year FAITHFUL PERFORMANCE BOND WHEREAS, the City Council of the City of Huntington Beach, State of California, and TRI Pointe Homes, Inc„ a Delaware corporation (hereinafter designated as "principal") have entered into an agreement whereby principal agrees to install and complete designated public improvements, which said agreement, dated 20 , and identified as project Truewind —Tract 17939, is hereby referred to and made a part hereof; and WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement. Now, therefore, we, the principal and Philadelphia Indemnity Insurance Company, as surety, are held and firmly bound unto the City of Huntington Beach, hereinafter called "City", the penal sum of Six Hundred Eighty-Two Thousand Three Hundred Sixty-Nine and 85/100 dollars ($682,369.85) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators,jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenant, condition and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless "City", its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by " City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. PB03010401245-Performance Bond Form.doc Performance Bond No, PB03010401245 Page Two (2) The surety hereby stipulates and agrees that no charge, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. In witness whereof, this instrument has been duly executed by the principal and surety above named, on March 6, 2014, TRI Pointe Hom a Delaware cop oration, as Principal By B Philadelphia Indemnity Insurance Company, as Surety By Mich Ile Haase, Attorney-in-Fact APPROVED AS TO FORM JENNIFER McGRATH,City Attormy F_t V/Y/-1- C) By Psi D'AL-maAw Aaeiatent City Att wey PB03010401245-Performance Bond Form.doc ACKNOWLEDGMENT State of California County of Orange ) on March 10, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Bradley W. Blank who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J. WILLIs WITNESS m hand and official seal. a=�- Commission# 1986732 Y z �� Notary Public-California z Orange County M Comm.Expires Jul 30,2016 Signature / (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of Los Angeles On BAR ® 6 2014 before me, Susan E. Morales, Notary Public Date Here Insert Name and Title of the Officer personally appeared Michelle Haase — Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(Y,) whose name(X) is/msubscribed to the within instrument and acknowledged to me that3M/she/kbw executed the same in M.'her/X�, authorized capacityOW', SUSAN c MORALES and that by W!her/ Csignature(x) on the instrument the erson X,` or the entity upon behalf of which the person(X) XI COMM.#�1930723 z p (-i, Y P P ( NOTJZY PUBLIC -CALIFORKNIA� acted, executed the instrument. Z kid LOS A NvMLES COUNTY tiy Ccmm.Expires March 28,2015 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and officia{ SSeal. Signature am `�- M Place Notary Seal Above Signature of Notary Public Susan E. Morales OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: NONE Capacity(ies) Claimed by Signer(s) Signer's Name: Michelle Haase _ Signer's Name; ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer Title(s): ❑ Partner—❑ Limited❑ General ❑ Partner—❑ Limited❑ General N, Attorney in Fact ❑ Attorney In Fact ❑ Trustee M ❑ Trustee ° ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator TO of thumb here ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 9 1313-2402-www.NationalNotary.org Item#5907 Reorder:Call Toll-Free 1-800-876-6827 1059 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St.Asaph's Rd.,Suite 100 Bala Cynwyd,PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY(the Company),a corporation organized and existing under the laws of the Commonwealth of Pennsylvania,does hereby constitute and appoint:JANINA MONROE,THOMAS G.MCCALL,TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES,LLC Its true and lawful Attorney(s)in fact with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indemnity and writings obligatory in the nature thereof,issued in the course of its business and to bind the Company thereby,in an amount not to exceed$25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I'day of July,2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attorney-in-Fact and revoke the authority given. And,be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile,and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF,PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7T"DAY OF FEBRUARY 2013. (Seal) Robert D.O'Leary Jr.,President&CEO Philadelphia Indemnity Insurance Company On this 71h day of February 2013,before me came the individual who executed the preceding instrument,to me personally known,and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate seal of said Company;that the said Corporate Seal and his signature were duly affixed. NOTRRIALSM-.. DAWELLE PwOpRATH, Y PU6a➢c n �/ ttu�esi�E�SM�n�°b�ld1 �19 Notary Public: residing at: Bala Cynwyd.PA (Notary Seal) My commission expires: March 22 2016 I,Craig P.Keller,Executive Vice President,Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,do herby certify that the foregoing resolution of the Board of Directors and this Power of Attorney issued pursuant thereto are true and correct and are still in full force and effect.I do further certify that Robert D.O'Leary Jr.,who executed the Power of Attorney as President,was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, MAR 0 6 2014 In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of 20 .,,•4�„T.V.,. + ' f Craig P.Keller,Executive Vice President,Chief Financial Officer&Secretary PHILADELPHIA INDEMNITY INSURANCE COMPANY 1927 PHMADEL PHIA INSURANCE COMPANIES A Member of the Tokio Marine Group Bond Number: PB03010401245 ENDORSEMENT To be attached to and form a part of PB03010401245 — Performance and Payment Bond, issued by the undersigned company, as Surety on behalf of TRY Pointe Homes, Inc., a Delaware corporation as Principal, in favor of City of Huntington Beach, California as Obligee, Effective March 6,2014, the Principal and the Surety hereby agree to amend the attached bond as follows: The Tract Number has been AMENDED from: Tract No. 17939 to Tract No. 17239 All else remains the same. Provided that the liability under this endorsement shall be part of, and not in addition to,the liability under the attached Bond, and in no event shall be cumulative. Nothing herein contained shall vary, alter or extend any of the provisions, conditions, or other terms of this bond except as above stated. SIGNED, SEALED,DATED:April 10,2014 TRI Pointe Homes nc.,a Delaware corporation P iladel i Indemni Insurance Company (Principal) (Surety) By: � By j � Janina Monroe,Attorney Ir,Fact Endorsement Number:01 DIRECT CORRESPONDENCE TO: Philadelphia Insurance Companies,251 S. Lake Ave.,Suite 360, Pasadena,CA 91101 PHONE(626)639-1321 ACKNOWLEDGMENT State of California County of Orange on April 10, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. Commission# 1986732 Z a •�i Notary Public-California z Orange County My Comm.Expires Jul 30,2016 Signature (Seal) BOND NO. PB03010401245 PREMIUM is included in Performance Bond LABOR AND MATERIAL BOND WHEREAS, the City Council of the City of Huntington Beach, State of California, and_ TRI Pointe Homes, Inc., a Delaware corporation, (hereinafter designated as "Principal") have entered into an agreement whereby principal agrees to install and complete designated public improvements, which said agreement, dated 20 , and identified as project Truewind - Tract 17939 , is hereby referred to and made a part hereof; and WHEREAS, under the terms of said agreement, principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Huntington Beach to secure the claims to which reference is made in Title 15 (commencing with Section 3082). of Part 4 of Division 3 of Civil Code of the State of California. Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City of Huntington Beach and all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the aforesaid agreement and referred to in the aforesaid Civil Code in the sum of Three Hundred Forty-One Thousand One Hundred Eighty-Four and 93/100 dollars ($341,184.93), for materials furnished for labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by "City" in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. 1 S:ASURETY\IRVINE CLIENTS\TRI Pointe homes,IncTinal Bonds\201zl\March\Truewind-New Project-Moved to 3-6-14\PB03010401245- Payment Bond Pornt.doc Payment Bond No. PB03010401245 Page Two (2) Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of said agreement or the specifications accompanying the same shall in any manner affect its obligation on this bond, and it does hereby waive notice of any such change, extension, alteration or addition. In witness whereof, this instrument has been fully executed by the principal and surety above named, on March 6, 2014 TRI Pointe Homes. Ine--a�D-ella re coippration, as Principal By By Philadelphia Indemnity Insurance Company as Surety By ���MJW) )2�� - Wc—helle Haase, Attorney-in-Fact APPROVED AS TO FORM JENNIFER,WGRATH,City Atto.y By Paul D Alessandro Assistant City Attc,,,.y 2 9:\9URETY\1RVINF,CL,IF.,NTS\TRI Pointe Homes,Inc\Final Bonds\2014\March\Truetvind-New Project-Moved to 3-6-14\PB03010401245- Payment Bond Fonn.doc ACKNOWLEDGMENT State of California County of Orange ) on March 10, 2014 before me, Kelly J. Willis, a (Votary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Bradley W. Blank who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS r Commission# 1986732 WITNESS my hand and,official seal. _ •� Notary Public-California D _ Orange County My Comm.Expires Jul 30,2016 Signature (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA County of Los Angeles On MAR ® 6 2014 before me, Susan E. Morales, Notary Public Date Here Insert Name and Title of the Goiter personally appeared Michelle Haase _ _ _ _ Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(X) whose name(X) is/)Csubscribed to the within instrument and acknowledged to me that)w/she/ZW USA executed the same in 6�ner/)I=authorized ca aci SUSA,N E. MORALES i p ' and that by D4 ,her/ signatureO on the instrument the COIN11M. # 1930723 z person(X), or the entity upon behalf of which the person(X) NOTARY PUBLIC-CALIFORNIA �_ z -•;�;�` -� acted, executed the instrument. LOS ANCELES COUNTY g My Comm.Expires March 28,2015�t 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Signature C. ang 4. ZX) 0 r 2 Place Notary Seal Above Signature of Notary Public Susan E. Morales OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _- Document Date: Number of Pages: Signer(s) Other Than Named Above: NONE Capacity(ies) Claimed by Signer(s) Signer's Name: Michelle Haase Signer's Name; ❑ Individual ❑ Individual ❑ Corporate Officer Title(s): ❑ Corporate Officer—Title(s): ❑ Partner—❑ Limited❑ General ❑ Partner—❑ Limited❑ General N Attorney in Fact ❑ Attorney in Fact ❑ Trustee ° ❑ Trustee ❑ Guardian or Conservator Top of thumb here ❑ Guardian or Conservator Top of thumb here ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: C 2007 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Item 459D7 Reorder:Call-roll-Free 1-BDD-876-6827 1060 PHILADELPHIA INDEMNITY INSURANCE COMPANY 231 St.Asaph's Rd.,Suite 100 Bala Cynwyd,PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: that PHILADELPHIA INDEMNITY INSURANCE COMPANY(the Company),a corporation organized and existing under the laws of the Commonwealth of Pennsylvania,does hereby constitute and appoint:JANINA MONROE,THOMAS G.MCCALL,TIMOTHY J. NOONAN AND MICHELLE HAASE OF LOCKTON COMPANIES,LLC Its true and lawful Attorney(s)in fact with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indemnity and writings obligatory in the nature thereof,issued in the course of its business and to bind the Company thereby,in an amount not to exceed$25,000,000.00 This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY at a meeting duly called the I'day of July,2011. RESOLVED: That the Board of Directors hereby authorizes the President or any Vice President of the Company to: (1) Appoint Attomey(s) in Fact and authorize the Attomey(s) in Fact to execute on behalf of the Company bonds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto; and (2) to remove, at any time, any such Attomey-in-Fact and revoke the authority given. And,be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile,and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and biding upon the Company in the future with the respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF,PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE THIS 7TH DAY OF FEBRUARY 2013. (Seal) Robert D.O'Leary Jr.,President&CEO Philadelphia Indemnity Insurance Company On this 7`h day of February 2013,before me came the individual who executed the preceding instrument,to me personally known,and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY;that the seal affixed to said instrument is the Corporate seal of said Company;that the said Corporate Seal and his signature were duly affixed. t0HM a1YEAM0FPENNMVAP" NMRIAL SEAh' DAPUEILEPORATH,Nomiy RUC ^ t,owar"T _h10 Cw Comm6sion ot� Notary Public: residing at: Bala Cynwyd,PA (Notary Seal) My commission expires: March 22,2016 I,Craig P.Keller,Executive Vice President,Chief Financial Officer and Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY,do herby certify that the foregoing resolution of the Board of Directors and this Power of Attomey issued pursuant thereto are true and correct and are still in full force and effect.I do further certify that Robert D.O'Leary Jr.,who executed the Power of Attorney as President,was on the date of execution of the attached Power of Attomey the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY, MAR 0 �+U 2014 01 Y R In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this day of LU 20 Crai P.Keller,Executive Vice President,Chief Financial Officer&Secretary g -,,. = PHILADELPHIA INDEMNITY INSURANCE COMPANY City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 o www.huntingtonbeachca.gov r Office of the City Clerk ® Joan L. Flynn, City Clerk April 23, 2014 TRI Pointe Homes, Inc. Attn: Thomas G. Grable 19520 Jamboree Road, Suite 200 Irvine, CA 92612 Dear Mr. Grable: Enclosed for your records are a copy of the "Subdivision Agreement By and Between the City of Huntington Beach and TRI Pointe Homes, Inc. for Tract No. 17239." Sincerely, 0 Joan L. Flynn, CIVIC City Clerk JF:pe Enclosure Sister Cities: Anjo,Japan Waitakere, New Zealand RECEIVED BY- ` CITY CLERK RECEIPT COPY �{ c� Return DUPLICATE to ! City Clerk's Office (Name) after signing/dating (Date)% A, CITY OF HUNTINGTON BEACH 0 INTERDEPARTMENTAL COMMUNICATION TO. City Treasurer FROM: City,Clerk ` DATE. SUBJECT: Bond Acceptance I have received the bonds for (Company Name) CAPITAL PROJECTS (Includes CC's and MSC's) Performance Bond No. Payment Bond (Labor and Materials) Bond No. 020/0 V's Warranty or Maintenance Bond No. TRACT AND DEVELOPMENT Faithful Performance Bond No. 0.-3D /o ff 1, _W Labor and Material Bond No. Guarantee and Warranty Bond No. Monument Bond No. Franchise Bond No. Letter of Credit Bond No. Other Re: Tract No. Approved �`/i //01 (Council Approval Date) CC No. Agenda Item No. llj MSC No. City Clerk Vault No. Other No. SIRE System ID No. g:/forms/bond transmittal to treasurer City Of Huntington Beach � - 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov FFB ,909 a�_ Office of the City Clerk / .loan L. Flynn, City Clerk April 29, 2014 First American Title Company 1250 Corona Pointe Ct., Ste. 201 Corona, CA 92879 Attention: Terrell Crutchfield (951) 256-5879 Re: Order No. 4145408 —Tract Map No. 17239 Truewind Subdivision by TRI Pointe Homes at 9191 Pioneer Drive (former Wardlow School Site) The City Clerk's Office has prepared Tract Map No.17239, Declaration of Covenants, Conditions, Restrictions and Reservation of Easements, 10 Off-Site Drainage Easements and one Southern California Edison Easement to be recorded. Your office will be picking up these documents to be recorded with the County. Please have a copy of each of the recorded maps returned to Joe Derleth, Public Works Department, City of Huntington Beach, 2000 Main Street, Huntington Beach, California 92648. 4 9an L. Flynn, CIVIC City Clerk JF:pe Enclosure r �:- M 6 (C Received by: �- Date: `� -j _A Sister Cities: Anao,Japan ♦ Waitakere,New Zealand glfollowup/tract/escrow pick-up. oc F'A'A, 1 CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO: Patty Esparza, Deputy City Clerk FROM: Bob Milani, Senior Civil Engineer DATE: April 25,2014 SUBJECT: TRACT MAP 17239 TRUEWIND TRACT(WARDLOW SITE) THE ATTACHED ORIGINAL TRACT MAP IS READY FOR RECORDATION. Please Contact the Title Company listed below and request that they pick-up the attached Tract Map. At the time of pick-up please forward a copy of this memo and the attached Tract Map and request that they obtain all necessary County of Orange signatures and record it for their client. Additionally,the following documents shall be recorded concurrently with the Tract Map with a recorded copy provided to the City: 1. Declaration of Covenants,Conditions,Restrictions and Reservation of Easements 2. Off-Site Drainage Easements(10 easement documents total) 3. Southern California Edison Easement(1 easement document total) Title Company: First American Title Company Street Address: 1250 Corona Pointe Ct.,Ste 201 City,State,and Zip code: Corona,CA 92879 Contact Title Officer: Terrell Crutchfield Telephone Number: (951)256-5879 Email: trutchfield@firstam.com Commitment/Order Number: 4145408 Client: TRI POINT HOMES,INC. Address: 19520 JAMBOREE ROAD, SUITE 200 IRVINE,CA.92612 (949) 478-8674 Engineer: WALDEN&ASSOCIATES REGARDING: TRUEWIND TRACT (WARDLOW SITE) Upon the City Clerks receipt of the recorded copy of documents, please send a copy of the Tract Map to all contacts listed below and a copy of the recorded CC&R's and easements to the City contacts only: 1. County of Orange Resources&Development Management Department 300 N. Flower Street Santa Ana, CA 92702-4048 Attn: Lily Sandberg, Orange County Surveyor's Office 714-967-0846 2. HB Planning Department Attn: Jill Arabe 714-374-5357 3. HB Public Works Department Attn: Bob Milani 714-374-1735 WEngineering Division\DEVELOPMENT\EV School District-Wardlow Site\Subdivision Agreement and Bonds\TM 17239 memo to City Clerk(Wardlow Site)4- 25-14.doc RECORDING REQUESTED BY ;�. . SOUTHERN CALIFORNIA EDISON An£1)ISOh'IATERA'.4770A"AL Company WHEN RECORDED MAIL TO SOUTHERN CALIFORNIA EDISON COMPANY Real Properties 2131 Walnut Grove Avenue,2Ind Floor Rosemead,CA 91770 Attn: Distribution/TRES SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT OF DOCUMENTARY TRANSFER TAX$NONE(VALUE DISTRICT WORK ORDER IUhN1 MAP SIZE EASEMENT AND QQUSIDE86 tQN LESS THAN 100.00) Huntington Beach TD711903 n/a SCE Company FIM 035-009A APPROVED: BY DATE SIG.OF DECLARANT OR AGENT DETERMINING TAX FIRM NAME APN 153-271-07 REAL PROPERTIES SLSNW 4/21/14 TRI POINTE HOMES, a Delaware corporation (hereinafter referred to as "Grantor"), hereby grants to SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, its successors and assigns (hereinafter referred to as "Grantee"), an easement and right of way to construct, use,maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time underground electrical supply systems and communication systems (hereinafter referred to as "systems"), consisting of wires, underground conduits, cables, vaults, manholes, handholes, and including above-ground enclosures,markers and concrete pads and other appurtenant fixtures and equipment necessary or useful for distributing electrical energy and for transmitting intelligence by electrical means, in,on,over,under,across and along that certain real property in the County of Orange, State of California,described as follows: ALL STREETS, HIGHWAYS, PUBLIC PLACES, ALL OF LOTS B, C, D AND E, AND WITHIN SIX FEET OF ALL FRONT LOT LINES, ALSO THREE FEET ON EACH SIDE OF ALL SIDE LOT LINES OF LOTS 1 THROUGH 49, OF TRACT NO. 17239, AS PER MAP ON FILE IN BOOK_, PAGES_THROUGH_, OF MISCELLANEOUS MAPS,IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. TOGETHER WITH VARIOUS STRIPS OF LAND LYING WITHIN SAID LOTS 5, 6, 14, 15, 22, 23, 32, 33, 37 AND 38,BEING DESCRIBED AS FOLLOWS: STRIP# l:THE EASTERLY 10.00 FEET OF THE NORTHERLY 6.00 FEET OF SAID LOT 5. STRIP#2:THE EASTERLY 10.00 FEET OF THE SOUTHERLY 6.00 FEET OF SAID LOT 6. STRIP#3:THE SOUTHERLY 10.00 FEET OF THE EASTERLY 6.00 FEET OF SAID LOT 14. STRIP#4: THE SOUTHERLY 10.00 FEET OF THE WESTERLY 6.00 FEET OF SAID LOT 15. STRIP#5: THE WESTERLY 10.00 FEET OF THE SOUTHERLY 6.00 FEET OF SAID LOT 22. STRIP#6:THE WESTERLY 10.00 FEET OF THE NORTHERLY 6.00 FEET OF SAID LOT 23. STRIP 9 7: THE SOUTHERLY 10.00 FEET OF THE WESTERLY 6.00 FEET OF SAID LOT 32. STRIP 9 8:THE SOUTHERLY 10.00 FEET OF THE EASTERLY 6.00 FEET OF SAID LOT 33. STRIP 9 9:THE NORTHERLY 10.00 FEET OF THE EASTERLY 6.00 FEET OF SAID LOT 37. STRIP 9 10: THE NORTHERLY 10.00 FEET OF THE WESTERLY 6.00 FEET OF SAID LOT 38. STRIP# 11: THE SOUTHERLY 18.00 FEET OF THE WESTERLY 21.00 FEET OF THE EASTERLY 32.50 FEET OF LOT F,SAID TRACT NO. 17239. This legal description was prepared pursuant to Sec. 8730(c)of the Business&Professions Code. Grantor agrees for himself,his heirs and assigns,not to erect,place or maintain,nor to permit the erection,placement or maintenance of any building, planter boxes, earth fill or other structures except walls and fences on the above described real property. The Grantee, and its contractors, agents and employees, shall have the right to trim or cut tree roots as may endanger or interfere with said systems and shall have free access to said systems and every part thereof, at all times, for the purpose of exercising the rights herein granted; provided, however, that in making any excavation on said property of the Grantor, the Grantee shall make the same in such a manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to such excavation as is practicable. EXECUTED this day of /T 201 —. GRANTOR TRI POINTE S a Dela e co ation Sign ure :towta s 6 . Print Name V(Ue Pr��iaC�v� Title 7ignaure M ic+,, ,+. Print Name Title 2 DST801189443 TD711903 ACKNOWLEDGMENT State of California County of Orange on April 23, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. n 0'81KELLY J.WILLIS WITNESS m hand and official seal. commission forni Y �OM Notary Public-California Orange County Comm.Expires Jul 30,2016 Signature (Seal) RECORDING REQUESTED BY: WHEN RECORDED,MAEL TO: JACKSONIDeMARCO ITIDUS 1PECKENPAUGH(SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 . (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of MAURA C. MCEVEETY, trustee of the MAURA MCEVEETY REVOCABLE TRUST DATED OCTOBER 9, 2013 ("Grantee's. Grantor is developing the real property (the "Community's located in the City of Huntington Beach(the "City', County of Orange, State of California, known as Truewind. A. Grantor owns the real property described more particularly on Exhibit attached hereto (the "Burdened Lot' . B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the "Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over,under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced,to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary,the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-116700\DEED\1191478.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. [SIGNA TURFS ON NEXT PAGE] _2_ 6393-116700TEEDU 191478.2 3/4/14 [SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporation, By: -� Print Name: Title: ViC,e. Pre Si eCe,,t- By. Print Name: N,C4aCQ A- fyl6 m i 11 pP Title: V 1 Peea i kov t "Grantor" 6393-116700\DEED\1191478.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. � Commission# 1986732 e� Notary Public-California z a Orange County fJl Comm.Expires Jul 30,2016 Signature � (Seal) 1 EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOT Lot 21 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages _to_, in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\1191478.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 22 of Tract No. 6080, in the City of Huntington Beach, County of Orange, State of California, as shown on Map recorded on Book 230, Pages 3 and 4 of Miscellaneous Maps, records of Orange County,California. 6393-116700\DEED\1191478.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOT 63 93-1 1 6700\DEED\1191478.2 3/4/14 r20�rjfi1� N 8902'48" W 54.09'F CD _ I o 0 I � � 13.00' EASEMENT AREA Eo TV w I w LOT 21Co LOT T 20 CD Co J O I O Z I Z ~ Z 20 10 0 20 UO °O SCALE IN FEET 3.00' -i 1 inch =20 ft. I � LL N 89041'52" W 54.20' — O U W U' s L O r Aso Q O�,tiFR/o 0 \ �pNPL LANp ALLENLOT 22 �9 G�'G No. 7914 72 7, J� Exp. 12-31-15 \Q qJF 10 of C AQ�o�� kSDEN &S SKETCH TO ACCOMPANY A LEGAL DESCRIPTION OCIATES FOR PRIVATE STORM DRAINAGE EASEMENT LOT 21, TRACT NO. 17239 CIVILENGINEERS-LANDSURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED BY: WHEN RECORDED, MAIL. TO: JACKS ON ID eMARC O I TIDU S IPECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of NEIL SAYER AND GWENDOLYN SAYER, HUSBAND AND WIFE AS JOINT TENANTS ("Grantee's. Grantor is developing the real property (the "Community's located in the City of Huntington Beach(the "City', County of Orange, State of California,known as Truewind. A. Grantor owns the real property described more particularly on ExhibitA attached hereto (the "Burdened Lots'. B. Grantee owns the real property described more particularly on Exhibit B attached hereto(the `Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced,to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary, the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-116700\DEED\1191609.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] 6393-116700TEEDU 191609.2 3/4/14 SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporation By: Print Name: - GCS G-, G-rat 61f- Title: Vice PSi�1 P�v� By: Print Name: W)I ad— A • MC I�- Title: V 1 t 2 PY'eS i 0-e� "Grantor" _3_ 6393-1 16700TEEDU 191609.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. Commission# 1986732 z Notary Public-California � Orange County M Comm.Ex ire:Jul 30,2016 Signature (Seal) i 1 v EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 19 to 21, inclusive, of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages _ to _, in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-1 1 670 0DEED\1191609.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 23 of Tract No. 6080 in the City of Huntington Beach, County of Orange, State of California, as per Map recorded in Book 230, Pages 3 to 4 of Miscellaneous Maps, in the office of the County Recorder of said County. 6393-116700\DEED\1191609.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-116700\DEED\1191609.2 3/4/14 � ���' 23 N 89032'48" W 50.00' t — ———— —— — 1 0 Cl LAND d WEN SG �G , EASEMENT 3.00 AREA No. 7914 Exp. 12-31-15 F CA � I 0� rn Q, I LJ7 18 w Co LOT 19 w L J7 20 0 c Co CD o CD CD z I z IXT 3.00' i — N 89°41'52" W 50.00' I 20 10 0 20 I J7 2�J SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE s �kk� vk DEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 19, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.,J.W. rlT r r :23 N 89032'48" W 50.00' 0 0 0 0 I 3.00' EASEMENT AREA I 0 00 -�T m I m 1®L �� I I �� LJ 1 T 9 W I W I J1r 2�1 0 I LOT 20 0 E I E0 0 z I z 20 10 0 20 I I SCALE IN FEET 3.00' 1 inch =20 ft. I � I � N 89041'52" W 50,00' I oT �T -SHERIDAN D�NL LAND DRIVE �S� NLLEN�sG�G \ C tS� No. 14 LJ r 22� s�q Exp. 12-31-15 �\Q OF vk DEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 20, TRACT NO. 17239 CIVIL.ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O. No. 1498-844-PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.J.W. r) r ly� ��J' ��� CJ r�rJ(�J JJ��� 23 rl� �Jl,�JI, 2 N 89032'48" W 54.09, _ o O �r Nd- I 13.00' EASEMENT AREA EO co r� r I ~ LOT 21 z U) i J7 20 O I o coCD 0 J Z I Z ~ Z 20 10 0 20 O o SCALE IN FEET 3.00' -i 1 inch =20 ft. I } LL N 89041'52" W 54.20' - O U u.1 C7 LJ7 'B' z Q o \ NL LAND � NLLEN'0q li1'G LJ r 22 �` / l�F``moo N� ` a No. 7914 y Exp. 12-31-15 \Q of C N`\���� VWSSOCIATES DEN & SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT21, TRACT NO. 17239 CIVILENGINEERS-LANDSURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O.No. 1498-844-PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JACKSONIDeMARCO ITIDUS JPECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC.,a Delaware corporation ("Grantor's, in favor of COLLEEN F. TALBOT,AN UNMARRIED WOMAN AND KELLY DELA CRUZ, A MARRIED WOMAN AS HER SOLE AND SEPARATE PROPERTY AS JOINT TENANTS ("Grantee'D. Grantor is developing the real property (the "Community's located in the City of Huntington Beach (the "City'), County of Orange, State of California,known as Truewind. A. Grantor owns the real property described more particularly on ExhibitA attached hereto (the "Burdened Lots'). B. Grantee owns the real property described more particularly on Exhibit attached hereto (the "Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area'D for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'D. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary,the drainage pipes and appurtenances located on the _1_ 6393-116700\DEED\l 191611.2 3/4/14 Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] _2_ 6393-I 16700\DEED\I 19I6I l.2 3/4/14 ,SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES,INC., a Delaware corporation By: Print Name: —WI11'1CL S - 61ru , Title: d "` By: Print Name: rA(Cal cu-L A - 1Y1 c-m< <t Title: V t C-2 S I A--0vtA "Grantor" 6393-116700\DEED\1191611.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) On March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. Commission # 1986732 Z a Notary Public-California a Orange County M Comm.Ex ires Jul 30.2016 Signature ! (Seal) I EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 17 and 18 of Tract No_ 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\11916112 3/4/l4 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 24 in Tract No. 6080 in the City of Huntington Beach, County of Orange, State of California, as per Map recorded in Book 230, Pages 3 to 4 of Miscellaneous Maps, in the office of the County Recorder of said County. 6393-116700\DEED\1191611.2 3/4/14 z EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-116700TEED\1191611.2 3/4114 )J 24 N 89032'48" W 50.00' S�pNNL L ANC I o 0 C_, 1� NLLEN�y GAG � y � 3.00' No. 7914 Exp. 12-31-15 I EASEMJENT s� AREA qlF OF 0 N�\�p�� I EO � N � I � LOT 16 w w I LOT 18 c I LOT 17 co co o z I z 3.00, N 89041'52" W 50,00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE kSDEN & SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 17, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.J.W. oBO 24 �\],'\M' J 23 N 89032'48" W 50.00' 0 0 0 Cl NL LAlyp 3.00 VSly o EASEMENT No, 7914 AREA Exp. 12-31-15 ENo i �r F of C A� w w LJ7 17 oo LOT 18 I CD 00 LJ7 1- i2 I 60 CD I o CD 0 z � z � I 3.00' I I I � I � N 89041'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE ks DEN &SOCI SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 18, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O. No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.,J.W. RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JACKSONIDeMARCOITIDUS 1PECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of MICHAEL TODD BROUSSARD AND DONNA LYNN BROUSSARD, HUSBAND AND WIFE AS JOINT TENANTS ("Grantee's. Grantor is developing the real property (the "Community's located in the City of Huntington Beach (the "City', County of Orange, State of California, known as Truewind. A. Grantor owns the real property described more particularly on Exhibit attached hereto (the "Burdened Lots'. B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the "Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary,the drainage pipes and appurtenances located on the _1_ 6393-116700\DEED\1191612.2 3/4/14 Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] 6393-116700\DEED\1191612.2 3/4/14 [SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES,INC., a Delaware corporation, By: Print Name:—Ruy at �— Title: V1C Py`e S, k"x By: Print Name: G 0L& P- Title: ViCt- PV`fSids, "Grantor" 63 93-1 1 670 0\DEED\1191612.2 3/4l14 ACKNOWLEDGMENT State of California County of Orange ) On March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand an official seal. Commission* 1966732 z Notary Public-California Orange County Afl Comm.Eu ires Jul 30,2016 Seal Signature �/� g (Seal) EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 16 and 17 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages to _, in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-1 l 6700\DEED\l 191612.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 25 of Tract 6080, shown on a Map thereof, recorded in Book 230, Pages 3 and 4, inclusive, of Miscellaneous Maps, in the office of the County Recorder of Orange County. 6393-116700\DEED\11916122 3/4/14 EXFHBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-1167000EED\11916122 3/4/14 \l� �c� �� Al �M N 89032'48" W 50.00, I 1 0 0 o NL LANp S 55 �� NLLEN�y G� 3.00' lyFo EASEMENT Cl- No. 7914 AREA i J, Exp. 12-31-15 Q OF C N�-\F���\ rn ( rn I J7 1� W W I 07 17 00 LOT 16 I o i o o HI3.00' I I I u' N 89041'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE V*ALDEN & SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 16, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1—15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.,J.W, �1J HOBO N 89032'48" W 50.00' L LAN o 0 �55���, ALLEN�SG�,G i �o �o Cl- No. 7914 y � 3.00' Exp. 12-31-15 I EASEMENT s� AREA OF C A�\�0�� _ I EO LOT 16 w w LJT 18 co LOT 17 o I co o co o o I o Z I Z 3.00' � I � N 89°41'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE vk DEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 17, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O. No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED.BY: WHEN RECORDED,MAIL TO: JACKSONIDeMARCO I TIDUS 1PECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES,INC.,a Delaware corporation("Grantor's, in favor of BRAD A.THOMPSON AND STACY L. THOMPSON, TRUSTEES OF THE . THOMPSON FAMILY TRUST ("Grantee's. Grantor is developing the real property (the "Community") located in the City of Huntington Beach(the "City', County of Orange, State of California, known as Truewind. A. Grantor owns the real property described more particularly on ExhibitA attached hereto (the "Burdened Lot' . B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the `Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary, the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-116700\DEED\l191613.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. [SIGNATURES ON NEXT PAGE] 6393-116700\DEED\1191613.2 3/4/14 [SIGNATURE PACE TO OFFSITE DRAINAGE EASEMENT DEED) Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporation, By: Print Name: -p t)y�aS G— � C_ Title: Ut Ge PY 2 By: �- Print Name: m( C4'1 CULL A- Title: V �� Pl-e� d-t-)x "Grantor" 6393 116700\D EED\l 191613.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand ands official seal. Commission# 1986732 -d Notary Public-California � l z Orange County M Comm.Ex ires Jul 30,2016 Signature / (Seal) 1 EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOT Lot 15 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages—to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\l191613.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 26 of Tract No. 6080, in the City of Huntington Beach,County of Orange, State of California, as per Map recorded in Book 230, Pages 3 and 4 of Miscellaneous Maps, in the office of the County Recorder of said County. 6393-116700\DEED\1191613.2 3/4/14 EXHIBIT C J 1 TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOT 63 93-11670 0\DEED\1191613.2 3/4/14 N 89032'48" W 50.00, 0 0l \�NNL LANDS EASEMENT �`-.) NLLEN� G�� AREA 0- ' 3.00' No. 7914 J Exp. 12-31-15 Q ;� qlF 0F w I w JT S JT 1% o LOT 15 0 CD o CD 0 Z � Z 3.00' N 89041'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE ks DEN &SOCI SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 15, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O. No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JACKS ON I D eMA RC O I TID U S 1PECKENPAUGH(SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of GEORGE TAMARA, A SINGLE MAN ("Grantee's. Grantor is developing the real property (the "Community' located in the City of Huntington Beach (the "City', County of Orange, State of California, known as Truewind. A. Grantor owns the real property described more particularly on Exhibit attached hereto (the "Burdened Lot' . B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the `Beneftted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary,the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-116700\DEED\1191615.2 3/4/14 mutual benefit corporation (the "Association'% which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] 6393-116700DEEDU 191615.2 3/4/14 [SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES,INC., a Delaware corporation, By: Print Name: 7Ll^yas - Oy�612-- Title: By: Print Name: `- Title: V S-� "Grantor" 6393-1]6700\DEED\1191615.2 3/4/14 ACKNOWLEDGEMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. Commission* 1986732 z ti Notary Public-California ()range County My Comm.Expires Jul 30.2016 Signature (Seal) EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOT Lot 14 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages _to_, in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\l191615.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 27 of Tract No. 6080, in the City of Huntington Beach, County of Orange, State of California, as per Map recorded in Book 230, Pages 3 and 4 of Miscellaneous Maps, in the office of the County Recorder of said County. 63 93-1 1 6700\DEED\l 191615.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOT 6393-116700\DEED\l 191615.2 3{4{l4 N 89032'48" W 50.00' 0 Cl �pNpl LAND V'EASEMENT o 9lp F AREA I3.00, a Z No. 7914 J Exp. 12-31-15 Q Cq OF C A�-��`���\ Or_ _ w I w _ - 1r� o LOT 14 i o L� r �� 0 co o I o 0 z I z 3.00, I � I � N 89041'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE O J �z 3Q ks DEN &SOCI SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 14, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.�,W. RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JAC K S ON I D eMARCO I TIDU S 1PECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed') is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of RONALD C. VIENNA II AND CARA M. VIENNA, HUSBAND AND WIFE AS JOINT TENANTS ("Grantee's. Grantor is developing the real property (the "Community's located in the City of Huntington Beach (the "City',County of Orange, State of California,known as Truewind. A. Grantor owns the real property described more particularly on Exhibit attached hereto (the "Burdened Lots'). B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the "Benefitted Lot'). C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area') for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage.Easement Area of the Burdened Lot are maintained, or,ifnecessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'). In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary, the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-116700\DEED\1191618.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] 6393-116700\DEED\1191618.2 3/4/14 SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporate By: Print Name: 74cm 4 Title: V► i ka✓uC Print Name: rn I C/11CkeL A- . r}'l�/Yl I If/v - Title: V I G2 P K S I C� "Grantor" 6393-1 1 6700\DEED\l 191618.2 3/4/14 ACKNOWLEDGEMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand a official seal. Commission# 1986732 we Notary Public•California Orange County My Comm.Ex Tres Ju130,2016 Signature (Seal) EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 12 and 13 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\1191618.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 28 of Tract No. 6080, in the City of Huntington Beach, County of Orange, State of California, as per Map recorded in Book 230, Pages 3 and 4 of Miscellaneous Maps, in the Office of the County Recorder of said County. 6393-11 6700\DEED\1191618.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-116700\DEED\1191618.2 3/4/14 � �J N 89032'48" W' 50.00' CD o C 14 3.00, EASEMENT AREA I o a� L m L LA NLLEN�ysG�,G I J7 11 ` ' I � ' LJ7 13 o q� �� � LOT 12 cc cc - No. 7914 I J� Exp. 12-31-15 \Q o I o lF OF C N\.\F�� I 3.00' I I N 89041'52" W 50.00' — SHERIDAN DRIVE 20 10 0 20 SCALE IN FEET 1 inch =20 ft. 'AIJUALDEN & SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 12, TRACT NO. 17239 CIVILENGINEERS-LANDSURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.J.W. �\G -9 J27 28 1 J N 89032'48" W 50.00' to 0 I � S�ONNL LAND s ALL 3.00' EASEMENT No. 7914 AREA J, Exp, 12-31-15 r ( CDrn cq qlF of- 0 LJ T 12 w i w LOT 14 co I LOT 13 o zo co o I o z I Z I � I 3.00' ( ( N 89041'52" W 50.00' 20 10 0 20 SCALE IN FEET 1 inch =20 ft. SHERIDAN DRIVE O J owl Z �J kSDEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 13, TRACT NO. 17239 CIVILENGINEERS-LANDSURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O. No. 1498-844-PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.,J,W, RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JACKSONIDeMARCOI TIDUS 1PECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of THAO PHUONG NGUYEN, A SINGLE WOMAN("Grantee's. Grantor is developing the real property(the "Community' located in the City of Huntington Beach (the "City', County of Orange, State of California, known as Truewind. A. Grantor owns the real property described more particularly on ExhibitA attached hereto (the "Burdened Lots'. B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the "Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary,the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 63 93-1 1 6700\DEED\1191619.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. [SIGNATURES ON NEXT PAGE] 6393-116700\DEEMI 191619.2 3/4/14 [SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporation By: I- " Print Name: t o Yt�t S &Cvt►d-- Title: Y( G2 'Pre S. By: Print Name: rnI C-h All a m 6 m 111-e4---- Title: Yl Ge PI^e S i "Grantor" 6393-116700TEEDU 191619.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) on March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and official seal. Commission At 1986732 IL z Notary Public-California Orange County QMZComm.Ez ires Jul 30,2016 Signature / (Seal) f EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 11 and 12 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages _ to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\l 191619.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 29 of Tract 6080, in the City of Huntington Beach, County of Orange, State of California, as per Map recorded in Book 230, Pages 3 and 4, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County. 6393-116700\DEED\1191619.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-116700\DEED\I 191619.2 3/4/14 62 30 l.r JJ r N 8903T48" W 50.00' CD IC� o 0 I � 3.00' I EASEMENT AREA I N O �NNL LANp Sri I Sri NLLEN,0�SG1,G I J7 10 � I � LJ7 12 � I LOT 11 00 No. 7914 CDI o J, Ezp. 12-31-15 Q 00 I Eo �91F � o i o OF �A` z I z I I I 3.00' I N 89041'52" W 50.00' 20 10 0 20 SHERIDAN DRIVE SCALE IN FEET 1 inch =20 ft. kSDEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 11, TRACT NO. 17239 CIVILENGINEERS-LANDSURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844-PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr, B,,J,NI, Chk'd.,J.W, �l 28 N 89032'48" WI 50.00' CD - i i to 0 o I � I 3.00, EASEMENT AREA ( o rn U-) AL LANp S w --, ALLEN , LJ r l l o f LOT 12 LJ r 1� co � U a I o No. 7914 Eo I 00 J� Exp. 12-31-15 \Q o ( o F or C A��Fo I I 3.00' I ( ( N 89041'52" W 50.00' SHERIDAN DRIVE 20 10 0 20 SCALE IN FEET 1 inch =20 ft. vk DEN &SS SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 12, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-01.10 FAX:660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED BY: WHEN RECORDED, MAIL TO: JACKSONIDeMARCOITIDUS IPECKENPAUGH(SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of DONALD C. HACKER AND CATHERINE K. HACKER, HUSBAND AND WIFE AS JOINT TENANTS ("Grantee'). Grantor is developing the real property (the "Community') located in the City of Huntington Beach(the "City', County of Orange, State of California,known as Truewind. A. Grantor owns the real property described more particularly on Exhibit attached hereto (the "Burdened Lots'. B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the `Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over,under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offshe Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the stone drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary, the drainage pipes and appurtenances located on the Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit _1_ 6393-1 1 67 00\DEED\l191621.2 3/4/14 mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. SIGNATURES ON NEXT PAGE] _2_ 6393-116700\DEED\i 191621.2 3/4/14 [SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED/ Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES, INC., a Delaware corporation By: Print Name:—�y�d S Gyt b t c Title: i r'-e S I d 'O'� By: Print Name: m aL�- m l Title: V 1 C-2 "Grantor"' _3_ 6393-116700\DEED\l 191621.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) On March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand nd official seal. Commission# 1986732 i -r Notary Public-California Orange County 11 M Comm.Expires Jul 30,2016 Signature (Seal) EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOTS Lots 10 and 11 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-116700\DEED\1191621.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 30 of Tract No. 6080 as shown on a Map recorded in Book 230, Pages 3 and 4 of Miscellaneous Maps, records of Orange County, California. 6393-1167001DEED\l 191621.2 3/4/14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOTS 6393-1167000EED\l 191621.2 3/4/14 01 J 29 N 89°32'48" W 53.94' o 3.00' C7 I EASEMENT AREA LLB N i W I W CZ) - LOT 10 - L 07 11 CC) _� I o EO o I o o I o I I 3.00' N 89041'52" W 54.09' x x 20 10 0 20 7 S�ONPL LAND SHERIDAN DRIVE �`' '� ALLEN�y G�� �'` 0 a K, � � SCALE IN FEET No. 7914 1 inch =20 ft. J, Exp. 12-31-15 OF CN kSDEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 10, TRACT NO. 17239 CIVIL.ENGINEERS-LAND SURVEYORS-PLANNERS HUNTI NGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.J.W. ()BO 29 N 89°32'48" W 50.00' I � o 3.00' EASEMENT AREA ( �NNL LAND I J7 10 rn ( L J7 12 w z LOT 11 00 No. 7914 o I o Ezp. 12-31-15 � ( EO s�glF O F C N� z l z I 3.00' I N 89041'52" W 50.00' 20 10 0 20 SHERIDAN DRIVE SCALE IN FEET 1 inch =20 ft. ALDEN & SSOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 11, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B •IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX:660-0418 Engr. B.J.W. Chk'd.J.W. RECORDING REQUESTED BY: WHEN RECORDED,MAIL TO: JACKS ONIDeMARC O I TIDUS JPECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) TRUEWIND OFFSITE DRAINAGE EASEMENT DEED This Offsite Drainage Easement Deed (the "Deed' is executed by TRI POINTE HOMES, INC., a Delaware corporation ("Grantor's, in favor of RICHARD A. WARD AND KAREN L. WARD, CO-TRUSTEES OF WARD FAMILY TRUST UNDER AGREEMENT DATED FEBRUARY 7, 2001 ("Grantee's. Grantor is developing the real property (the "Community's located in the City of Huntington Beach (the "City', County of Orange, State of California,known as Truewind. A. Grantor owns the real property described more particularly on Exhibit A attached hereto (the "Burdened Lot' . B. Grantee owns the real property described more particularly on Exhibit B attached hereto (the "Benefitted Lot' . C. Per the terms of the Conditions of Approval imposed on Grantor by the City for the development of the Community, Grantor hereby grants to Grantee the following nonexclusive offsite drainage easements over, under and across the portions of the Burdened Lot that are shown on Exhibit C attached hereto ("Offsite Drainage Easement Area's for minor water runoff from the backyard of the Benefitted Lot. The Owner of the Burdened Lot shall be responsible for ensuring that all drainage pipes and appurtenances located on the Offsite Drainage Easement Area of the Burdened Lot are maintained, or, if necessary, replaced, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association (as defined below) in accordance with the requirements of the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association recorded concurrently herewith (as may be amended or restated, the "Declaration'. In the event that the Owner of the Burdened Lot fails to properly maintain or replace, if necessary, the drainage pipes and appurtenances located on the -I- 6393-116700\DEED\1191622.2 3/4/14 Offsite Drainage Easement Area, the Truewind Community Association, a California nonprofit mutual benefit corporation (the "Association', which Grantor has or will form for the purpose of managing the Community, shall be responsible for ensuring that all drainage pipes and appurtenances are maintained or replaced, if necessary, to allow for the flow of water from the Benefitted Lot onto the Burdened Lot and out to the storm drain system that is owned and maintained by the Association in accordance with the requirements of the Declaration. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. [SIGNATURES ON NEXT PAGE] _2_ 6393-116700\DEED\l 191622.2 3/4/14 SIGNATURE PAGE TO OFFSITE DRAINAGE EASEMENT DEED] Signed by Grantor to be effective on the date this Deed is recorded in Official Records of Orange County, California. TRI POINTE HOMES,INC., a Delaware corporation By: Print Name: �rT�"as Title: VI Fr-�Zi 4,,eA By: Print Name: i cA`cam m 1l P Title: V 1 Cf- PrQ S (d-Eut k "Grantor" 6393-116700\DEEDU 191622.2 3/4/14 ACKNOWLEDGMENT State of California County of Orange ) On March 20, 2014 before me, Kelly J. Willis, a Notary Public, (insert name and title of the officer) personally appeared Thomas G. Grable and Michael A. McMillen who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY J.WILLIS WITNESS my hand and-official seal. E Commission# 1986732 Z �► Notary Public-California Orange County AA Comm.Expires Jul 30,2016 Signature (Seal) EXHIBIT A TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BURDENED LOT Lot 10 of Tract No. 17239, as shown on a Subdivision Map, filed on , 2014, in Book , at Pages_to in Miscellaneous Maps, in the Office of the Orange County Recorder, California. 6393-1 1 6700\DEED\1191622.2 3/4/14 EXHIBIT B TO OFFSITE DRAINAGE EASEMENT DEED LEGAL DESCRIPTION OF THE BENEFITTED LOT Lot 31 of Tract 6080, shown on a Map thereof, recorded in Book 23 0, Pages 3 and 4, inclusive, of Miscellaneous Maps, in the office of the County Recorder of Orange County. 6393-116700\DEED\1191622.2 3/4l14 EXHIBIT C TO OFFSITE DRAINAGE EASEMENT DEED DEPICTION OF OFFSITE DRAINAGE EASEMENT AREAS LOCATED ON THE BURDENED LOT 6393-116700\DEED\1191622.2 3/4/14 r3A0'� 3 1 � �Il, 1 �J 29 N !89032'48" W 53.94' CD 0 I 3.00' `C I EASEMENT AREA CIO N * L(7 L(7 W I W Cl) - LOT 10 C� _� I o T I 50 o o I o z I z I I 3.00' I I N 89041'52" W 54.09' Z �NpL LANp SHERIDAN DRIVE 20 10 0 20 0 �`'S�`�� NLLfN/ys��,G o 9l 4 SCALE IN FEET No. 7914 1 inch =20 ft. Exp. 12-31-15 Q �91F OF vk DEN &SOCIATES SKETCH TO ACCOMPANY A LEGAL DESCRIPTION FOR PRIVATE STORM DRAINAGE EASEMENT LOT 10, TRACT NO. 17239 CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS HUNTINGTON BEACH, CALIFORNIA 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 W.O.No. 1498-844—PW2 Date 1 1-15-2013 (949)660-0110 FAX: 660-0418 Engr. B.J.W. Chk'd.i.W, RECORDING REQUESTED BY: WHEN RECORDED, MAIL TO: JACKSONIDeMARCOITIDUS IPECKENPAUGH (SLM) 2030 Main Street, Suite 1200 Irvine, CA 92614 (Space Above for Recorder's Use) DECLARATION OF COVENANTS, CONDITIONS,RESTRICTIONS AND RESERVATION OF EASEMENTS FOR TRUEWIND COMMUNITY ASSOCIATION NOTE: CERTAIN DISPUTES ARISING UNDER THIS DECLARATION, INCLUDING DISPUTES CONCERNING THE DESIGN OR CONSTRUCTION OF THE COMMUNITY, SHALL BE SUBMITTED TO JUDICIAL REFERENCE, A FORM OF ALTERNATIVE DISPUTE RESOLUTION,IN ACCORDANCE WITH SECTION 12.4. If this document contains any restriction based on race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, genetic information, 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. 63 93-1 1 6700\CCRS\l 155418.5 12/31/13 TABLE OF CONTENTS DECLARATION OF COVENANTS, CONDITIONS,RESTRICTIONS AND RESERVATION OF EASEMENTS FOR TRUEWIND COMMUNITY ASSOCIATION Page ARTICLE I DEFINITIONS AND INTERPRETATION.....................................................2 1.1 Definitions.........................................................................................................2 1.2 Interpretation................................................................................................... 10 ARTICLE II MAINTENANCE COVENANTS AND USE RESTRICTIONS................... 11 2.1 Repair and Maintenance.................................................................................. 11 2.2 Single-Family Dwelling.................................................................................. 17 2.3 Further Subdivision......................................................................................... 17 2.4 Leasing and Rental.......................................................................................... 17 2.5 Resale.............................................................................................................. 17 2.6 Business and Commercial Activities .............................................................. 17 2.7 Nuisances ........................................................................................................ 19 2.8 Signs................................................................................................................20 2.9 Parking and Vehicular Restrictions.................................................................21 2.10 Animal Regulations.........................................................................................23 2.11 Antenna and Satellite dish Restrictions ..........................................................24 2.12 Trash................................................................................................................25 2.13 Owner-Installed Improvements.......................................................................25 2.14 Mechanic's Liens............................................................................................26 2.15 Drainage..........................................................................................................27 2.16 Water Supply System......................................................................................28 2.17 View Obstructions...........................................................................................28 2.18 Solar Energy Systems .....................................................................................28 2.19 Fire Hydrants...................................................................................................28 2.20 Rights of Disabled...........................................................................................28 2.21 Temporary Buildings ......................................................................................28 6393-116700\CCRS\1155418.5 12/31/13 TABLE OF CONTENTS (continued) Page 2.22 Prohibited Residential Uses ............................................................................28 2.23 Common Property........................................................................................... 28 2.24 Mineral Exploration and Extraction................................................................28 2.25 Post-Tension Concrete Slabs...........................................................................29 ARTICLEIII DISCLOSURES..............................................................................................29 3.1 No Representations or Warranties ..................................................................29 3.2 Soil Conditions................................................................................................29 3.3 Electric Power Lines, Wireless Communications Facilities, and Human Health..............................................................................................................31 3.4 Offers of Dedication........................................................................................32 3.5 Surrounding Uses............................................................................................32 3.6 Airport Proximity Disclosure..........................................................................32 3.7 Bioretention Basin and Other Water Hazards.................................................33 3.8 Asbestos and Lead Paint.................................................................................33 3.9 Emergency Access Gate..................................................................................33 3.10 Public Park, Parking Lot and Public Parking on Private Streets ....................33 3.11 Property Lines.................................................................................................33 3.12 Utility Improvements......................................................................................33 3.13 Mold................................................................................................................34 3.14 Natural Hazard Zone Disclosures...................................................................34 3.15 Right to Farm Disclosure................................................................................35 3.16 Commercial/Industrial Zone Disclosure.........................................................36 3.17 Rural Area.......................................................................................................36 3.18 Change in Plans...............................................................................................36 3.19 No Enhanced Protection Agreement...............................................................36 3.20 Additional Provisions......................................................................................37 ARTICLE IV THE ASSOCIATION.....................................................................................37 4.1 General Duties And Powers........................................... ...............................37 4.2 Specific Duties And Powers ...........................................................................37 4.3 Standard of Care,Non-Liability.......................................................................43 4i- 6393-116700\CCRS\1155418.5 12/31/13 TABLE'OF CONTENTS (continued) Page 4.4 Membership ....................................................................................................45 4.5 Voting Rights..................................................................................................46 ARTICLE V DESIGN REVIEW COMMITTEE.................................................................47 5.1 Members Of Committee..................................................................................47 5.2 Powers and Duties...........................................................................................48 5.3 Review of Plans and Specifications................................................................48 5.4 Meetings and Actions of the Design Review Committee............................... 52 5.5 No Waiver of Future Approvals...................................................................... 52 5.6 Compensation of Members.............................................................................52 5.7 Inspection of Work...................................................................:......................52 5.8 Variances.........................................................................................................53 5.9 Pre-Approvals .................................................................................................53 5.10 Appeals............................................................................................................53 ARTICLE VI PROPERTY EASEMENTS AND RIGHTS...................................................54 6.1 Easements........................................................................................................54 6.2 Additional Easements......................................................................................57 6.3 Delegation of Use............................................................................................ 57 6.4 Right of Entry..................................................................................................57 ARTICLE VII ASSOCIATION MAINTENANCE FUNDS AND ASSESSMENTS........... 58 7.1 Personal Obligation to Pay Assessments........................................................58 7.2 Association Maintenance Funds .....................................................................58 7.3 Purpose of Assessments..................................................................................58 7.4 Waiver of Use .................................................................................................58 7.5 Limits on Annual Assessment Increases..................................................... 58 7.6 Annual Assessments .......................................................................................60 7.7 Capital Improvement Assessments.................................................................61 7.8 Level Assessment Procedure ..........................................................................61 ARTICLE VIII INSURANCE..................................................................................................62 8.1 Duty to Obtain Insurance; Types ....................................................................62 8.2 Waiver of Claim Against Association.............................................................63 -111- 6393-116700\CCRS\I 155418.5 12/31/13 TABLE OF CONTENTS (continued) Page 8.3 Right and Duty of Owners to Insure...............................................................63 8.4 Notice of Expiration Requirements.................................................................63 8.5 Trustee For Policies.........................................................................................64 8.6 Actions as Trustee...........................................................................................64 8.7 Annual Insurance Review...............................................................................64 8.8 Required Waiver.............................................................................................64 ARTICLE IX DESTRUCTION OF IMPROVEMENTS......................................................65 9.1 Restoration of the Community........................................................................65 9.2 Damage to Residences-Reconstruction...........................................................65 9.3 Notice to Owners and First Mortgagees .........................................................66 ARTICLE X EMINENT DOMAIN .....................................................................................66 10.1 Condemnation of Common Area....................................................................66 10.2 Condemnation of Lots.....................................................................................66 10.3 Notice to Owners and First Mortgagees .........................................................66 ARTICLE XI RIGHTS OF MORTGAGEES........................................................................67 11.1 General Protections.........................................................................................67 11.2 Additional Rights............................................................................................67 ARTICLE XII ENFORCEMENT AND DISPUTE RESOLUTION......................................68 12.1 Enforcement of Governing Documents ..........................................................68 12.2 Delinquent Assessments .................................................................................70 12.3 Enforcement of Bonded Obligations...............................................................75 12.4 Disputes with Declarant Parties......................................................................75 12.5 Waiver of Trial by Jury................................................................................... 83 ARTICLE XIII DURATION AND AMENDMENT...............................................................83 13.1 Duration........................................................................................................... 83 13.2 Termination and Amendment......................................................................... 83 ARTICLE XIV GENERAL PROVISIONS 86 ............................................................................. 14.1 Mergers or Consolidations..............................................................................86 14.2 No Public Right or Dedication........................................................................ 86 14.3 Notices.............................................................................................................86 -iv- 63 93-1 16700\CCRS\1155418.5 12/31/13 TABLE OF CONTENTS (continued) Page 14.4 Constructive Notice and Acceptance.............................................................. 86 ARTICLE XV DECLARANT'S RIGHTS AND RESERVATIONS..................................... 87 15.1 Construction Rights......................................................................................... 87 15.2 Sales and Marketing Rights ............................................................................ 87 15.3 Creating Additional Easements....................................................................... 88 15.4 Architectural Rights........................................................................................ 88 15.5 Developer Exemption...................................................................................... 88 15.6 Assignment of Rights...................................................................................... 88 15.7 Amendment..................................................................................................... 88 15.8 Power of Attorney........................................................................................... 88 15.9 Participation in Association............................................................................ 89 15.10 Declarant Approval of Actions....................................................................... 89 15.11 Marketing Name.............................................................................................. 90 ARTICLE XVI ANNEXATION OF ADDITIONAL PROPERTY......................................... 90 16.1 Additions By Declarant...................................................................................90 16.2 Other Additions...............................................................................................90 16.3 Rights and Obligations-Added Territory........................................................ 90 16.4 Notice of Addition...........................................................................................90 16.5 De-Annexation and Amendment.....................................................................91 SUBORDINATION EXHIBIT A—LEGAL DESCRIPTION OF ANNEXABLE TERRITORY EXHIBIT B—ARTICLES OF INCORPORATION OF THE ASSOCIATION EXHIBIT C—BYLAWS OF THE ASSOCIATION EXHIBIT D—DRAWING DEPICTING LOCATIONS OF ASSOCIATION MAINTENANCE AREAS IN PHASE 1 EXHIBIT E—FIRE MASTER PLAN FOR COMMUNITY EXHIBIT F—DRAWING DEPICTING OFFSITE DRAINAGE EASEMENT AREA _v_ 6393-116700\CCRS\1155418.5 12/31/13 TABLE OF CONTENTS (continued) Page EXHIBIT G—ANNUAL BMP OPERATION AND MAINTENANCE SELF CERTIFICATION FORM EXHIBIT H—DRAWING DEPICTING EXCLUSIVE USE EASEMENT AREAS -Vl- 6393-116700\CCRS\1155418.5 12/31/13 DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATION OF EASEMENTS FOR TRUEWIND COMMUNITY ASSOCIATION THIS DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RESERVATION OF EASEMENTS is made by TRI Pointe Homes, Inc., a Delaware corporation. The capitalized terms used in the Preamble below are defined in Article I. PREAMBLE: A. Declarant is the owner of real property ("Phase I") located in the City of Huntington Beach, Orange County, California, described as follows: Lots 30 to 38, inclusive, and Lots 47 to 49, inclusive, of Tract No. 17239, as shown on a Subdivision Map, Filed on , 2013, in Book , Pages _ to , inclusive, of Miscellaneous Maps, in the Office of the Orange County Recorder. B. Declarant intends to create a "planned development," as defined in Section 1351(k) of the California Civil Code, which is also a "common interest development," which is within the meaning of California Civil Code Section 1351(c), and a "Subdivision" as defined in Section 11000 of the California Business and Professions Code. Declarant intends to impose mutually beneficial restrictions under a general plan for subdividing, maintaining, improving and selling the Lots in the Community for the benefit of all the Lots pursuant to the Davis-Stirling Common Interest Development Act. The general plan of development will include forming a homeowners association under the California Non-Profit Mutual Benefit Corporations Law to which will be assigned the powers of (1) owning, maintaining and administering the Common Property, (2) administering and enforcing the Governing Documents, and (3) collecting and disbursing the Assessments and charges hereinafter created. Declarant will cause such corporation to be formed to exercise such powers, as required by Section 1363 of the California Civil Code. The Members of the Association will be the Owners in the Community, as further provided in Article IV herein. C. The Community is to be held, conveyed, encumbered, leased, used and improved subject to covenants, conditions, restrictions and easements in this Declaration, all of which are in furtherance of a plan for subdividing, maintaining, improving and selling the Lots in the Community. All provisions of this Declaration are imposed as equitable servitudes on the Community. All covenants, conditions, restrictions and easements in this Declaration shall run with and burden the Community, and be binding on and for the benefit of all of the Community and all Persons acquiring any interest in the Community. 6393-116700\CCRS\1155418.5 12/31/13 ARTICLE I DE)F'INITIONS AND INTERPRETATION 1.1 DE)F'INITIONS. Unless otherwise expressly provided, the following words and phrases when used in this Declaration have the following meanings. 1.1.1 Annexable Territory. Annexable Territory means the real property described in Exhibit A which may be made subject to this Declaration pursuant to Article XVI. Any references in this Declaration to Annexable Territory are references to the Annexable Territory as a whole and to portions thereof. 1.1.2 Annual Assessment. Annual Assessment means a charge against the Owners and their Lots representing their share of the Common Expenses. The Annual Assessment is a regular assessment as described in California Civil Code Section 1366. 1.1.3 Articles of Incorporation. Articles of Incorporation mean the Articles of Incorporation of the Association currently in effect. A copy of the initial filed Articles of Incorporation is attached as Exhibit B. 1.1.4 Assessment. Assessment means any Annual Assessment, Capital Improvement Assessment, Reconstruction Assessment and Special Assessment. 1.1.5 Association. Association means the Truewind Community Association, a California nonprofit corporation (formed pursuant to the California Nonprofit Mutual Benefit Corporation Law or successor statutes), and its successors-in-interest. The Association is an "association" as defined in Section 1351(a) of the California Civil Code or its successor statutes. 1.1.6 Association Maintenance Area. Association Maintenance Area means those Improvements in residential Lots or other real property which are not owned in fee by the Association but which are designated for maintenance by the Association. (a) Generally. The Association Maintenance Areas in a Phase may include one or more of the following: (i) The structural and support components of all Community Walls (including pilasters, caissons, footing, cap, masonry, wood, tubular steel and wrought iron), and all exterior surfaces thereof, except that the Owner of a Lot enclosed by any Community Wall shall maintain the Residence-facing surface of wood and masonry portions; (ii) Landscaping, consisting of softscape and irrigation equipment located on certain side yards of residential Lots in each Phase; (iii) Repair and replacement of drainage pipes and appurtenances located within the Offsite Drainage Easement Area described in Section 6.1.11, and maintenance of such drainage pipes and appurtenances if not properly maintained by the Owners of the Affected Lots (subject to the right of the Association to charge a Special Assessment to the violating Owner); and -2- 6393-116700\CCRS\1155418.5 12/31/13 (iv) Public art work located next to Lot 1 of Tract No. 17239. (b) Association Maintenance Areas in Phase 1. The Association Maintenance Areas in Phase 1 include the portions of the Community Wall described above as applicable to Lots 30, 34, 35 and 47 in Phase 1, all as depicted on Exhibit D. (c) Association Maintenance Areas in Future Phases. Association Maintenance Areas in each future Phase shall include the items listed in subparagraph (a) above as applicable to the Lots in such Phase. Declarant may designate additional Association Maintenance Areas in a Notice of Addition or Supplemental Declaration. 1.1.7 Association Maintenance Funds. Association Maintenance Funds means the accounts created for Association receipts and disbursements pursuant to Article VII. 1.1.8 Board or Board of Directors. Board or Board of Directors means the Association's Board of Directors. 1.1.9 BRE. BRE means the California Bureau of Real Estate and any bureau, department or agency of the California state government which succeeds to the BRE's functions. 1.1.10 Budget. Budget means a written, itemized estimate of the Association's income and Common Expenses prepared pursuant to the Bylaws. 1.1.11 Bylaws. Bylaws mean the Bylaws of the Association as currently in effect. A copy of the initial form of Bylaws is attached as Exhibit C. 1.1.12 Capital Improvement Assessment. Capital Improvement Assessment means a charge against the Owners and their Lots representing their share of the Association's cost for installing or constructing capital Improvements on the Common Area. Capital Improvements Assessments shall be levied in the same proportion as Annual Assessments. Capital Improvement Assessments are special assessments as described in California Civil Code Section 1366. 1.1.13 CID Act. CID Act means the Davis-Stirling Common Interest Development Act, which currently is Title 6 (commencing with Section 1350) of Part 4 of Division 2 of the California Civil Code, which is scheduled to be repealed and moved to Part 5 of Division 4 of the Civil Code on January 1, 2014, and any successor statutes. 1.1.14 City. City means the City of Huntington Beach, California, and its various departments, divisions, employees and representatives. 1.1.15 Close of Escrow. Close of Escrow means the date on which a deed is Recorded conveying a Lot pursuant to a transaction requiring the issuance of a Final Subdivision Public Report by the BRE. 6393-116700\CCRS\1155418.5 12/31/13 1.1.16 Common Area. Common Area means real or personal property owned in fee by the Association and therefore made subject to the restrictions on Common Area established in this Declaration. Any references in this Declaration to Common Area are references to the Common Area as a whole and to portions thereof. The Common Area is "common area" as defined in Section 1351(b) of the California Civil Code. Additional Common Area may be annexed to the Community pursuant to Article XVI. The Association shall maintain the parkways located adjacent to Lots 34 to 38, inclusive, and Lots 47 to 49, inclusive, in Phase 1 initially by easement, which parkways shall be transferred to the Association in fee along with the street when Lot E is transferred to the Association as Common Area in a later Phase. 1.1.17 Common Expenses. Common Expenses means those expenses for which the Association is responsible under this Declaration. Common Expenses include the actual and estimated costs of and reserves for maintaining, managing and operating the Common Property (including amounts incurred for maintenance imposed on the Association by this Declaration), including: (a) Common Area and Improvements thereon, including clustered mailboxes, landscaped and irrigated areas, all portions of the Community Walls that are constructed in Common Area and do not enclose a Lot, private streets, sanitary sewer system and sewer lift station, all BMPs as defined in the project WQMP including the CDS unit, low flow storm water pump station and bioretention basin as defined in Section 2.1.6, above and below- ground drainage facilities in the private streets, sidewalks, parkways, curbs, gutters, pavement, replacement, maintenance and operation of street lights on private streets, emergency access gate adjacent to cul-de-sac on Lot E and Lot 9, and other services benefiting the Common Area; (b) The Association Maintenance Areas, and the cost of maintenance services and utilities including landscaping service, irrigation water and repair and replacement of the drainage pipes and appurtenances in the Offsite Drainage Easement Areas described in Section 6.1.1 l; (c) The cost of all utilities (including sewer and water) and mechanical and electrical equipment serving the Common Property; (d) The costs and fees attributable to managing and administering the Association, compensating the Manager, accountants, attorneys and employees, all insurance covering the Community and the Directors, officers and agents of the Association, and bonding the members of the Board; (e) The cost to repair damage to public utility Improvements if caused by the Association during installation, maintenance or repair of private utility Improvements; (f) Unpaid Special Assessments, Reconstruction Assessments and Capital Improvement Assessments; (g) Taxes paid by the Association; 6393-116700\CCRS\1155418.5 12/31/13 (h) Amounts paid by the Association for discharge of any lien or encumbrance levied against the Community, (i) The cost to maintain and repair all items included in the Fire Master Plan, as outlined on Exhibit E, and the Alternative Materials and Methods required by the City, including, but not limited to, the blue reflective markers, red curbing, fire lane signage and fire lane clear to sky; and 0) All other expenses incurred by the Association for the Community, for the common benefit of the Owners. 1.1.18 Common Property. Common Property means the Common Area, the Association Maintenance Areas and the Improvements constructed thereon. Any references to the Common Property are references to the Common Property as a whole and to portions thereof. 1.1.19 Community. Community means (a)Phase 1, and (b) each Phase described in a Notice of Addition. The Community is a "common interest development" and a "planned development" as defined in Sections 1351(c) and 1351(k) of the California Civil Code. Any references in this Declaration to the Community are references to the Community as a whole and to portions thereof. 1.1.20 Community Wall. Community Wall means any wall, sound wall, retaining wall, or fence in the Community that is maintained entirely or partially by the Association. Parry Walls and other fences or walls that are maintained entirely by the Owners are not Community Walls. Declarant may designate additional Community Walls in a Notice of Addition or Supplemental Declaration. Community Walls in the Community in general (a) separate a Lot from Common Area or public property (unless designated for maintenance by an Owner); or (b) are constructed entirely within Common Area, or (c) are designated as a Community Wall by Declarant in this Declaration, or in a Notice of Addition or Supplemental Declaration. Party Walls are not Community Walls. 1.1.21 County. County means Orange County, California, and its various departments, divisions, employees and representatives. 1.1.22 Declarant. Declarant means TRI Pointe Homes, Inc., a Delaware corporation, its successors and any Person to which it shall have assigned any of its rights by an express written assignment. As used in this Section, "successor" means a Person who acquires Declarant or substantially all of Declarant's assets by sale, merger, reverse merger, consolidation, sale of stock or assets, operation of law or otherwise. Declarant shall determine in its sole discretion the time,place and manner in which it discharges its obligations and exercises the rights reserved to it under this Declaration. Declarant is a "builder" as described in California Civil Code Section 1375. 1.1.23 Declaration. Declaration means this instrument as currently in effect. 1.1.24 Design Guidelines. Design Guidelines mean the rules or guidelines setting forth procedures and standards for submission of plans for Design Review Committee approval. 6393-116700\CCRS\1155418.5 12/31/13 1.1.25 Design Review Committee or Committee. Design Review Committee or Committee means the Design Review Committee created in accordance with Article V. 1.1.26 Exclusive Use Easement Area. Exclusive Use Easement Area means the portion(s) of the Common Area over which exclusive easements are reserved for the benefit of specified Owners. The approximate locations of the Exclusive Use Easement Areas in Phase 1 are shown on Exhibit H attached hereto. The approximate locations of the Exclusive Use Easement Areas in each subsequent Phase, if any, are shown on Exhibit H attached hereto or on an Exhibit attached to the Notice of Addition, Supplemental Declaration or deed, as applicable. 1.1.27 Family. Family means natural individuals, related or not, who live as a single household in a Residence. 1.1.28 Fannie Mae. Fannie Mae means the Federal National Mortgage Association, a government-sponsored private corporation established pursuant to Title VIII of the Housing and Urban Development Act of 1968 and its successors. 1.1.29 FHA. FHA means the Federal Housing Administration of the United States Department of Housing and Urban.Development and its successors. 1.1.30 FHHFA. FHFA means the Federal Housing Finance Agency, established pursuant to the Housing and Economic Recovery Act of 2008. 1.1.31 Fire Master Plan. Fire Master Plan means the Fire Master Plan attached hereto as Exhibit E. 1.1.32 First Mortgage. First Mortgage means a Mortgage with first priority over other Mortgages on a Lot. 1.1.33 First Mortgagee. First Mortgagee means the Mortgagee of a First Mortgage. 1.1.34 Fiscal Year. Fiscal Year means the fiscal accounting and reporting period of the Association. 1.1.35 Freddie Mac. Freddie Mac means the Federal Home Loan Mortgage Corporation created by Title II of the Emergency Home Finance Act of 1970 and its successors. 1.1.36 Ginnie Mae. Ginnie Mae means the Government National Mortgage Association administered by the United States Department of Housing and Urban Development and its successors. 1.1.37 Governing Documents. Governing Documents means this Declaration, the Articles of Incorporation, Bylaws, Design Guidelines, Rules and Regulations, Supplemental Declarations and Notices of Addition. 6 6393-116700\CCRS\1155418.5 12/31/13 1.1.38 Improvement. Improvement means any structure and any appurtenance thereto. The Design Review Committee may identify additional items that are Improvements. 1.1.39 Include, Including. Whether capitalized or not, include and including means "includes without limitation" and"including without limitation," respectively. 1.1.40 Lot. Lot means any residential Lot or parcel of land shown on any Recorded subdivision map or Recorded parcel map of the Community, except the Common Area owned in fee simple by the Association. 1.1.41 Maintain, Maintenance. Whether capitalized or not, maintain and maintenance mean "maintain, repair and replace" and "maintenance, repair and replacement," respectively; provided however, that maintain or maintenance shall not include repair and replace(ment) where the context or specific language of this Declaration provides another meaning. 1.1.42 Maintenance Guidelines. Maintenance Guidelines means any current written guidelines, setting forth procedures and standards for the maintenance and operation of Common Property or the Lots. Maintenance Guidelines may be provided by Declarant, by the Association, or by any governmental agency. Maintenance Guidelines include any maintenance manual initially prepared at Declarant's direction and containing recommended frequency of inspections and maintenance activities for components of the Common Property or pertaining to a Residence or Lot. 1.1.43 Manager. Manager means the Person retained by the Association to perform management functions of the Association as limited by the Governing Documents and the terms of the agreement between the Association and the Person. 1.1.44 Membership. Membership means the voting and other rights, privileges, and duties established in the Governing Documents for members of the Association. 1.1.45 Model Leaseback Agreement. Model Leaseback Agreement means a lease or rental agreement pursuant to which the Declarant is permitted to use and occupy a Model Lot as a sales model, office, design center, or for a similar purpose, after the Close of Escrow for its sale. 1.1.46 Model Lot. Model Lot means a Lot that is being used by Declarant as a sales model, office, design center, or for a similar purpose, with or without a Model Leaseback Agreement. 1.1.47 Model Lot Sale. Model Lot Sale means the initial sale of a Model Lot by Declarant in a transaction requiring a Final Subdivision Public Report, subject to a Model Leaseback Agreement. 1.1.48 Model Phase. Model Phase means a Phase that contains one or more Model Lots. A Model Phase may include one or more Production Lots in addition to the Model Lots. 6393-116700\CCRS\l 155418.5 12/31/13 1.1.49 Mortgage. Mortgage means any Recorded document, including a deed of trust, by which a Lot, Lots, or Common Area is hypothecated to secure performance of an obligation. 1.1.50 Mortgagee. Mortgagee means a Person to whom a Mortgage is made, or the assignee of the Mortgagee's rights under the Mortgage by a recorded instrument. For purposes of this Declaration, the term Mortgagee shall include a beneficiary under a deed of trust. 1.1.51 Mortgagor. Mortgagor means a person who has mortgaged his property. For purposes of this Declaration, the term Mortgagor shall include a trustor under a deed of trust. 1.1.52 Notice and Hearing. Notice and Hearing means written notice and a hearing before the Board as provided in the Bylaws. 1.1.53 Notice of Addition. Notice of Addition means an instrument Recorded pursuant to Article XVI to annex additional real property to the Community. 1.1.54 Official Records. Official Records means the Official Records of the County. 1.1.55 Operating Fund. Operating Fund means that portion of the Common Expenses allocated for the daily operation of the Association. 1.1.56 Owner. Owner means the Person or Persons, including Declarant, holding fee simple interest to a Lot. The term "Owner" includes sellers under executory contracts of sale but excludes Mortgagees. The term "Owner" may be expanded in a Supplemental Declaration to include other Persons. 1.1.57 Party Wall. Party Wall means any wall or fence that is constructed by Declarant to separate adjacent Lots (whether or not constructed on the legal property boundary). Party Walls are not Community Walls. 1.1.58 Person. Person means a natural individual, or any legal entity recognized under California law. When the word "person" is not capitalized, the word refers only to natural persons. 1.1.59 Phase. Phase means each of the following: (a) Phase 1, (b) all the real property covered by a Notice of Addition for which a Final Subdivision Public Report has been issued by the BRE, and (c) real property consisting solely of Common Area as described in a Notice of Addition. Declarant may otherwise define the term "Phase" in a Notice of Addition or Supplemental Declaration. 1.1.60 Phase 1. Phase 1 means all of the real property described in Paragraph A of the Preamble of this Declaration. 1.1.61 Production Lot. Production Lot means a Lot that is not a Model Lot. 6393-116700\CCRS\1155418.5 12/31/13 1.1.62 Reconstruction Assessment. Reconstruction Assessment means a charge against the Owners and their Lots representing their share of the Association's cost to reconstruct any Improvements on the Common Area. Such charge shall be levied among all Owners and their Lots in the same proportions as Annual Assessments. Reconstruction Assessments are"special assessments" as described in California Civil Code Section 1366. 1.1.63 Record or File. Record or File means, with respect to any document, the entry of such document in Official Records. 1.1.64 Reserve Fund. Reserve Fund means that portion of the Common Expenses allocated (a) for the future repair and replacement of, or additions to, structural elements, mechanical equipment and other major components of Association-maintained Improvements, and (b) amounts necessary to cover the deductibles under all insurance policies maintained by the Association. 1.1.65 Residence. Residence means the dwelling unit constructed on a Lot, excluding the garage area, which is designed and intended for use and occupancy as a residence by a single Family. 1.1.66 Right to Repair Law. Right to Repair Law means Division 2, Part 2, Title 7 (commencing with Section 895) of the California Civil Code. 1.1.67 Right to Repair Law Claim. Right to Repair Law Claim means any claim brought by one or more Owners or by the Association against one or more Declarant Parties (as defined in Section 12.4) on any design or construction defect matters that are governed by the Right to Repair Law. 1.1.68 Rules and Regulations. Rules and Regulations or "Rules" means the current rules and regulations for the Community. 1.1.69 Special Assessment. Special Assessment means (a) a reasonable monetary penalty imposed against an Owner and the Owner's Lot in accordance with California Civil Code Section 1367.1(e), as a disciplinary measure for the failure of an Owner to comply with the Governing Documents, or (b) a monetary charge imposed against an Owner and the Owner's Lot in accordance with California Civil Code Section 1367.1(d) to recover costs incurred by the Association for reimbursement of costs incurred in the repair of damage to Common Property, all as further described in this Declaration. 1.1.70 Street Access Easement Deed. Street Access Easement Deed means the Street Access Easement Deed Recorded concurrently herewith by which Declarant grants to the Association and the Owners nonexclusive easements for vehicular and pedestrian access, ingress, use and enjoyment over the private street Improvements on Lot E of Tract No. 17239. 1.1.71 Supplemental Declaration. Supplemental Declaration means an instrument Recorded by Declarant against all or a portion of the Community in order to supplement, modify, or clarify conditions, covenants, restrictions or easements established under this Declaration. A Supplemental Declaration may affect one or more Lots and Common Area, and it may annex additional real property to the coverage of the Declaration so long as it satisfies 6393-116700\CCRS\1155418.5 12/31/13 the requirements of a Notice of Addition in Article XVI. A Supplemental Declaration may modify this Declaration only as it applies to the property encumbered by the Supplemental Declaration. 1.1.72 Telecommunications Facilities. Telecommunications Facilities means Improvements constructed in the Community, including cables, conduits, ducts, vaults, connecting hardware, wires, poles, transmitters, towers, antennae and other devices now existing or that may be developed in the future to provide Telecommunication Services to the Community. 1.1.73 Telecommunications Services. Telecommunications Services means the reception, distribution or transmission of video, audio, data, telephony, all related vertical services, and any other similar services now existing or that may be developed in the future. Declarant may expand this definition in any Supplemental Declaration. 1.1.74 VA. VA means the Department of Veterans Affairs of the United States of America and any department or agency of the United States government which succeeds to the VA's function of issuing guarantees of notes secured by Mortgages on residential real estate. 1.2 INTERPRETATION. 1.2.1 General Rules. This Declaration shall be liberally construed to effectuate its purpose of creating a uniform plan for subdividing, maintaining, improving and selling the Community. As used in this Declaration, the singular includes the plural and the plural the singular. The masculine, feminine and neuter each includes the other, unless the context dictates otherwise. 1.2.2 Articles, Sections and Exhibits. The Article and Section headings are inserted for convenience only and may not be considered in resolving questions of interpretation or construction. Unless otherwise indicated, any references in this Declaration to articles, sections or exhibits are to Articles, Sections and Exhibits of this Declaration. Exhibits A, D, E and F attached to this Declaration are incorporated in this Declaration by this reference. The Articles of Incorporation and the Bylaws that are attached as Exhibits B and C are attached for informational purposes only; either may be amended from time to time without having to amend this Declaration and the amended version shall supersede the version attached hereto. The locations and dimensions of any Improvements depicted on the Exhibits attached hereto and to any Notice of Addition are approximate only and the as-built location and dimension of any such Improvements shall control. 1.2.3 Priorities and Inconsistencies. If there are conflicts or inconsistencies between this Declaration and the Articles of Incorporation, Bylaws, or Rules and Regulations, then the provisions of this Declaration shall prevail; however, the conflicting documents shall be construed to be consistent with the Declaration to the extent possible. 1.2.4 Supplemental Declarations. Declarant may Record one (1) or more Supplemental Declarations over all or a portion of the Community which may (a) supplement this Declaration with such additional covenants, conditions, restrictions, easements and land uses _1 0- 6393-116700\CCRS\1155418.5 12/31/13 as Declarant may deem appropriate for the real property described therein or affected thereby, and (b) clarify Declarant's intent as to covenants, conditions, restrictions, easements and land uses in the real property described therein or affected thereby. The provisions of any Supplemental Declaration may impose such additional, different or more restrictive conditions, covenants, restrictions, land uses and limitations as Declarant may deem advisable, taking into account the particular requirements of the real property described therein or affected thereby. If there is a conflict between any Supplemental Declaration and the Declaration, the Supplemental Declaration shall control concerning the real property described in such Supplemental Declaration. 1.2.5 Severability. The provisions of this Declaration are independent and severable. If for any reason, any provision of this Declaration becomes invalid, partially invalid, unenforceable, illegal, null and void, or against public policy, or if for any reason, a court of competent jurisdiction determines that any provision of this Declaration is invalid, partially invalid, unenforceable, illegal, null and void, or against public policy, the validity and enforceability of the remaining provisions of this Declaration shall remain in effect to the fullest extent permitted by law. 1.2.6 Statutory and Regulatory References. From and after January 1, 2014, references in the Governing Documents to provisions of California Civil Code Sections 1350 to 1378, inclusive, shall be deemed to refer to the corresponding successor provisions set forth in Division 4, Part 5 of the California Civil Code, otherwise known as the CID Act. All references made in the Governing Documents to statutes or regulations, including the CID Act, are to those statutes or regulations as currently in effect or to subsequently enacted replacement statutes or regulations. ARTICLE II MAINTENANCE COVENANTS AND USE RESTRICTIONS The Community shall be held, used and enjoyed subject to the following restrictions and subject to the exemptions of Declarant set forth in the Governing Documents. 2.1 REPAIR AND MAINTENANCE. 2.1.1 By Owners. (a) The Lot. Each Owner shall maintain all of the Owner's Lot (except for any Common Property or Improvements that are designated for maintenance by the Association or a governmental entity in a Recorded map or in a Governing Document), and the Residence and all other Improvements on the Owner's Lot in a clean, sanitary and attractive condition and as directed in the Governing Documents and all applicable Maintenance Guidelines. Owner-maintained Improvements shall include the following: (i) Landscapins;. All Owner-maintained landscaping that is visible from other Lots or from the Common Area shall be properly maintained, evenly cut, evenly edged, free of bare or brown spots, debris and weeds above the level of the lawn. All trees and shrubs shall be trimmed so they do not impede pedestrian traffic and root-pruned to prevent root damage to sidewalks, driveways and structures. Declarant has installed a thirty-six -11- 6393-116700\CCRS\l 155418.5 12/31/13 inch (36") box tree in the front yard of each Lot in accordance with the conditions of approval for the Community. These trees must be maintained in accordance with the requirements of the Huntington Beach Zoning and Subdivisions Ordinance, Chapter 232. (ii) Party Walls. To the extent not inconsistent with the provisions of this Section, the general rules of law regarding Party Walls and liability for property damage due to negligence or willful acts or omissions shall apply. The rear yard boundary walls located along the Lot lines for Lots 10 to 21, inclusive, shall be Party Walls and shall be maintained in accordance with the general rules of law regarding Party Walls. (1) Sharing of Repair and Maintenance. The cost of reasonable repair and maintenance of a Party Wall shall be shared equally by the Owners of the Lots connected by such Party Wall. However, each Owner shall be solely responsible for repainting the side of any Parry Wall facing the Owner's Lot. (2) Destruction by Fire or Other Casualty. Unless covered by a blanket insurance policy maintained by the Association under Section 8.1, if a Parry Wall is destroyed or damaged by fire or other casualty, any Owner whose Lot is affected thereby may restore it, and the Owner of the other Lot affected thereby shall contribute equally to the cost of restoration thereof, without prejudice. However, such an Owner may call for a larger contribution from the other under any rule of law regarding liability for negligence or willful acts or omissions. (3) Weatherproofing. Notwithstanding any other provision of this Article, an Owner who by his negligence or willful act causes a Party Wall to be exposed to the elements, to deteriorate, or to require repair or replacement shall bear the whole cost of furnishing the necessary protection against such elements or the necessary repairs or replacement. (4) Right to Contribution Runs With Land. The right of any Owner to contribution from any other Owner under this Article is appurtenant to the land and passes to such Owner's successors in title. (iii) Community Walls. The Owner of any Lot that is partially or completely enclosed by a portion of the Community Wall (whether constructed on the Lot or adjacent to the Lot) is responsible for maintaining only the Residence-facing surface of wood and masonry portions of the Community Wall. (iv) Offsite Drainage Easement Area. Each Owner of a Lot subject to an Offsite Drainage Easement Area, as described in Section 6.1.11, is responsible for maintaining the drainage pipes and appurtenances on such Owner's Lot in a manner that will allow the continuous flow of water from the Benefitted Lots, as more fully described in Section 6.1.11. (v) Fire Sprinklers and Smoke Detectors. Each Owner shall regularly inspect any fire sprinklers and smoke detectors that are in the interior of the Residence, arrange for regular pressure testing of the fire sprinkler system and conduct regular inspection and testing of the smoke detectors. Keep sources of direct heat away from fire sprinklers. -12- 6393-116700\CCRS\1155418.5 12/31/13 Owners should report any leaking or malfunctioning fire sprinklers and malfunctioning smoke detectors to the service provider designated in the Maintenance Guidelines, or if none is designated,the Owner must contact a suitable servicer immediately. (vi) Other Responsibilities. (1) Each Owner shall regularly inspect the Improvements on the Lot for wood-destroying pests, and if such pests are found,the Owner shall be responsible for the costs of eradication and future prevention. (2) Each Owner whose Lot utilizes a sewer system lateral is responsible for the maintenance and repair of the portion of the lateral lying in the boundaries of the Lot. 2.1.2 By Association. The Association shall maintain everything it is obligated to maintain in a clean, sanitary and attractive condition reasonably consistent with the level and frequency of maintenance reflected in the current adopted Budget; provided, however, that the Association shall at all times at least perform the level and frequency of maintenance specified in the applicable Maintenance Guidelines. (a) Commencement of Obligations. The Association's obligation to maintain the Common Property in a Phase composed solely of Common Property shall commence on conveyance of such Common Property to the Association either in fee or by maintenance easement. The Association's obligation to maintain the Common Property in any Phase that includes Lots commences on the date on which Annual Assessments commence on the Lots in the Phase, unless the terms of the Governing Documents applicable to the real property on which the Common Property is located provide otherwise. Until the Association is responsible for maintaining the Common Property in a particular Phase, Declarant shall maintain such Common Property. (b) Acceptance of Common Property. The Association must accept ownership of and maintenance responsibility for each portion of Common Property when title and maintenance responsibility are tendered by Declarant, whether in fee simple, by easement or otherwise, and the Association shall execute each deed and any accompanying escrow instructions if requested to do so by Declarant, and it shall execute any bond exonerations when presented if the bonded obligations are satisfied. No Owner shall interfere with the exercise of the foregoing obligations by the Association, or with the rights or obligations of Declarant. (c) Maintenance Requirements for Certain Improvements. Unless specifically provided in any Maintenance Guidelines, the Board shall determine, in its sole discretion, the level and frequency of maintenance of the Common Property. The Association shall be responsible for maintaining the Common Property and for all other maintenance not provided by the Owners pursuant to Section 2.1.1 above or by a governmental entity. (i) Landscaping. All Association-maintained landscaping that is visible from Lots or from the Common Area shall be properly maintained, neat, evenly -13- 6393-116700\CCRS\l 155418.5 12/31/13 cut, evenly edged, free of bare or brown spots, debris and weeds above the level of the lawn. All trees and shrubs shall be trimmed so they do not impede pedestrian traffic along the walkways. All trees shall also be root-pruned to eliminate exposed surface roots and damage to sidewalks, driveways and structures. The Association shall maintain all landscaping in conformance with the Huntington Beach Zoning and Subdivision Ordinance. Prior to removing or replacing any landscaped areas on the Common Property, the Association is required to check with the Departments of Planning and Building and Public Works for Code requirements. Substantial changes to landscaping may require the approval of the Planning Commission. (ii) Community Wall. The Association is responsible for maintaining the Association Maintenance Area portions of the Community Walls described in Section 1.1.6(a)(i) and depicted in Exhibit D, and any other portions designated for Association maintenance in a Notice of Addition or Supplemental Declaration. The Association is also responsible for all portions of the Community Wall that are constructed entirely in the Common Area, or that separate Common Area from public property, or from other real property lying outside the Community. (iii) Offshe Drainage Easement Area Improvements. The Association is responsible for ensuring that the drainage pipes and appurtenances within the Offsite Drainage Easement Area remain open to permit the flow of water from the Benefitted Lots onto the Affected Lots and out to the storm drain that is owned and maintained by the Association, and shall be responsible for repair and replacement of the drainage pipes and appurtenances as necessary, as more fully described in Section 6.1.11. (iv) Ingress and Egress Improvements. The Association shall maintain all walks, private streets (curb, gutter and sidewalk) and other means of ingress and egress in the Common Area (but not the walks, driveways or other hardscape on the Lots) in accordance with the Governing Documents and applicable Maintenance Guidelines. (v) Fire Master Plan. The Community is subject to the Fire Master Plan, attached hereto as Exhibit E. The Fire Master Plan for the Community provides a strategic plan for overall fire protection within the Community with general guidelines outlining the creation and maintenance of fire access roadways, access walkways to and around buildings, and hydrant quantity and placement as required by the California Fire and Building Codes. The Association shall maintain all, items indicated on the Fire Master Plan and the Alternative Materials and Method, as required by the City, including, but not limited to, the blue reflective markers, red curbing, fire lane signage and fire lane clear to sky. The Association has the power and duty to enforce the requirements of the Fire Master Plan and has the power and duty to maintain the fire system lines in the Common Area. No one may amend the Fire Master Plan without the prior written approval of the City of Huntington Beach Fire Department. (vi) Private Utilities/WOMP BMPs. The Association shall maintain the sanitary sewer system, including the private sewer lift station, the above and below- ground storm drain system and the structural BMPs outlined in the WQMP (including the low- flow pump station, CDS Unit and bioretention basin), as discussed in Section 2.1.6 below. -14- 6393-116700\CCRS\1155418.5 12/31/13 (vii) Additional Items. The Association shall also be responsible for maintaining any Improvements that a majority of the voting power of the Association designates for maintenance by the Association. Such Improvements shall be deemed Common Property and subject to provisions of the Governing Documents that are applicable to the Common Property. 2.1.3 Inspections. The Board shall periodically cause a compliance inspection of the Community to be conducted by the Design Review Committee to report any violations thereof. The Board shall also cause condition inspections of the Common Property and all Improvements thereon to be conducted in conformity with the applicable Maintenance Guidelines, and in the absence of inspection frequency recommendations in any applicable Maintenance Guidelines at least once every three (3) years, in conjunction with the inspection required for the reserve study to be conducted pursuant to the requirements of the Bylaws, to (a) determine whether the Common Property is being maintained adequately in accordance with the standards of maintenance established in Section 2.1, (b) identify the condition of the Common Property and any Improvements thereon, including the existence of any hazards or defects, and the need for performing additional maintenance, refurbishment, replacement, or repair, and (c) recommend preventive actions which may be taken to reduce potential maintenance costs to be incurred in the future. The Board shall, during its meetings, regularly determine whether the recommended inspections and maintenance activities set forth in any applicable Maintenance Guidelines have been followed and, if not followed, what corrective steps need to be taken to assure proper inspections and maintenance of the Common Property. The Board shall keep a record of such determinations in the Board's minutes. The Board shall keep Declarant fully informed of the Board's activities under this Section 2.1.3. The Board shall employ, consistent with reasonable cost management, such experts, contractors and consultants as are necessary to perform the inspections and make the reports required by this Section. 2.1.4 Reporting Requirements. The Association shall prepare a report of the results of the inspection required by this Section. The report shall be furnished to Owners and Declarant within the time set for furnishing the Budget to the Owners. The report must include at least the following: (a) . a description of the condition of the Common Property, including a list of items inspected, and the status of maintenance, repair and need for replacement of all such items; (b) a description of all maintenance, repair and replacement planned for the ensuing Fiscal Year and included in the Budget; (c) if any maintenance, repair or replacement is to be deferred, the reason for such deferral; (d) a summary of all reports of inspections. performed by any expert or consultant employed by the Association to perform inspections; (e) a report of the status of compliance with the maintenance, replacement and repair needs identified in the inspection report for preceding years; and -15- 6393-116700\CCRS\1155418.5 12/31/13 (f) such other matters as the Board considers appropriate. For a period of ten (10) years after the date of the last Close of Escrow in the Community, the Board shall also furnish to Declarant (a) the report of each Condition Inspection performed for the Board, whenever such inspection is performed and for whatever portion of the Common Property that is inspected, within thirty (30) days after the completion of such inspection, and (b)the most recent Condition Inspection report prepared for any portion of the Common Property, no later than the date that is ten (10) days after the Association receives Declarant's written request. 2.1.5 Damage by Owners. Each Owner is liable to the Association for all damage to the Common Property that is sustained due to the negligence or willful act of the Owner, the Owner's Family, tenants or invitees, and any other Persons who derive their use of the Common Property from the Owner or from the Owner's Family, tenants or invitees. The Association may, after Notice and Hearing, levy a Special Assessment against the Owner representing a monetary charge imposed as a means of reimbursing the Association for costs incurred by the Association in the repair of damage to Common Area and facilities for which the Owner or the Owner's Family, tenants or invitees were responsible. The amount of the Special Assessment may include (a) the amount of any deductible payable on the insured portion of the loss (if the Association elects to make a claim under its insurance policy), (b) all costs and expenses actually incurred by the Association to correct damage that is not covered by the Association's insurance or for which no claim has been made, and (c) the amount of the increase in premiums payable by the Association, to the extent the increase is directly caused by damage that was attributed to the Owner or the Owner's Family, tenants or invitees. In accordance with California Civil Code Section 1367.1(d), the Association shall have the power to impose a lien for the foregoing Special Assessment. If a Lot is jointly owned, the liability of its Owners for damage to Common Property is joint and several, except to the extent that the Association and the joint Owners have otherwise agreed in writing. 2.1.6 Stormwater Pollutant Control. (a) Stormwater Pollutant Control. The Community is subject to all federal, state and local requirements of the National Pollutant Discharge Elimination System ("NPDES"), adopted in accordance with the Federal Clean Water Act. In 1999, the California State Water Resources Control Board ("SWRCB") enacted a new statewide General Permit for Storm Water Discharges Associated with Construction Activity ("General Permit'. The General Permit imposes a comprehensive series of requirements on developers and builders to file a Storm Water Pollution Prevention Plan ("SWPPP") with the Regional Water Quality Control Board. The SWPPP includes so-called Best Management Practices ("BWs") that are intended to mitigate runoff of silt and pollutants from the Community into storm drains during construction activities. Other BMPs apply to activities undertaken by the Association and Owners, and the Association and the Owners are required to comply with the applicable BMPs after construction is completed. The approved Water Quality Management Plan ("WQMP") is an engineering study that identifies potential impacts on nearby water sources caused by the Community's post-construction water runoff. The approved WQMP has identified Community- related pollutants and the BMPs required for mitigation on the surrounding areas. The approved WQMP includes specific maintenance schedules for post-construction operation of the BMPs -16- 6393-116700\CCRS\l 155418.5 12/31/13 that may impose long-term maintenance obligations on the Association and each Owner in the Community. The BMPs are in addition to any local ordinances established by the City and any rules and regulations imposed by the Association with regard to discharge of non-storm water into storm drains. (b) City of Huntington Beach Conditions. The Association shall include in its annual Budget funding for implementation, monitoring and maintenance of water quality treatment train BMPs and appurtenances per the approved WQMP. The approved WQMP is hereby incorporated into this Declaration by this reference, and shall be updated as required by local, state or federal law or regulation and the City of Huntington Beach Local Implementation Plan ("LIP' . The Association is prohibited from revising or amending the WQMP except as may be dictated by either local, state or federal law and the LIP. Additionally, the Association shall either self-certify or receive certification from a third-party state licensed professional engineer that the annual BMP Operations and Maintenance outlined in the project WQMP are being complied with by the Association. Such certification shall be obtained by the Association and the Association shall forward a completed Annual BMP Operation and Maintenance Self Certification Form, a copy of which is attached hereto as Exhibit G, to the City annually, no later than September 1 st of that year. 2.2 SINGLE-FAMILY DWELLING. The Residence shall be used as a residential dwelling for a single Family and for no other purpose. 2.3 FURTHER SUBDIVISION. Except as otherwise provided in this Declaration, no Owner may physically or legally subdivide the Owner's Lot in any manner, including dividing such Owner's Lot into time-share estates or time-share uses. This provision does not limit the right of an Owner to rent or lease the Lot pursuant to Section 2.4 below. 2.4 LEASING AND RENTAL. 2.4.1 Leasing or Rental to Declarant. Nothing in this Declaration shall be deemed to prevent an Owner from leasing or renting the Lot to Declarant for use as sales offices, model home,parking area or for other residential or non-residential purposes. Declarant may not lease any portion of the Association Property to the Owners or the Association. 2.4.2 Leasing or Rental to Non-Declarant Parties. Nothing in this Declaration shall be deemed to prevent an Owner from leasing or renting the Lot for residential occupancy by a single Family,provided that: (i) the terms of the lease or rental agreement are set out in a written lease or rental agreement; (ii) the lease or rental agreement is expressly made subject to this Declaration and the other Governing Documents of the Community; (iii) the lease or rental agreement shall be for a term of not less than thirty(30) days; (iv) the lessor or landlord shall not provide any services normally associated with transient occupancy(including hotel, inn, bed & breakfast, vacation rental, time-share or similar temporary lodging); and (v) the lease or rental agreement shall provide that all lessees, tenants, and their Families, agents and invitees are bound by the Governing Documents when present in the Community, and any violation of the Governing Documents by a lessee, tenant or their Families, agents or invitees also constitutes a default under the lease or rental agreement. -1 7- 6393-116700\CCRS\1155418.5 12/31/13 2.5 RESALE. Nothing in this Declaration shall be deemed to prevent an Owner from (a) transferring or selling the Lot, either to a single Person, or to more than one (1) Person to be held by them as tenants-in-common, joint tenants, tenants by the entirety or as community property. The terms of such transfer or sale shall be subject to any Owner occupancy or anti- speculation requirements that may be separately imposed by Declarant. 2.6 BUSINESS AND COMMERCIAL ACTIVITIES. 2.6.1 Generally. No Owner or other occupant of the Community may undertake any activity in any Lot nor use any portion of the Association Property, for any business, commercial or non-residential purposes, nor for any other purpose that is inconsistent with the Governing Documents. Such purposes include manufacturing, storage, vending, auctions, vehicle or equipment repair, entering into any lease or rental agreement under which the Residence would be occupied by numbers of persons in excess of the maximum occupancy permitted under applicable law, and transient occupancy of the Residence (such as hotel, inn, bed & breakfast, vacation rental, time-share or similar temporary lodging).. Any lease or rental agreement for a term of fewer than thirty (30) days, and any lease or rental agreement pursuant to which the lessor provides any services normally associated with transient occupancy, shall be deemed to be for transient purposes and prohibited under this Declaration. All of the foregoing activities are prohibited whether they are engaged in full-time or part-time, whether they are for- profit or non-profit, and whether they are licensed or unlicensed. 2.6.2 Exceptions. This Section shall not be interpreted to prohibit any of the following: (a) The hiring of employees or contractors to provide maintenance, construction or repair services that are consistent with the Governing Documents; (b) Rental or leasing of a Lot to Declarant for use as a sales office, model homes or parking area for any period of time; (c) Exercise by Declarant of any rights reserved to it under Article XV; (d) The provision of in-home health care or assisted-living services to any resident of the Community; (e) The provision of family home child care services as defined in California Health and Safety Code Section 1597.40, et seq., so long as such services comply with all applicable state and local laws, including licensing, inspection and zoning requirements; (f) Small home-based service businesses that comply with all of the following: (i) The operator of the business lives in the Residence on a permanent, full-time basis; -1 g- 6393-116700\CCRS\1155418.5 12/31/13 (ii) When conducted in the Community, business activities take place solely inside the Residence; (iii) Visits by clientele or suppliers are limited to regular business hours and clientele and suppliers park their vehicles only in the driveway or garage of the Lot; (iv) The business complies with all laws, regulations and ordinances applicable to the Community, including zoning, health and licensing requirements; (v) The business otherwise complies with the Declaration and is consistent with the residential character of the Community; (vi) The operator of the business posts no business-related signage anywhere in the Community; (vii) Other than visits by clientele or suppliers, there is no visible evidence in the Community of the business; (viii) The business does not generate noise or odors that are apparent outside the Residence; and (ix) The business does not increase the Association's liability or casualty insurance obligation or premium. (g) Other activities that have been determined by governmental authorities to be consistent with the single-family residential uses in the Community, including, for example, residential care facilities that are operated in accordance with California Health and Safety Code Section 1566.5. 2.7 NUISANCES. Noxious or offensive activities are prohibited in the Community and on any street abutting or visible from the Community. The Board is entitled to determine if any device, noise, odor, or activity constitutes a nuisance. 2.7.1 Nuisance Devices. Nuisance devices may not be kept or operated in the Community or on any public street abutting the Community, or exposed to the view of other Lots or Common Area. Nuisance devices include the following: (a) All horns, whistles, bells or other sound devices (except security devices used exclusively to protect the security of a Residence or a vehicle and its contents); (b) Noisy or smoky vehicles, power equipment (excluding lawn mowers and other equipment used in connection with ordinary landscape maintenance), and Restricted Vehicles (defined below); (c) Devices that create or emit loud noises or noxious odors; _19- 6393-116700\CCRS\1155418.5 12/31/13 (d) Construction or demolition waste containers (except as permitted in writing by the Committee); (e) Devices that unreasonably interfere with television or radio reception to a Lot; (f) Plants or seeds infected with noxious insects or plant diseases; (g) The presence of anything else in the Community which may (i) increase the rate of insurance in the Community, (ii) result in cancellation of the insurance, (iii) obstruct or interfere with the rights of other Owners or the Association, (iv) violate any law or provisions of the Governing Documents, or (v) constitute a nuisance or other threat to health or safety under applicable law or ordinance. 2.7.2 Nuisance Activities. Nuisance activities may not be undertaken in the Community or on any street abutting the Community, or exposed to the view of other Lots or Common Area without the Board's prior written approval. Nuisance activities include the following: (a) Hanging, drying or airing clothing, fabrics or unsightly articles in any place that is visible from other Lots, Common Area or public streets; (b) The creation of unreasonable levels of noise from parties, recorded music, radios,television or related devices, or live music performance; (c) The creation of unreasonable levels noise from a barking dog or other animal kept in the Community (e.g., chronic daily nuisance barking by a dog over extended periods of time); (d) Repair or maintenance of vehicles or mechanical equipment, except in a closed garage or rear yard screened from view by other Lots or Common Area; (e) Outdoor fires, except in barbecue grills and fire pits designed and used in such a manner that they do not create a fire hazard; (f) Outdoor storage of bulk materials or waste materials except in temporary storage areas designated by the Committee. (g) Any activity which may (i) increase the rate of insurance in the Community, (ii) result in cancellation of the insurance, (iii) obstruct or interfere with the rights of other Owners, (iv) violate any law or provisions of the Governing Documents, or (v) constitute a nuisance or other threat to health or safety under applicable law or ordinance. 2.8 SIGNS. Subject to California Civil Code Sections 712, 713 and 1353.6, no sign, advertising device or other display of any kind shall be displayed in the Community or on any public street in or abutting the Community except for the following signs: _20_ 6393-116700\CCRS\1155418.5 12/31/13 2.8.1 entry monuments, community identification signs, and traffic or parking control signs maintained by the Association; 2.8.2 for each Lot, one (1) nameplate or address identification sign which complies with Design Review Committee rules; 2.8.3 for each Lot, one (1) sign advising of the existence of security services protecting a Lot which complies with Design Review Committee rules; 2.8.4 for each Lot, one (1) sign advertising the Lot for sale or lease that complies with the following requirements: (a) the sign has reasonable design and dimensions (which shall not exceed eighteen (18) inches by thirty (30) inches in size), provided the sign is promptly removed at the close of the resale escrow or the lease, or upon the Owner's withdrawal of the Lot from the resale or lease market; (b) the sign is of a color, style and location authorized by the Design Review Committee; 2.8.5 for each Lot, a noncommercial sign, poster, flag or banner must comply with the following requirements: (a) a noncommercial sign or poster must not be more than nine (9) square feet in size and a noncommercial flag or banner must not be more than fifteen (15) square feet in size; and (b) a noncommercial sign, poster, flag or banner may not be made of lights, roofing, siding, paving materials, flora, or balloons, or any other similar building, landscaping, or decorative component, or include the painting of architectural surfaces. 2.8.6 other signs or displays authorized by the Design Review Committee. 2.9 PARKING AND VEHICULAR RESTRICTIONS. 2.9.1 Definitions. The following definitions shall apply to parking and vehicular restrictions set forth in this Declaration: 2.9.2 Authorized Vehicle. An "Authorized Vehicle" is an automobile, a passenger van designed to accommodate ten (10) or fewer people, a motorcycle, or a pickup truck having a manufacturer's rating or payload capacity of one (1) ton or less. The Association has the power to identify additional vehicles as Authorized Vehicles in the Rules and Regulations in order to adapt this restriction to other types of vehicles that are not listed above. 2.9.3 Restricted Vehicles. The following vehicles are "Restricted Vehicles:" (a) large commercial-type vehicles (for example, stake bed trucks, tank trucks, dump trucks, step vans, and concrete trucks), (b) buses, limousines or vans designed to accommodate more than ten (10) people, (c) inoperable vehicles or parts of vehicles, (d) aircraft, (e) boats,jet -21- 6393-116700\CCRS\1155418.5 12/31/13 skis and other water craft, (f) trailers (for example, trailers designed for horses, boats, motorcycles or other equipment or materials), (g) motor homes and recreational vehicles (for example, fifth-wheels, folding camping trailers, travel trailers, but not including van conversions and truck campers), (h) any vehicle or vehicular equipment deemed a nuisance by the Association, and (i) any other vehicle that is not classified as an Authorized Vehicle. If a vehicle qualifies as both an Authorized Vehicle and a Restricted Vehicle, then the vehicle is presumed to be a Restricted Vehicle, unless the vehicle is expressly authorized in writing by the Association. The Association has the power to identify additional vehicles as Restricted Vehicles in the Rules and Regulations to adapt this restriction to other types of vehicles that are not listed above. 2.9.4 Parking Restrictions. (a) Driveways. If an Authorized Vehicle will not fit in a garage it may be parked in the driveway, provided that the vehicle does not encroach onto the sidewalk or other public or private right-of-way. (b) Restricted Vehicles. No Restricted Vehicle may be parked, stored or kept in the Community. However, a resident may park a Restricted Vehicle in a fenced sideyard if the Restricted Vehicle is screened from view by other Lots and Common Area, or in the garage so long as the garage is kept closed and the presence of the Restricted Vehicle does not prevent at least one (1)Authorized Vehicle from being parked in the garage at the same time. (c) Garage Parking. Each Owner shall at all times ensure that the garage physically accommodates at least the number of Authorized Vehicles for which it was originally constructed by Declarant. The garages shall be used for parking of vehicles and storage of personal property only. No garage may be used for any dwelling, commercial, recreational, or other purpose. Garage doors must be kept closed except as necessary for entry or exit of vehicles or Persons. No vehicle may be parked, stored or left unattended in any common driveway except as reasonably necessary for loading and unloading of passengers or property, or as necessary for emergency repairs. 2.9.5 Repair, Maintenance and Restoration. No Person may repair, maintain or restore any vehicle in the Community, unless the work is conducted in the garage with the garage door closed. However, no Person may carry on in any portion of the Community any vehicle repair, maintenance or restoration business. 2.9.6 Enforcement. The Board has the right and power to enforce all parking and vehicle use regulations applicable to the Community, including the removal of violating vehicles from streets and other portions of the Community in accordance with California Vehicle Code Section 22658 or other applicable laws. The City may, but is not required to, enforce such restrictions, rules and regulations, in addition to applicable laws and ordinances. 2.9.7 Regulation and Restriction by Board. The Board has the power to: (a) establish additional rules and regulations concerning parking in the.Common Area, including designating "parking" and"no parking" areas; (b)prohibit any vehicle parking, operation, repair, maintenance or restoration activity in the Community if it determines in its sole discretion that -22- 6393-116700\CCRS\1155418.5 12/31/13 the activity is a nuisance; and (c) promulgate rules and regulations concerning vehicles and parking in the Community as it deems necessary and desirable. 2.9.8 Shared Driveway. Some Lots in the Community are served by a shared driveway constructed on the Common Area. Each such Lot shall have an appurtenant, reciprocal, nonexclusive easement over the other Lots sharing the same shared driveway for pedestrian and vehicular access over the shared driveway Improvements as necessary for driveway purposes. By acceptance of a deed to a Lot with a shared driveway easement, each Owner understands and acknowledges that each shared driveway in the Community is to be used for access to and from Residences only. No shared driveway in the Community may be used for storage of personal property or for parking, other than for temporary purposes, not to exceed thirty (30) minutes in any twenty-four (24) hour period, except in marked parking spaces. No Owner shall unreasonably interfere with another Owner's exercise of a shared driveway easement. Owners of shared driveway easements shall be responsible for the cost of repair of damage to the driveway Improvements to the extent caused by the Owner, or the Owner's family, guests, or contractors. 2.9.9 Public Parking. Notwithstanding anything in this Declaration to the contrary, the private streets in the Community shall remain open to public use, including parking, pursuant to the conditions of approval for the Community. Parking spaces on the private streets are unreserved and unassigned, and they are available on a strict first-come-first-served basis. No amendment or other modification of this requirement shall be made by Declarant or the Association without the prior written consent of the City of Huntington Beach. 2.10 ANIMAL REGULATIONS. 2.10.1 General Restrictions on Numbers and Types of Animals. No commercial or farm livestock, including poultry, may be kept in the Community. Subject to local ordinances and such rules and regulations as may be adopted by the Board, no person may keep an unreasonable number of animals on any Lot. Generally a reasonable number is no more than two (2) dogs or two (2) cats or one (1) dog and one (1) cat on any Lot; however, the Board may increase this number if it is in the best interest of the Community. In addition to dogs and cats, but subject to local ordinances and such Rules and Regulations as may be adopted by the Board, residents may keep in the Residence reasonable numbers of small household pets that live in containers or cages, including fish and birds, so long as there is no external evidence of their presence in the Community. Notwithstanding the foregoing, no person may bring or keep in the Community any dog that satisfies the definition of "vicious dog" under the Potentially Dangerous and Vicious Dogs Law at California Food and Agriculture Code Section 31601, et seq., nor any animal that is determined by the Board to be a nuisance to other residents in the Community. The Board has the power and discretion to determine whether the types or numbers of any animals kept on a Lot are a nuisance, and the Board shall have the power to abate the nuisance through any legal procedure that is available to the Association. 2.10.2 Animal Keeping Areas. Animals belonging to Owners, tenants, residents or guests in the Community must be kept in the Residence or in fenced areas of the Lot. Whenever outside the enclosed area of the Lot, animals must be kept under the control of a Person capable of controlling the animal either on a leash or other appropriate restraint or carrier. _23- 6393-116700\CCRS\l 155418.5 12/31/13 2.10.3 Owner Responsibility. The Owner of the Lot shall be solely responsible for ensuring that there is no external evidence of the presence of any animals kept by the Owner or by the other residents of the Lot (including unreasonable noise or noticeable odor). Furthermore, each Owner shall be absolutely liable to each and all other Owners, their Families, tenants, residents and guests for damages or injuries caused by any animals brought or kept in the Community by an Owner, by members of the Owner's Family, or by the Owner's guests, tenants or invitees. Each Owner shall immediately remove any excrement or clean other unsanitary conditions caused by such Owner's animals on any portion of the Community. 2.11 ANTENNA AND SATELLITE DISH RESTRICTIONS. No Person may install on any Lot any antenna, satellite dish or other over-the-air receiving device unless it meets the definition of an "Authorized Antenna" below and is installed in accordance with the following restrictions: 2.11.1 Definition. An Authorized Antenna is (a) an antenna designed to receive direct broadcast satellite service, including direct-to-home satellite service, that is one (1) meter or less in diameter, (b) an antenna designed to receive video programming service, including multi-channel multipoint distribution service, instructional television fixed service, and local multipoint distribution service, and is one (1) meter or less in diameter or diagonal measurement, (c) an antenna designed to receive television broadcast signals, or (d) an antenna used to receive and transmit fixed wireless signals. The foregoing definition is not intended to prohibit cordless or wireless telephones, PDAs, computers, wireless home data networking equipment or other portable wireless data or telephony devices that do not otherwise constitute a nuisance device under the Governing Documents. 2.11.2 Masts. An Authorized Antenna may be mounted on a mast to reach the height needed to receive an acceptable quality signal, subject to local governmental agency permitting requirements for safety purposes. No mast shall be installed in such a way that it overhangs a neighboring Lot or Common Area, or poses a threat of damage to property or injury to persons. 2.11.3 Preferred Installation Locations and Restrictions on Installation. Rooftops or fascia boards at the rear of the Residence are the preferred installation location in the Community. The Committee may adopt reasonable restrictions on installation and use of an Authorized Antenna as part of its Design Guidelines in order to minimize visibility of the Authorized Antenna from other Lots. Such restrictions may designate one (1) or more additional preferred installation locations, or require camouflage such as paint (subject to the antenna manufacturer's recommendations) or screening vegetation or other Improvements. However, no restriction imposed by the Committee may (a) unreasonably delay or prevent the installation, maintenance or use of an Authorized Antenna, (b) unreasonably increase the cost of the installation, maintenance or use of an Authorized Antenna, or (c) preclude acceptable quality reception. 2.11.4 Prohibitions on Installation. The Committee may prohibit the installation of an Authorized Antenna in a particular location if, in the Committee's opinion, the installation, location or maintenance of such Authorized Antenna unreasonably affects the safety of the Owners or any other Person, or for any other safety-related reason established by the -24- 6393-116700\CCRS\l 155418.5 12/31/13 Committee. The Committee may also prohibit an Owner from installing an Authorized Antenna on any real property which such Owner does not own or is not entitled to exclusively use or control under the Governing Documents, including the Common Area or any other property outside the Owner's Lot. The Committee also has the power to prohibit or restrict the installation of any antenna or other over-the-air receiving device that does not meet the definition of an Authorized Antenna as set forth above. 2.11.5 Review after Installation. The Committee may review the location and installation of an Authorized Antenna after it is installed. After its review, the Committee may require that the Authorized Antenna be moved to a preferred location (if one has been designated) for safety reasons or to comply with reasonable restrictions subject to this Section and applicable law. 2.11.6 Restatement of Applicable Law. This Section is intended to be a restatement of the authority granted to the Committee under the law. All amendments, modifications, restatements and interpretations of the law applicable to the installation, use or maintenance of an antenna or over-the-air receiving device shall be interpreted to amend, modify, restate or interpret this Section. 2.12 TRASH. Trash and recyclables must be stored in closed sanitary containers. No trash, recyclable materials or containers may be stored in view of other Lots or the Common Area, except that closed containers may be set out at curbside for a reasonable period of time on trash collection days (not to exceed twelve (12) hours before and after scheduled trash collection hours). At all other times, Owners must store closed containers in the garage or in a fenced yard area, out of sight of other Lots and Common Area, until scheduled collection times. 2.13 OWNER-INSTALLED IMPROVEMENTS. 2.13.1 Outdoors. No Person shall install any permanent outdoor Improvements on a Lot or Exclusive Use Easement Area if the Improvements are visible from other Lots, or from the streets or the Common Area, without the prior written approval of the Design Review Committee obtained in accordance with Article V and the Rules and Regulations. Examples of outdoor Improvements that require prior Committee approval include the following: (a) Roof-mounted equipment, including heating, ventilation and air conditioning equipment, vents or ducts; (b) Screening structures that are intended to hide roof-mounted Improvements (such Improvements may be hidden from view only by extension of the main structure); (c) Modifications to the building exteriors including room additions, second-story additions or other cosmetic or structural changes in the architectural elements of the Residence; (d) Permanently installed athletic equipment, including freestanding basketball standards, backboards attached to a Residence or any other Improvement on a Lot, soccer goals, hockey goals, skate ramps or other such Improvements. However, -25- 6393-116700\CCRS\l 155418.5 12/31/13 portable athletic equipment (such as movable basketball standards, soccer goals, hockey goals and skate ramps) may be used in yards or driveways or in other areas authorized in writing by the Board, but when not in use they must be brought indoors or stored out of the view of streets, other Lots and Common Area); (e) Sunshades, awnings or patio covers, if visible from other Lots, Common Area, or streets; (f) Accessory structures such as sheds, barns and casitas; (g) Paint or other surface finishes (unless the paint or finish used is the same as originally used by Declarant on the Improvement or the same as previously approved in writing by the Committee); (h) Front yard or parkway landscaping and hardscape, including flatwork, fences or walls, or statuary, if visible from other Lots, Common Area or streets; (i) Exclusive Use Easement Area landscaping and hardscape, including flatwork, fences or walls, or statuary, if visible from other Lots, Common Area or streets; and (j) Rear yard landscaping and hardscape, including flatwork and fences or walls. The foregoing list is provided for guidance but it is not intended to be an exhaustive list. The Committee has the power to require prior review and approval of other Improvements that are not listed above. Outdoor patio or lounge furniture, potted plants and portable barbecue equipment may be kept pursuant to the Rules and Regulations. Persons who intend to install or construct outdoor Improvements on their Lots must consult the Design Review Committee prior to installation to determine if prior review and approval are required. This Section shall not apply to any Improvements installed by Declarant or by the Association,nor shall it apply to maintenance, repair, replacement or reconstruction of existing Improvements by Declarant or by the Association. 2.13.2 Installation of Front Yard Landscaping. Each Owner shall submit plans for installation of landscaping on the front, side and rear yards of the Lot (unless installed by Declarant) no later than ninety (90) days after the Close of Escrow. Each Owner shall complete the installation of landscaping on the front, side and rear yard of the Lot in accordance with a plan approved by the Design Review Committee no later than one hundred-eighty (180) days after the Close of Escrow. Each Owner shall obtain all permits necessary and shall comply with all requirements of the City. 2.13.3 Indoors. No Owner or other resident of the Community may apply paint, foil, film, or other reflective material to the glass portion of any window in the Residence. This Section shall not be interpreted to prohibit the installation of blinds, shutters, curtains and other similar window coverings. Pending installation of permanent window coverings, Owners may cover windows with white sheets up to 90 days following the Close of Escrow. _26- 6393-116700\CCRS\I 155418.5 12/31/13 2.13.4 No Liability. Neither the Declarant nor the Association shall be liable or responsible for any damage that results from Improvements installed, constructed or modified by or at the direction of an Owner. Owners are advised to consult and use qualified consultants and contractors when installing, constructing or modifying Improvements on the Owner's Lot. 2.14 MECHANIC'S LIENS. No Owner may cause or permit any mechanic's lien to be filed against the Common Property or another Owner's Lot for labor or materials alleged to have been furnished or delivered to such Owner. Any Owner who permits a mechanic's lien to be so filed shall cause the lien to be discharged no later than five (5) days after receipt of written notice to discharge the lien is received from the Board. If the Owner fails to remove a mechanic's lien after written notice from the Board, the Board may discharge the lien and levy a Special Assessment against the violating Owner's Lot to recover the cost of discharge. 2.15 DRAINAGE. There shall be no interference with or obstruction of the established surface drainage pattern(s) over any Lot in the Community, unless an adequate alternative provision is made for proper drainage. 2.15.1 Established Drainage. Any alteration of the established drainage pattern must at all times comply with all applicable local governmental requirements. For the purpose hereof, "established" drainage is defined as the drainage which exists at the time of the first Close of Escrow for the sale of the Lot by Declarant, or as shown on any plan approved by the Committee. Established drainage includes drainage from Lot to Lot and to and from property lying outside the Community. 2.15.2 Surface Drainage Improvements. The established drainage system on a Lot may consist of any or all of the following: earthen or concrete drainage swales, concrete channels, catch basins with underground drainage pipelines, roof-mounted gutters or downspouts (collectively, "Surface Drainage Improvements"). Each Owner shall maintain, repair, and replace and keep free from debris or obstructions all Surface Drainage Improvements, if any, located on the Owner's Lot, except those for which a public authority or utility is responsible. 2.15.3 Sub-Drains. Owners are advised that Declarant may have installed one or more drain lines beneath the surface of the Lot (each, a "Sub Drain"). Sub-Drains and appurtenant Improvements.constructed or installed by Declarant (if any) provide for collection and drainage of surface waters from each Lot and from elsewhere in the Community to proper points of disposal. 2.15.4 Maintenance of Drainage Improvements. Each Owner must maintain, repair, replace and keep free of debris and obstructions all Surface Drainage Improvements and Sub-Drains located on the Lot, except those for which the Association or a public authority or utility are responsible. To ensure adequate drainage within the Community, it is essential that the Surface Drainage Improvements and the Sub-Drains, if any, not be modified, removed or blocked without having first made alternative drainage arrangements. Therefore, no Owner may install, alter, modify, remove or replace any Surface Drainage Improvements or Sub- Drains on the Owner's Lot without first making alternative drainage arrangements approved in writing by the Committee and by applicable governmental agencies. Owner-installed irrigation -27- 6393-116700\CCRS\1155418.5 12/31/13 systems must be installed and maintained to prevent excess runoff and accumulation of surface water. 2.15.5 Offsite Drainage Easement. The conditions of approval for the Community require Lots 10 to 21, inclusive, to accept drainage from the adjacent neighboring lots located outside of the Community boundaries. Construction of any structural improvements within the Offsite Drainage Easement Area (defined in Section 6.1.11) and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. The Association shall have the right and duty to enforce this requirement, which is more fully described in Section 6.1.11. 2.15.6 Grading. The grading design in the Community should not be altered to redirect surface water flow toward the Lots or onto adjacent property, or to trap water so that it ponds or floods. Grading modifications are subject to law, approval by the Board, and the terms of any Recorded drainage easements. 2.16 WATER SUPPLY SYSTEM. No individual water supply, sewage disposal or water softener system is permitted on any Lot unless such system is designed, located, constructed and equipped in accordance with the requirements, standards and recommendations of any water district having jurisdiction, the City, the Design Review Committee and all other applicable governmental authorities with jurisdiction. 2.17 VIEW OBSTRUCTIONS. Each Owner acknowledges that (a)there are no protected views in the Community, and no Lot is assured the existence or unobstructed continuation of any particular view, and (b) any construction, landscaping (including the growth of landscaping) or other installation of Improvements by Declarant or other Owners may impair the view from any Lot, and each Owner hereby consents to such view impairment. 2.18 SOLAR ENERGY SYSTEMS. Declarant plans to install solar energy systems (as defined in California Civil Code Section 801.5) on the roofs of all Residences in the Community. If an Owner decides to modify or remove a solar energy system or install a different solar energy system on the Residence after the Close of Escrow for the Lot, the Owner may do so long as (a)the design and location of the solar energy system meet the requirements of all applicable governmental ordinances, and (b) the design and location receive the prior written approval of the Design Review Committee. 2.19 FIRE HYDRANTS. Neither the Association nor any Owner or Resident may block or screen fire hydrants or fire service facilities located in the Community or in the public right-of-way per the conditions of approval for the Community. 2.20 RIGHTS OF DISABLED. Subject to Article V, each Owner may modify such Owner's Residence and the route over the Lot leading to the front door of his Residence, at his sole expense to facilitate access to his Residence by persons who are blind, visually impaired, deaf or physically disabled, or to alter conditions which could be hazardous to such persons, in accordance with California Civil Code Section 1360 or any other applicable law. -28_ 6393-116700\CCRS\l 155418.5 12/31/13 2.21 TEMPORARY BUILDINGS. No outbuilding, tent, shack, shed or other temporary building or Improvement may be placed upon any portion of the Community, either temporarily or permanently,without the prior written consent of the Design Review Committee. 2.22 PROHIBITED RESIDENTIAL USES. No garage, carport, trailer, camper, motor home, recreational vehicle or other vehicle may be used as a residence in the Community, either temporarily or permanently. 2.23 COMMON PROPERTY. The Common Property may not be altered without the Board's prior written consent. 2.24 MINERAL EXPLORATION AND EXTRACTION. No oil drilling, oil, gas or mineral development operations, oil refining, geothermal exploration or development, quarrying or mining operations of any kind may be conducted on the Community, nor are oil wells, tanks, tunnels or mineral excavations or shafts permitted upon the surface of any Lot or within five hundred (500) feet of the surface of the Community. No derrick or other structure designed for use in boring for water, oil, geothermal heat or natural gas may be erected, maintained or permitted on any Lot. 2.25 POST-TENSION CONCRETE SLABS. Concrete slabs for Residences constructed in the Community may be reinforced with a grid of steel cable installed in the concrete slab and then tightened to create extremely high tension. This type of slab is commonly known as a"Post-Tension Slab." Cutting into a Post-Tension Slab for any reason (e.g., to install a floor safe,to remodel plumbing, etc.) is very hazardous and may result in serious damage to the Residence, personal injury, or both. Each Owner shall determine if his Residence has been constructed with a Post-Tension Slab and, if so agrees: (a) Owner shall not cut into or otherwise tamper with the Post-Tension Slab; (b) Owner shall not permit or allow any other Person to cut into or tamper with the Post-Tension Slab so long as Owner owns any interest in the Residence; (c) Owner shall disclose the existence of the Post-Tension Slab to any Person who rents, leases or purchases the Residence from Owner; and (d) Owner shall indemnify and hold Declarant and Declarant's agents, free and harmless from and against any and all claims, damages, losses or other liability (including attorneys' fees and costs of court) arising from any breach of this covenant by Owner. ARTICLE III DISCLOSURES This Article discloses information that was obtained from third-parry sources such as consultants, government and public records. No Person should rely on the ongoing accuracy or completeness of the information discussed in this Article because many of the matters discussed below are outside the control of Declarant and the Association. Accordingly, Declarant does not make any guarantee as to the accuracy or completeness of the matters disclosed below. Furthermore, Declarant is under no obligation to update or revise any matter disclosed in this Article. This Article is intended to provide Owners with information known or provided to Declarant as of the date this Declaration was Recorded, to be used as a starting point for further independent investigation. -29- 6393-116700\CCRS\l 155418.5 12/31/13 3.1 NO REPRESENTATIONS OR WARRANTIES. No representations or warranties, express or implied, have been given by Declarant, the Association or their agents, in connection with the Community, its physical condition, zoning, compliance with law, fitness for intended use, or in connection with the subdivision, sale, operation, maintenance, cost of maintenance, taxes or regulation of the Community as a planned unit development, except as expressly provided in this Declaration,' as submitted by Declarant to the BRE, as provided by Declarant to the first Owner of each Lot. 3.2 SOIL CONDITIONS. For in-depth infonnation regarding the geotechnical aspects of the Community, Owners should review the geotechnical report entitled"Design-Phase Geotechnical Report, Pioneer-Wardlow School Project Site, Tentative Tract Map No. 17239, Pioneer Drive East of Magnolia Street, City of Huntington Beach, California" ("Soils Report"). A copy of the Soils Report is available for viewing at the City's Building Department. 3.2.1 Groundwater. The Community is located in an area that is subject to shallow groundwater. The Soils Report indicates that groundwater was encountered between two and a half feet (2 %2') and fourteen feet (14') below the ground in the Community. The fill soil used within the Community may provide some additional ground depth before reaching groundwater. Owners must notify any Person who will construct structures on or below the ground, including pools and spas, of the shallow groundwater and take such matters into consideration in designing and installing such structures and any trees with deep root systems. 3.2.2 Surcharging. The soil in the Community consisted of natural deposits of soft and relatively compressible soils that existed below groundwater table. Prior to the construction of Residences within the Community, the soils above groundwater were graded and then surcharged. The process of surcharging involves placing certain amount of weight over the compressible material and, while monitoring the ground movement, wait until a prescribed level of compression is reached and remove the surcharge. Within the Community, the pads were surcharged with approximately 4 feet soils until the ground was stabilized. Owners must notify any Person who will construct structures on or below the ground, including pools and spas, of the fact that this surcharging method was utilized within the Community and take such matters into consideration in designing and installing such structures and any trees with deep root systems. 3.2.3 Expansive Soil. The soil in the Community may be composed of materials that have "expansive" characteristics. Owners should perform soils testing, use special construction techniques and take precautions when constructing new Improvements or modifying existing Improvements because the soil expands when it is wet and can cause Improvements to lift and crack. Owners should consider the following information and recommendations before making or modifying any Improvements. 3.2.4 Fill Soil. Some or all of the Residences in the Community are constructed on fill soil in accordance with the recommendations and inspection of licensed civil and soils engineers. Buildings constructed on fill soil will demonstrate some post-placement settlement. A soils report certifying the compaction of fill soil is available for review at the City. 3.2.5 Concrete and Masonry Improvements. Special attention is required in designing and constructing concrete and masonry Improvements such as masonry walls and -30- 6393-116700\CCRS\I 155418.5 12/31/13 planters, concrete slabs, pools, patios, sidewalks, spas and decking. For example, steel reinforcing bars may be required in lieu of steel mesh in concrete patio slabs. Block walls may require extra horizontal and vertical steel reinforcing bars. Pools and spas located at or near the top or bottom of a slope or on expansive soils may require special design and construction methodology. 3.2.6 Drainage and Irrigation. Owners must use adequate drainage and irrigation control. The construction or modification of Improvements by Owners should not result in ponding of water. Owner-installed drainage devices, including, but not limited to, concrete ditches, area drain lines and gutter should be carefully designed and installed with professional assistance and then maintained in an unobstructed condition. Drainage devices installed by Declarant designed to serve more than one (1) Lot, the Common Property or the Benefitted Lots should not be altered in a manner that will redirect or obstruct the drainage through these drainage devices. All Owner-installed landscape irrigation systems should be designed, constructed, and operated to prevent excessive saturation of soils. All Owner-installed landscaping (if any) must be designed to ensure that water drains away from the Residence footings and other Improvements. Obstructions such as walls should not be constructed across swales unless adequate replacement drainage Improvements have been installed or created. Planters should be lined with an impervious surface and should contain outlets to drain excess water. Owners shall maintain and keep clear of debris any drainage or facility or device constructed by Declarant. 3.2.7 Slope Creep. While horizontal and vertical movement of earth at or near tops or bottom of slopes (often described as "slope creep") is generally minor in nature and does not always occur, it may affect Improvements such as pools, spas, patios, walls, slabs, planters, decking and the like. Slope creep can cause pools, spas and walls to tilt and crack and may cause cracking or lifting in brickwork or concrete in a manner that will allow these Improvements to function yet not meet the Owner's cosmetic expectations. Professional soils and structural engineers should be retained to design and construct such Improvements to mitigate the effects of slope creep and to ensure compliance with special rules for such Improvements that are required under the applicable Building Code or other applicable regulations. If possible, Improvements should not be constructed within ten (10) feet of the edge, top or bottom of a slope. Even with professional assistance, minor lifting and cracking can occur. 3.3 ELECTRIC POWER LINES, WIRELESS COMMUNICATIONS FACILITIES,AND HUMAN HEALTH. Underground and overhead electric transmission and distribution lines and transformers ("Power Lines") are located within or in the vicinity of all residential communities, including this Community. The Power Lines within and in the vicinity of the Community produce electric and magnetic fields ("EMF"). Antennas and other equipment for wireless telecommunications (for example, cellular phones) may also be located in or in the vicinity of the Community. Like all wireless communications facilities, these facilities produce radio-frequency fields ("RF'�. Numerous studies concerning the effects of EMF and/or RF on human health_have been undertaken over the past several years and some are ongoing. There are studies that have reported a possible relationship between EMF exposure and some health conditions, such as childhood leukemia, miscarriages, and certain neurological disorders, while other studies found no such relationship. Some studies have reported associations between -31- 6393-116700\CCRS\1155418.5 12/31/13 RE exposure and brain cancer, while other studies found no such relationship. Additional information about EMF and RE is available from the following agencies: 3.3.1 the World Health Organization's International EMF Project website at http://www.who.int/topics/electromagnetic fields/en/; 3.3.2 Southern California Edison website at https://www.see.com/wps/portal/ home/safety_/family/environmental-health; 3.3.3 the U.S. National Institute of Environmental Health Sciences website at http://NN,�Arxv.niehs.nih.gov/health/topics/agents/emf/; 3.3.4 San Diego Gas & Electric website at http://ww�v.sdLe.com/safety/ electric-and-magnetic-fields/emf-issue; and http://1A-,AT-.sdLe.com/safety/electric-and-magnetic- fields/links-emf-resources-web; and 3.3.5 Electric and Magnetic Fields Program, at http://www.ehib.orQ/emf/; 3.3.6 Pacific Gas & Electric Company website at http://wA,-w.pae.com/ mvbusiness/edusafetv/systemworks/electric/emf/; and 3.3.7 Sacramento Municipal Utility District website at littps•//www smud org/en/residential/education-safetv/�owerlines-and-equipment/electric-and- magnetic-fields.htm. This list is not meant to be all inclusive. 3.4 OFFERS OF DEDICATION. Portions of the Common Area are subject to irrevocable offers of dedication as shown on the Recorded tract maps for the Community. The City may accept the offer of dedication and assume responsibility for maintaining these portions of the Common Area at any time. If accepted by the City at a later time, the level of maintenance provided by the City may not be the same as that provided by the Association. 3.5 SURROUNDING USES. The Community is located in an area that is experiencing rapid growth. This disclosure is intended to provide Owners with information on surrounding uses as of the date of Recordation. Uses and Improvements in the immediate vicinity of the Community include the items listed below: North of the Community: Existing Residential. South of the Community: Pioneer Drive and Existing Residential. West of the Community: Public Parking Lot and Public Sports Park. East of the Community: Talbert Channel. Existing and proposed uses in surrounding areas may change without notice. Neither Declarant nor the Association have any control over uses outside the Community. Owners are advised to -32- 6393-116700\CCRS\L155418.5 12/31/13 contact applicable local governmental agencies for updated information concerning the development plan for the surrounding community. 3.6 AIRPORT PROXIMITY DISCLOSURE. According to online mapping services, the following airports lie within the distances stated below (distances measured from the airport's reported street address along a straight line to the intersection of Pioneer Drive and Magnolia Street): Civic Center Heliport 1.86 Miles Costa Mesa Police Department Heliport 5.73 Miles City of Newport Beach Police Dept Heliport 5.73 Miles John Wayne Airport 5.73 Miles Residents of the Community may notice noise and vibration from overflying aircraft departing from or approaching these airports. 3.7 BIORETENTION BASIN AND OTHER WATER HAZARDS. A bioretention basin in the Community is a part of the storm drainage system. During periods of heavy rain, water and debris may accumulate in the bioretention basin. Other water hazards are located in the Community including creeks, floodways and drain inlets. Owners and other residents are advised to keep children and animals away from the bioretention basin and other water hazards at all times. 3.8 ASBESTOS AND LEAD PAINT. Asbestos and lead paint were found within the school buildings that were previously located on portions of the Community. All asbestos and lead paint was removed from these areas. 3.9 EMERGENCY ACCESS GATE. There is an emergency access gate located closest to Lot 9 that allows the fire department to enter or exit from the public parking lot located on the west side of the Community. The Association is responsible for maintenance, repair and replacement of the emergency access gate pursuant to the conditions of approval for the Community. 3.10 PUBLIC PARK, PARKING LOT AND PUBLIC PARKING ON PRIVATE STREETS. There is a public park and public parking lot located adjacent to the Community on the west. In addition, the conditions of approval for the Community require the Association to permit public parking within the private streets in the Community. Residents will experience noise and traffic congestion from the activities occurring at the public park, including sports events, and from the public's use of the private streets in the Community. The Declarant and the Association have no control over the public park or public parking lot and are not permitted to place any restrictions on the public's ability to park on the private streets within the Community. 3.11 PROPERTY LINES. The boundaries of each Lot in the Community and the Common Area owned in fee simple by the Association are delineated on subdivision (tract) -33- 6393-116700\CCRS\1155418.5 12/31/13 maps, lot line adjustments or parcel maps that are public records and are available at the County Recorder's office. 3.12 UTILITY IMPROVEMENTS. There may be above-ground and subterranean utility Improvements such as transformers, lift stations, water or sewer facilities, telecommunications vaults and other visible Improvements necessary for the delivery of utilities or other services either on or adjacent to each Lot. Each Owner understands that the placement of such Improvements is dictated by the needs of the applicable utility or service provider, and the presence of such Improvements in the Community is in accordance with easements created prior to or during the development of the Community. Each Owner, by accepting a deed to a Lot in the Community, understands that each Lot and portions of the Common Property are subject to one or more such easements for placement of utility Improvements. No Owner may modify, remove or otherwise interfere with utility Improvements on any Lot or other portion of the Community. 3.13 MOLD. Molds are simple, microscopic organisms, present virtually everywhere, indoors and outdoors. Mold can be any color, but is usually green, gray, brown or black. Mold requires a food source (such as paper, wood, leaves or dirt), a source of moisture and a suitable temperature(generally 40-100 degrees Fahrenheit)to grow. Individuals are exposed to mold on a daily basis, and in most instances there are no harmful effects. However, the buildup of mold in the indoor environment may contribute to serious health problems for some individuals. Due to a variety of factors, including the fact that sensitivities to various types of molds and other potential contaminants vary from person to person, there are currently no state or federal standards concerning acceptable levels of exposure to mold. Sources of indoor moisture that may lead to mold problems include, but are not limited to flooding, leaks, seepage, sprinkler spray hitting the Residence, overflow from sinks or sewers, steam from shower or cooking, humidifiers, wet clothes drying indoors, watering house plants, and clothes dryers exhausting indoors. Each Owner should take precautions to prevent the growth of mold in the Residence from these and other sources. Preventative measures include, but are not limited to the following: (1) regularly cleaning the Residence; (2) regularly checking for accumulated moisture in corners and unventilated areas; (3) running fans, dehumidifiers and air conditioners to reduce indoor humidity; (4) stopping the source of any leak or flooding; (5) removing excess water with mops or a wet vacuum; (6) moving wet items to a dry, well-ventilated area; (7) regularly cleaning and disinfecting indoor and outdoor surfaces that may contain mold; (8) having major appliances, such as furnaces, heat pumps, central air conditioners, ventilation systems and furnace-attached humidifiers inspected, cleaned and serviced regularly by a qualified professional; (9) cleaning the refrigerator, air conditioner and dehumidifier drip pans and filters regularly and ensuring that refrigerator and freezer doors seal properly; and (10) avoiding over-watering of landscaping. It is the Owner's responsibility to monitor the Residence and Lot on a continual basis for excessive moisture, water and mold accumulation. For additional information regarding mold, please refer to the following websites: California Department of Public Health - http://www.edph.ca.2ov; Centers for Disease Control and Prevention—http://,AN,,-v.cde.2ov/neeh-, U.S. Environmental Protection Agency — http://vA7NN7w.epa.2ov; Illinois Department of Public -34- 6393-116700\CCRS\1155418.5 12/31/13 Health — http://www.idph.state.il.us; and Washington State Department of Health — http://1A,ww.d oh.wa.Qov. 3.14 NATURAL HAZARD ZONE DISCLOSURES. According to the Natural Hazard Disclosure Statement dated as of March 26, 2013, and prepared by Disclosure Source, all or a portion of the Community lies within the mapped boundaries of the following natural hazard zones: 3.14.1 Earthquake Fault Zones. California is subject to a wide range of earthquake activity. California has many known faults as well as yet undiscovered faults. Owner must evaluate the potential for future seismic activity that might seriously damage an Owner's Lot. A major earthquake, which some have predicted will occur in our lifetimes, could cause very serious damage to Lots, located even many miles from the epicenter of the earthquake. A more moderate earthquake occurring on a more minor fault, or on an undiscovered fault, could also cause substantial damage. Declarant makes no representations or warranties as to the degree of earthquake risk within the Community. All Owners should read "The Homeowner's Guide to Earthquake Safety," which is published by the California Seismic Safety Commission and is available from their offices or by free download from their website at http://NvwA,.seismic.ca.Qov/ and consult with the City, County, other public agencies, and appropriate experts to evaluate the potential risk. 3.14.2 Seismic Hazard Zone. Many portions of California are subject to risks associated with seismic activity. Areas that meet the definition of"Seismic Hazard Zone" in the Seismic Hazards Mapping Act (California Public Resources Code Section 2690, et seq.) are shown on maps that are prepared and released by the California Department of Conservation, Division of Mines and Geology. Such zones may pose an increased risk of damage to property from earthquakes and liquefaction. As of the date this Declaration is Recorded, according to the Natural Hazard Disclosure Statement, all or a portion of the Community is located within a Seismic Hazard Zone for liquefaction. Owners are advised to consult with the City, County, other public agencies, and appropriate experts to evaluate the potential risk. For more information concerning seismic activity and risks, read "The Homeowner's Guide to Earthquake Safety." 3.14.3 Area of Potential Flooding. According to the Natural Hazard Disclosure Statement, the Community is located within an Area of Potential Flooding (or Dam Inundation Zone) pursuant to applicable maps. The Office of Emergency Services is required to designate areas within which personal injury or death would, in its determination, result from the partial or total failure of any dam. These areas of potential flooding, as defined in the California Emergency Services Act (California Government Code Section 8984.4, et seq.), are shown on maps released by the Office of Emergency Services, copies of which are also on file with the County. These maps are updated periodically, and Declarant makes no representations, guarantees or warranties with respect to any future dam inundation zone determinations. Please contact the Office of Emergency Services for further information concerning Areas of Potential Flooding. _35_ 6393-116700\CCRS\1155418.5 12/31/13 3.15 RIGHT TO FARM DISCLOSURE. According to the Natural Hazard Disclosure Statement referenced above, the Community is located within one mile of a farm or ranch land. California Civil Code section 1103.4 requires notice if a property is presently located within one mile of a parcel of real property designated as "Prime Farmland," "Farmland of Statewide Importance." "Unique Farmland," "Farmland of Local Importance," or "Grazing Land" on the most current county-level GIS "Important Farmland Map" issued by the California Department of Conservation, Division of Land Resource Protection, and if so, accompanied by the following notice: NOTICE OF RIGHT TO FARM This property is located within one mile of a farm or ranch land designated on the current county-level GIS "Important Farmland Map," issued by the California Department of Conservation, Division of Land Resource Protection. Accordingly, the property may be subject to inconveniences or discomforts resulting from agricultural operations that are a normal and necessary aspect of living in a community with a strong rural character and a healthy agricultural sector. Customary agricultural practices in farm operations may include, but are not limited to, noise, odors, dust, light, insects, the operation of pumps and machinery, the storage and disposal of manure, bee pollination, and the ground or aerial application of fertilizers, pesticides, and herbicides. These agricultural practices may occur at any time during the 24-hour day. Individual sensitivities to those practices can vary from person to person. You may wish to consider the impacts of such agricultural practices before you complete your purchase. Please be advised that you may be barred from obtaining legal remedies against agricultural practices conducted in a manner consistent with proper and accepted customs and standards pursuant to Section 3482.5 of the Civil Code or any pertinent local ordinance. 3.16 COMMERCIAL/INDUSTRIAL ZONE DISCLOSURE. According to the Natural Hazard Disclosure Statement described above, the Community is located within one (1) mile of a property that is zoned by the City to allow commercial or industrial use. California Code of Civil Procedure Section 731a provides that, except in an action to abate a public nuisance brought in the name of the people of the State of California, no Person shall be enjoined or restrained by the injunctive process from the reasonable and necessary operation in any industrial or commercial zone or airport of any use expressly permitted therein, nor shall such use be deemed a nuisance without evidence of the employment of unnecessary and injurious methods of operation, provided any city, city and county, or county shall have established zones or districts under authority of law wherein certain manufacturing or commercial or airport uses are expressly permitted. 3.17 RURAL AREA. The Community is located in an area which includes various rural land uses. Lots may be affected by wildlife, noises, odors, reptiles or insect life typically found in rural areas. Snakes, rodents, mountain lions and coyotes are some of the wildlife -36- 6393-116700\CCRS\1155418.5 12/31/13 typically encountered in rural areas. Owners should expect to encounter insects of all types including flies, ticks, Africanized (killer) bees, mosquitoes, spiders, black and red fire ants, crickets and aphids. The Declarant and the Association are not responsible for wildlife control or eradication. 3.18 CHANGE IN PLANS. Declarant has the right to develop the Annexable Territory with Improvements that may be different in design, size, character, style and price from those in Phase 1 or any other Phase. 3.19 NO ENHANCED PROTECTION AGREEMENT. No language contained in this Declaration, any Notice of Addition or any Supplemental Declaration shall constitute, or be interpreted to constitute, an enhanced protection agreement ("EPA' , as defined in Section 901 of the California Civil Code. Further, no express or implied representations or warranties made by Declarant in any other writing are intended to constitute, or to be interpreted to constitute, an EPA. 3.20 ADDITIONAL PROVISIONS. There may be provisions of various laws, including the Davis-Stirling Common Interest Development Act codified at Sections 1350, et seq. of the California Civil Code and the Federal Fair Housing Act codified at Title 42 United States Code, Section 3601, et seq., which may supplement or override the Governing Documents. Declarant makes no representations or warranties regarding the future enforceability of any portion of the Governing Documents. ARTICLE IV THE ASSOCIATION 4.1 GENERAL DUTIES AND POWERS. The Association has the duties and powers enumerated and described in the Governing Documents, in addition to the general and implied powers of a nonprofit mutual benefit corporation, generally to do all things that a corporation organized under the laws of the State of California may lawfully do which are necessary or proper in operating for the general welfare of the Owners, subject only to the limits on the exercise of such powers listed in the Governing Documents. Unless otherwise indicated in the Articles of Incorporation, Bylaws, this Declaration, or the Supplemental Declarations, the powers of the Association may be exercised by the Board. 4.2 SPECIFIC DUTIES AND POWERS. In addition to its general powers and duties, the Association has the following specific powers and duties. 4.2.1 Common Property. The power and duty to accept, maintain and manage the Common Property in accordance with the Governing Documents. The Association may install or remove capital Improvements on the Common Property. The Association may reconstruct, replace or refinish any Improvement on the Common Property. 4.2.2 Utilities. The power and duty to obtain, for the benefit of the Community, all water, gas and electric services necessary for the Common Property. 4.2.3 Special Utility Easement Agreement. The conditions of approval for the Community require the Association to enter into a Special Utility Easement Agreement with -37- 6393-116700\CCRS\1155418.5 12/31/13 the City of Huntington Beach for maintenance and control of the area within the public water and/or sewer pipeline easements, which shall address repair to any enhanced pavement, etc., if the said public pipelines and/or appurtenances require repair or maintenance. The Association shall be responsible for repair and replacement of any enhanced paving due to work performed by the City in the maintenance and repair of any public water and/or sewer pipeline. 4.2.4 Granting Rights. The power to grant exclusive or nonexclusive easements, licenses, rights of way or fee interests in the Common Area owned in fee simple by the Association,to the extent any such grant is reasonably required (a) for Improvements to serve the Community, (b) for purposes of conformity with the as-built location of Improvements installed or authorized by Declarant or the Association, (c) in connection with any lawful lot line adjustment, or (d) for other purposes consistent with the intended use of the Community. This power includes the right to create and convey easements for one or more Owners over portions of the Common Area. The Association may de-annex any portion of the Community from the encumbrance of the Declaration in connection with any lawful lot line adjustment. After the Association acquires fee title to or any easement right over Common Property, the affirmative vote of members owning at least sixty-seven percent (67%) of the Lots in the Community shall be required before the Board may grant exclusive use of any portion of that Common Property to any member, except as provided in California Civil Code Section 1363.07. Any measure placed before the members requesting that the Board grant exclusive use of any portion of the Common Property shall specify whether the Association will receive any monetary consideration for the grant and whether the Association or the transferee will be responsible for providing any insurance coverage for exclusive use of the Common Property. 4.2.5 Employ Personnel. The power to employ Persons necessary for the effective operation and maintenance of the Common Property, including legal, management and accounting services. 4.2.6 Insurance. The power and duty to keep insurance for the Common Area in accordance with this Declaration. 4.2.7 Sewers and Storm Drains. The power and duty to maintain any private sewer systems, private storm drains, or private drainage facilities in the Common Area in accordance with the Governing Documents. 4.2.8 Maintenance Guidelines. The power and duty to (a) operate, maintain and inspect the Common Property and its various components in conformity with any Maintenance Guidelines and any maintenance manual, and (b) review any maintenance manual for necessary or appropriate revisions no less than annually after the Board has prepared the Budget. 4.2.9 Rules and Regulations. The power, but not the duty, to adopt, amend, repeal and create exceptions to, the Rules and Regulations. (a) Standards for Enforceability. To be valid and enforceable, a Rule must satisfy all the following requirements: -3 8- 6393-116700\CCRS\1155418.5 12/31/13 (i) The Rule must be in writing; (ii) The Rule is within the authority of the Board conferred by law or by this Declaration,the Articles of Incorporation or the Bylaws; (iii) The Rule is not inconsistent with governing law, this Declaration,the Articles of Incorporation or the Bylaws; (iv) The Rule is adopted, amended or repealed in good faith and in substantial compliance with the requirements of Article 4 of Title 6 of Part 4 of Division 2 of the California Civil Code; (v) The Rule is reasonable; and (vi) The Rule complies with the requirements of California Civil Code Section 1357.110 (as amended from time to time). (b) Areas of Regulation. The Rules and Regulations may concern, use of the Community, signs, parking restrictions, minimum standards of property maintenance, and any other matter under the Association's jurisdiction. (c) Limits on Regulation. The Rules and Regulations must apply uniformly to all Owners and must comply with this Declaration and all applicable state and local laws. The rights of Owners to display in or on their Residences religious, holiday and political signs, symbols and decorations of the kinds normally displayed in single family residential neighborhoods shall not be abridged. However, the Association may adopt time, place and manner restrictions for such displays if they are visible outside the Residence. No modification to the Rules and Regulations may require an Owner to dispose of personal property that was in compliance with all rules previously in force; however, this exemption shall apply only during the period of such Owner's ownership of the Lot and it shall not apply to: (i) subsequent Owners who take title to a Lot after the modification is adopted; or (ii) clarifications to the Rules and Regulations. (d) Procedure for Adoption, Amendment and Repeal. Rules or procedures concerning (1) the use of Common Property, (2)the use of a Lot, including any aesthetic standards or Design Guidelines that affect Lots, (3) Owner discipline, including any schedule of monetary penalties for violation of the Governing Documents, (4) any procedure for the imposition of penalties, (5) any standards for delinquent assessment payment plans, (6) any procedures adopted by the Association for resolution of assessment disputes, (7) any procedures for reviewing and approving or disapproving a proposed physical change to a Lot or to the Common Area, and (8)procedures for elections (each, a "Covered Rule") may only be adopted, amended or repealed(each, a "Rule Change' in accordance with the following procedure: (i) The Board must provide written notice ("Notice") of a proposed Rule Change to the members at least thirty (30) days before making the Rule Change, except for an Emergency Rule Change (defined below). The Notice must include the text of the proposed Rule Change and a description of the purpose and effect of the proposed Rule Change; -39_ 63 93-1 1 6700\CCRS\1155418.5 12/31/13 (ii) The decision on a proposed Rule Change shall be made at a Board meeting after consideration of comments made by the members of the Association; (iii) The Board shall deliver Notice of the Rule Change to every member of the Association within fifteen (15) days of adoption. If the change was an Emergency Rule Change, the Notice shall include the text of the Emergency Rule Change, and the date on which the Emergency Rule Change expires; (iv) If the Board determines that an immediate Rule Change is required to address an imminent threat to public health or safety, or an imminent risk of substantial economic loss to the Association, it may make the change on an emergency basis ("Emergency Rule Change") and no Notice will be required. An Emergency Rule Change is effective for one hundred-twenty (120) days, unless the Emergency Rule Change provides for a shorter effective period. Any Rule Change that is adopted as an Emergency Rule Change may not be re-adopted under authority of this subpart; (v) A Notice required by this Section 4.2.9(d) is subject to California Civil Code Section 1350.7; (vi) A Rule Change made pursuant to this Section 4.2.9(d) may be reversed as provided in California Civil Code Section 1357.140. (e) Exceptions to Procedure. The procedure in Section 4.2.9(d) does not apply to: (i) Rules that do not meet the definition of Covered Rules above; (ii) Decisions of the Board regarding maintenance of Common Property; (iii) A decision on a specific matter that is not intended to apply generally; (iv) A decision setting the amount of an Annual Assessment or a Special Assessment; (v) A Rule Change that is required by law if the Board has no discretion as to the substantive effect of the changes; or (vi) Issuance of a document that merely repeats existing law or the Governing Documents. 4.2.10 Borrowings. The power, but not the duty, to borrow money for purposes authorized by the Articles of Incorporation, Bylaws, Declaration, any Supplemental Declarations or any Notice of Addition, and to use the Common Area owned in fee simple by the Association as security for the borrowing. -40- 6393-116700\CCRS\1155418.5 12/31/13 4.2.11 Contracts. The power, but not the duty, to enter into contracts. This includes contracts with Owners or other Persons to provide services or to maintain Improvements in the Community and elsewhere which the Association is not otherwise required to provide or maintain by this Declaration. 4.2.12 Telecommunications Contract. Notwithstanding anything in the Governing Documents to the contrary, the Board shall have the power to enter into, accept an assignment of, or otherwise cause the Association to comply with the terms and provisions of a telecommunications services contract ("Telecommunications Contract") with a telecommunications service provider ("Service Provider"), pursuant to which the Service Provider shall serve as the provider of Telecommunications Services to each Lot in the Community. The Board shall only enter into, accept an assignment of, or otherwise cause the Association to comply with the terms of the Telecommunications Contract if the Board determines that the Telecommunications Contract is in the best interests of the Association. Although not exhaustive, the Board shall consider the following factors in making such a determination in the exercise of its business judgment: (a) Initial Term and Extensions. The initial term of the Telecommunications Contract should not exceed five (5) years, and, if the Telecommunications Contract provides for automatic extensions, the length of each such extension should also not exceed five (5) years. (b) Termination. The Telecommunications Contract should provide that: (1) at least six(6) months prior to the expiration of either the initial or any extended term of the Telecommunications Contract, the entire Membership of the Association may, with the vote or written approval of more than fifty percent (50%) of all Members other than Declarant, prevent any automatic extension that the Telecommunications Contract may provide for (with or without cause), and thereby cause the Telecommunications Contract to expire, and (ii) at any time with reasonable notice periods, the Board may terminate the Telecommunications Contract if, in the sole discretion of the Board, the Service Provider fails to provide quality, state-of-the-art Telecommunications Services. (c) Fees. Whether the monthly fee charged to the Association by the Service Provider for the provision of the Telecommunications Services to all of the Lots represents a discount from the comparable retail fees charged by the Service Provider in the general geographic area in which the Community is located, and, if so, the amount of such discount. (d) Installation of Telecommunications Facilities. Whether the Service Provider is solely responsible for the installation, and the cost thereof, of all of the Telecommunications Facilities necessary to provide Telecommunications Services to each Lot. (e) Removal of Telecommunications Facilities. Whether the Service Provider has the right to remove the Telecommunications Facilities upon expiration or termination of the Telecommunications Contract. -41- 6393-116700\CCRS\1155418.5 12/31/13 4.2.13 Indemnification. (a) For Association Representatives. To the fullest extent authorized by law, the Association has the power and duty to indemnify Board members, Association officers, Design Review Committee members, and all other Association committee members for all damages, pay all expenses incurred, and satisfy any judgment or fine levied as a result of any action or threatened action brought because of performance of an act or omission within what such person reasonably believed to be the scope of the Person's Association duties ("Official Act' . Board members, Association officers, Design Review Committee members, and all other Association committee members are deemed to be agents of the Association when they are performing Official Acts for purposes of obtaining indemnification from the Association pursuant to this Section. The entitlement to indemnification under this Declaration inures to the benefit of the estate, executor, administrator and heirs of any person entitled to such indemnification. (b) For Other Agents of the Association. To the fullest extent authorized by law, the Association has the power, but not the duty, to indemnify any other Person acting as an agent of the Association for damages incurred, pay expenses incurred, and satisfy any judgment or fine levied as a result of any action or threatened action because of an Official Act. (c) Provided by Contract. The Association also has the power, but not the duty, to contract with any Person to provide indemnification in addition to any indemnification authorized by law on such terms and subject to such conditions as the Association may impose. 4.2.14 Annexing Additional Property. The power, but not the duty, to annex, pursuant to Section 16.2, additional property to the Community encumbered by this Declaration. 4.2.15 Vehicle and Parking Restrictions. The power granted in Section 2.9 to identify Authorized Vehicles or Restricted Vehicles and to modify the vehicle and parking restrictions in the Governing Documents. 4.2.16 License and Use Agreements. The Association may enter into agreements with Declarant or any homeowners association having jurisdiction over the Annexable Territory to share facilities located on the Common Area ("Facility") with the Owners of Residences in the Annexable Territory that is not annexed to the Community. Any such agreement shall be in form and content acceptable to Declarant, the Board of Directors (without the approval of Owners) and Declarant or the board of directors of any adjacent homeowners association and shall include provisions regarding use and sharing of maintenance costs for the Facility. 4.2.17 Landscaping. The Board has the power, but not the duty, to grant Owners revocable licenses that allow Owners to replace and/or add landscaping Improvements to any portion of the Common Area, subject to the prior written approval of the Board, any -42- 6393-116700\CCRS\1155418.5 12/31/13 reasonable restrictions or conditions the Board may impose, and the right of the Board to revoke such license, remove the Improvements and charge the Owner for the cost of such removal. 4.2.18 Prohibited Functions. (a) Property Manager. The Association shall not hire any employees, furnish offices or other facilities, or use any Common Area for an"on-site" Manager. The Association Manager shall at all times be a professional manager employed as an independent contractor or agent working at its own place of business. (b) Off-site Nuisances. The Association shall not use any Association funds or resources to abate any annoyance or nuisance emanating from outside the physical boundaries of the Community. (c) Political Activities. The Association shall not conduct, sponsor, participate in or expend funds or resources toward any activity,,campaign or event, including any social or political campaign, event or activity which does not directly and exclusively pertain to the authorized activities of the Association. Furthermore, the Association shall not participate in federal, state or local activities or activities intended to influence a governmental action affecting areas outside the Community (e.g. endorsement or support of legislative or administrative actions by a local governmental authority), nor shall it support or campaign for or against candidates for elected or appointed office or ballot proposals. There shall be no amendment of this Section so long as Declarant owns any portions of the Community. 4.2.19 Standing to Resolve Disputes. The Association shall have standing to institute, defend, settle or intervene in litigation, alternative dispute resolution or administrative proceedings (each, an "Action") in its own name as the real party in interest and without joining the Owners, in matters pertaining to (a) damage to the Common Area, (b) damage to portions of the Lots which the Association is obligated to maintain or repair, and (c) damage to portions of the Lots which arises out of, or is integrally related to, damage to the Common Area or portions of the Lots that the Association is obligated to maintain or repair (each, a "Claim"). However, the Association shall not have standing to institute, defend, settle or intervene in any Action in any matter pertaining only to an individual Lot and not included in clauses (b) and (c) above. The Association may, in its sole discretion, elect to institute, intervene in, continue, settle or dismiss an Action at any time. If the Association institutes or intervenes in an Action on a Claim, the Association's standing shall be exclusive, and the Owners shall thereafter be barred from instituting a new Action or maintaining a pending Action on the same Claim. The Association's election to institute or intervene in an Action on a particular Claim shall not create any affirmative obligation on the part of the Association to maintain, settle or dismiss the Action, except in the Association's sole discretion, and subject to Section 12.4. If the Association elects to settle an Action, the terms of the settlement shall be binding on the Owners, and the Owners shall be barred from instituting or continuing any other Action on the same Claim. If the Association elects to dismiss an Action, the dismissal shall be with prejudice to the institution or continuation by one or more Owners of any Action on the same Claim. -43- 6393-116700\CCRS\I 155418.5 12/31/13 4.3 STANDARD OF CARE,NON-LIABILITY. 4.3.1 Scope of Powers and Standard of Care. (a) General Scope of Powers. Rights and powers conferred on the Board, the Design Review Committee or other committees or representatives of the Association by the Governing Documents are not duties, obligations or disabilities charged upon those Persons unless the rights and powers are explicitly identified as including duties or obligations in the Governing Documents or law. Unless a duty to act is imposed on the Board, the Design Review Committee or other committees or representatives of the Association by the Governing Documents or law, the Board, the Design Review Committee and the committees have the right to decide to act or not act. Any decision not to act is not a waiver of the right to act in the future. (b) Business Affairs. This Section 4.3.1(b) applies to Board member actions in connection with management, personnel, maintenance and operations, insurance, contracts and finances, and Design Review Committee member actions. Each Board member shall perform the duties of a Board member in good faith, in a manner the Board member believes to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. When performing his duties, a Board member is entitled to rely on information, opinions, reports or statements, including financial data prepared or presented by: (i) One (1) or more officers or employees of the Association whom the Board member believes to be reliable and competent in the matters presented; (ii) Counsel, independent accountants or other Persons as to matters which the Board member believes to be within such Person's professional or expert competence; or (iii) A committee of the Board upon which the Board member does not serve, as to matters under its designated authority, which committee the Board member believes to merit confidence, so long as, in any such case, the Board member acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. This Section 4.3.1(b) is intended to be a restatement of the business judgment rule established in applicable law as it applies to the Association. All modifications and interpretations of the business judgment rule applicable to the Association shall be interpreted to modify and interpret this Section 4.3.1(b). (c) Association Governance. This Section 4.3 applies to Board actions and Design Review Committee decisions in connection with interpretation and enforcement of the Governing Documents, architectural and landscaping control, regulation of uses within the Community, rulemaking and oversight of committees. Actions taken or decisions made in connection with these matters shall be reasonable, fair and nondiscriminatory. -44- 6393-116700\CCRS\1155418.5 12/31/13 4.3.2 Non-liability. (a) General Rule. No Person is liable to any other Person (other than the Association or a party claiming in the name of the Association) for injuries or damage resulting from such Person's Official Acts, except to the extent that such injuries or damage result from the Person's willful or malicious misconduct. No Person is liable to the Association (or to any party claiming in the name of the Association) for injuries or damage resulting from such Person's Official Acts, except to the extent that such injuries or damage result from such Person's negligence or willful or malicious misconduct. The Association is not liable for damage to property in the Community unless caused by the negligence of the Association, the Board, the Association's officers,the Manager or the Manager's staff. (b) Nonliability of Volunteer Board Members and Officers. A volunteer Board member or volunteer Association officer shall not be personally liable to any Person who suffers injury, including bodily injury, emotional distress, wrongful death or property damage or loss as a result of the tortious act or omission of the volunteer officer or Board member if all applicable conditions specified in Section 1365.7 of the California Civil Code are met. (c) Nonliability of Owners. Pursuant to California Civil Code Section 1365.9, no Owner shall be liable for any cause of action in tort which can be brought against the Owner solely because of the Owner's undivided interest in the Common Area so long as the Association keeps one (1) or more policies of insurance which includes coverage for general liability of the Association in the amount required by California Civil Code Section 1365.9 and that insurance is in effect for the cause of action being brought. 4.4 MEMBERSHIP. 4.4.1 Generally. Every Owner shall automatically acquire a Membership in the Association and retain the Membership until such Owner's Lot ownership ceases,at which time such Owner's Membership shall automatically cease. Ownership of a Lot is the sole qualification for Membership. Memberships are not assignable except to the Person to whom title to the Lot is transferred, and every Membership is appurtenant to and may not be separated from the fee ownership of the Lot. The rights, duties, privileges and obligations of all Owners are as provided in the Governing Documents. 4.4.2 Transfer. The Membership of any Owner may not be transferred, pledged or alienated in any way, except on the transfer or encumbrance of such Owner's Lot, and then only to the transferee or Mortgagee of the Owner's Lot. A prohibited transfer is void and will not be reflected in the records of the Association. Any Owner who has sold the Owner's Lot to a contract purchaser under an agreement to purchase may delegate the Owner's Membership rights to the contract purchaser. The delegation must be in writing and must be delivered to the Association before the contract purchaser may vote. The contract seller shall remain liable for all Assessments attributable to the contract seller's Lot which accrue before title to the Lot is transferred. If the contract seller fails or refuses to delegate his Membership rights to the contract purchaser before the Close of Escrow, the Association may record the transfer to the contract purchaser in the Association's records. However, no contract purchaser will be entitled -45- 6393-116700\CCRS\l 155418.5 12/31/13 to vote at Association meetings during the term of a purchase contract without satisfactory evidence of the delegation of the contract seller's Membership rights to the contract purchaser. The Association may levy a reasonable transfer fee against a new Owner and such Owner's Lot (which fee shall be paid through escrow or added to the Annual Assessment chargeable to such new Owner) to reimburse the Association for the administrative cost of transferring the Membership to the new Owner on the Association's records. Such fee may not exceed the Association's actual cost involved in changing its records. 4.4.3 Classes of Membership. The Association classes of voting Membership are as follows: (a) Class A. Class A members are all Owners except Declarant for so long as a Class B Membership exists. Class A members are entitled to one (1) vote for each Lot owned by such Class A members which is subject to Assessment. Declarant shall become a Class A member on conversion of Declarant's Class B Membership as provided below. The vote for each Lot shall be exercised in accordance with Section 4.5.1, but no more than one (1) Class A vote may be cast for any Lot. (b) Class B. The Class B member is Declarant. The Class B member is entitled to three (3) votes for each Lot owned by Declarant which is subject to Assessment. The Class B Membership shall convert to Class A Membership on the earlier to occur of the following events: (i) The second (2"d) anniversary of the first Close of Escrow in the most recent Phase; or (c) The fourth (4th) anniversary of the first Close of Escrow in Phase 1. 4.4.4 Class B Board Appointment Right. The Class B Membership shall also include a limited right to appoint a simple majority of the members of the Board of Directors (the "Board Appointment Right"). (a) Limits on Exercise of Board Appointment Right. Until the expiration of the Board Appointment Right as determined below, Declarant shall not be permitted to cast any Class A or Class B vote to elect any member of the Board of Directors. Declarant's power to fill seats on the Board shall during that time be limited to exercise of the Board Appointment Right. (b) Term of Board Appointment Right. The Board Appointment Right shall remain effective until the earlier of- (i) the date on which the Class B Membership converts to Class A Membership; or (ii) the date on which Declarant no longer owns any portion of the Community or Annexable Territory. _46_ 63 93-1 1 6700\CCRS\1155418.5 12/31/13 (c) No Amendment without Declarant Consent. Notwithstanding anything to the contrary in this Declaration, this Section 4.4.4 shall not be amended without the prior written consent of Declarant until Declarant no longer owns any portion of the Community or Annexable Territory. 4.5 VOTING RIGHTS. Voting rights attributable to the Lots in a Phase shall be exercised only after Annual Assessments have commenced in the Phase. 4.5.1 Limits Generally. All voting rights are subject to the Governing Documents. Except as provided in Sections 4.5.2 and 12.3 of this Declaration and as provided in the Bylaws, as long as there is a Class B Membership, any provision of the Governing Documents which expressly requires the vote or written consent of a specified percentage (instead of a majority of a quorum) of the Association's voting power before action may be undertaken shall require the approval of such specified percentage of the voting power of both the Class A and the Class B Memberships. Except as provided in Section 12.3 of this Declaration and as provided in the Bylaws, on termination of the Class B Membership, any provision of the Governing Documents which expressly requires the vote or written consent of Owners representing a specified percentage (instead of a majority of a quorum) of the Association's voting power before action may be undertaken shall then require the vote or written consent of Owners representing such specified percentage of both (a)the Association's total Class A voting power, and (b) the Association's Class A voting power represented by Owners other than Declarant. 4.5.2 Vote to Initiate Right to Repair Law Claim. Commencing on the date of the first annual meeting of Owners, Declarant relinquishes control over the Association's ability to decide whether to initiate a Right to Repair Law Claim. This means that Declarant, current employees and agents of Declarant, Board members who are appointed by Declarant, Board members elected by a majority of votes cast by Declarant, and all other Persons whose vote or written consent is inconsistent with the intent of the preceding sentence, are prohibited from participating and voting in any decision of the Association or Owners to initiate a Right to Repair Law Claim. The Association must obtain the vote or written consent of a simple majority of the Association's voting power, excluding votes attributable to Declarant, in order to initiate a Right to Repair Law Claim. 4.5.3 Joint Ownership. When more than one (1) Person holds an interest in any Lot ("co-owners"), each co-owner may attend any Association meeting, but only one (1) co- owner shall be entitled to exercise the single vote to which the Lot is entitled. Co-owners owning the majority interests in a Lot may designate in writing one (1) of their number to vote. Fractional votes shall not be allowed and the vote for each Lot shall be exercised, if at all, as a unit. Where no voting co-owner is designated or if the designation is revoked, the vote for the Lot shall be exercised as the co-owners owning the majority interests in the Lot agree. Unless the Association receives a written objection in advance from a co-owner, it shall be conclusively presumed that the voting co-owner is acting with his co-owners' consent. No vote may be cast for any Lot if the co-owners present in person or by proxy owning the majority interests in such Lot fail to agree to the vote or other action. The nonvoting co-owner or co-owners are jointly and severally responsible for all obligations imposed on the jointly-owned Lot and are entitled to all other benefits of ownership. All agreements and determinations lawfully made by the -47- 6393-116700\CCRS\1155418.5 12/31/13 Association in accordance with the voting percentages established in the Governing Documents are binding on all Owners and their successors in interest. ARTICLE V DESIGN REVIEW COMMITTEE 5.1 MEMBERS OF COMMITTEE. The Design Review Committee shall be composed of three (3) members. The initial members of the Design Review Committee shall be representatives of Declarant until one (1) year after the original issuance of the Final Subdivision Public Report("Public Report") for Phase 1 ("First Anniversary"). After the First Anniversary, the Board may appoint and remove one (1) member of the Design Review Committee, and Declarant may, but is not obligated to, appoint and remove a majority of the members of the Design Review Committee and fill any vacancy of such majority, until the earlier to occur of (a) Close of Escrow for the sale of ninety percent (90%) of all the Lots in the Community and the Annexable Territory, or (b)the fifth (5t ) anniversary of the original issuance of the Public Report for Phase 1, after which the Board may appoint and remove all members of the Design Review Committee. Design Review Committee members appointed by the Board must be Owners, but Design Review Committee members appointed by Declarant need not be Owners. Members of the Board of Directors may serve as Design Review Committee members. 5.2 POWERS AND DUTIES. 5.2.1 General Powers and Duties. The Design Review Committee shall consider and act upon all plans and specifications submitted for its approval, including inspection of work in progress to assure conformity with plans approved by the Design Review Committee, and shall perform such other duties as the Board assigns to it. 5.2.2 Issuance of Standards. The Design Review Committee shall annually issue and update its Design Guidelines and provide notice of any requirements for Committee approval of proposed Improvements. The notice shall describe the types of proposed Improvements that require Committee approval, and it shall include a copy of the procedure used to review and approve or disapprove such proposed Improvements. The Design Guidelines may require a fee to accompany each application for approval, and may identify additional factors which the Design Review Committee will consider in reviewing submissions. The Design Review Committee may provide that fees it imposes be uniform, or that fees be determined in any other reasonable manner. The Design Review Committee may require such detail in plans and specifications submitted for its review as it deems proper, including landscape plans, floor plans, site plans, drainage plans, elevation drawings and descriptions or samples of exterior materials and colors. 5.2.3 Retaining Consultants. The Design Review Committee has the power, but not the duty, to retain licensed architects, contractors and other professionals to advise its members in connection with decisions. 5.3 REVIEW OF PLANS AND SPECIFICATIONS. 5.3.1 Improvements Requiring Approval. _48_ 6393-116700\CCRS\l 155418.5 12/31/13 (a) Generally. No construction, reconstruction, installation, removal or alteration of any outdoor Improvement on a Lot, including landscaping, grading, excavation, filling or other alteration to the grade or level of the land, may be commenced by any Owner without prior Design Review Committee approval. However, a Residence may be repainted or refinished without prior Design Review Committee approval so long as the Residence is repainted or refinished with materials that are identical to the materials originally used by Declarant or last applied to the Improvement with Committee approval (as applicable). The provisions of this Article apply to construction, installation and alteration of solar energy systems, as defined in Section 801.5 of the California Civil Code, subject to the provisions of California Civil Code Sections 714 and 714.1, the applicable Building Code, zoning regulations, and other laws. (b) Drainage Improvements Within Offsite Drainage Easement Area. The Offsite Drainage Easement Areas (defined in Section 6.1.11) on Lots 10 to 21, inclusive, shall be subject to the additional requirements of this Subsection in order to protect the drainage pipes and appurtenances that accept offsite drainage. No Owner may alter any drainage pipes or appurtenances within the Offsite Drainage Easement Area, except to tie in yard drains to the existing drainage pipes (without other alteration) to permit drainage from the rear and side yards of any of Lots 10 to 21, inclusive. The Design Review Committee shall inspect any work performed to tie in yard drains before dirt, softscape or hardscape is installed over the portion of the drainage pipes that were tied into to confirm that the work was done properly and did not damage or alter the drainage plan. Any Owner who does not comply with this Subsection shall be required to remove, at Owner's sole cost and expense, all Improvements placed over the portion of the drainage pipes in the Offsite Drainage Easement Area that was modified to permit the inspection by the Design Review Committee. The Association may further fine the Owner who violates this Subsection. Any Owner who damages or alters the drainage pipes or appurtenances in the Offsite Drainage Easement Area shall be required to pay for the cost of repair or replacement of such damaged improvements, which shall be a Special Assessment against the Lot of said Owner. The Owner is responsible for the actions of any Person (other than the Association)performing the prohibited actions on the Lot. 5.3.2 Application Procedure. Owners who seek Committee approval shall submit plans and specifications showing the dimensions, exterior elevation, color, materials used and location of the proposed Improvements, along with a review fee in an amount set in writing from time to time by the Committee, along with all other review materials required under this Article (collectively, an "Application"). Until changed by the Board, the address for the submission of the Application is the Association's principal office. The form of Application used by the Design Review Committee may include spaces allowing "Adjacent Owners"to sign or initial the Application confirming that they have been notified of the application. The Design Review Committee may establish a definition of "Adjacent Owners" in its Design Guidelines. Applications will be complete and may be approved or disapproved by the Design Review Committee even if all of the Adjacent Owners do not initial the Applications so long as the Owner submitting plans and specifications ("Applicant's certifies that the Applicant has asked the Adjacent Owners to sign the Applications. The requirement that the Applicant attempt to obtain the signatures of Adjacent Owners is intended only to provide notice of the pending application to the Adjacent Owners. It does not create any power in the Adjacent Owners to -49- 6393-116700\CCRS\l 155418.5 12/31/13 approve or disapprove the Application by signing or withholding a signature. Only the Design Review Committee may approve or disapprove an Application. The Design Review Committee shall deliver its written approval, disapproval, or request for additional information or materials to the Applicant at the address listed in the Application no later than the date that is forty-five (45) calendar days after the date on which the Design Review Committee has received the complete Application ("Review Deadline"). If, on the Review Deadline, the Design Review Committee has failed to deliver to the Applicant its written approval, disapproval, or request for additional information or materials, then the Application shall be deemed approved, and the Manager or a representative of the Board or Design Review Committee shall at the written request of the Applicant execute a written approval therefor within fifteen (15) days of receipt of the written request. A decision on a proposed Improvement shall be consistent with California law, made in good faith and may not be unreasonable, arbitrary or capricious. If disapproved, the written decision shall include both an explanation of why the proposed Improvement is disapproved and a description of the procedure for reconsideration by the Board. 5.3.3 Standard for Approval. The Design Review Committee shall approve an Application only if it determines that (a) installation, construction or alterations of the Improvements in the locations proposed will not be detrimental to the appearance of the Community as a whole, (b) the appearance of the proposed Improvements will be in harmony with the existing Improvements and the overall design theme in the Community, (c) installation, construction or alteration of the proposed Improvements will not detract from the beauty, wholesomeness and attractiveness of the Community or the enjoyment of the Community by the Owners, (d) maintenance of the proposed Improvements will not become a burden on the Association, and (e) the proposed Improvements are consistent with the Governing Documents. The Design Review Committee's decision on any proposed change may not violate any governing provision of law, including the Fair Employment and Housing Act, or a building code or other applicable law governing land use or public safety. The Design Review Committee may consider the impact of views from other Lots, reasonable privacy right claims, passage of light and air, beneficial shading and other aesthetic factors in reviewing, approving or disapproving any Application. However, neither the Declarant nor the Association warrants that any views in the Community is protected. No Lot is guaranteed the existence or unobstructed continuation of any particular view. 5.3.4 Conditions of Approval. The Design Review Committee may condition its approval of an Application for any Improvement on any one (1) or more of the following: (a) the Applicant's agreement to furnish the Association with security acceptable to the Association against any mechanic's lien or other encumbrance which may be Recorded against the Common Area or another Owner's Lot as a result of such work; (b) such changes to the Application as the Design Review Committee considers appropriate; (c) the Applicant's agreement to grant to the Association or other Owners such easements as are made reasonably necessary by the existence of the Improvement; (d) the Applicant's agreement to install water, gas, electrical or other utility meters to measure any increased utility consumption; (e) the Applicant's agreement to reimburse the Association for the cost of maintaining the Improvement (should the Association agree to accept maintenance responsibility for the Improvement as built); or (f) the Applicant's agreement to complete the proposed work within a stated period of time. _50_ 6393-116700\CCRS\1155418.5 12/31/13 The Design Review Committee may also require the Applicant, prior to commencing work, to deposit with the Association adequate funds to repair or restore any Common Property that may be damaged by the Applicant or the Applicant's contractors. The Design Review Committee will determine the actual amount of the deposit in each case, but the amount shall be at least enough to cover the cost of repairing or restoring damage that is reasonably foreseeable to the Design Review Committee. The deposit shall be refundable to the extent the Design Review Committee finds that the work of Improvement is complete, and that the Association Common Property was not damaged or was restored at least to the condition it was in prior to the commencement of work. The Design Review Committee has the right to require a reasonable security deposit with each Application. The security deposit will be applied to the cost of repairing damage to Common Area as a result of the Application. The amount of the security deposit shall be specified in the Design Guidelines. The security deposit may be increased or decreased from time to time at the discretion of the Design Review Committee. The Design Review Committee may also require submission of additional plans and specifications or other information before approving or disapproving material submitted. The Applicant shall meet any review or permit requirements of the City and/or County before making any construction, installation or alterations permitted under this Declaration. 5.3.5 Governmental Approvals. The Applicant shall meet the requirements of all applicable ordinances, codes and regulations of the City and County, including zoning laws, building and safety codes, fire codes and applicable inspection and permit requirements before making any construction, installation or alterations permitted under this Declaration. All approvals issued by the Design Review Committee are in addition to, and not in lieu of, applicable governmental approvals,which the Applicant must also obtain at his sole cost,prior to or concurrently with Design Review Committee approvals, and before commencing any work. Furthermore, governmental approvals are in addition to, and not in lieu of, Design Review Committee approvals required under the Governing Documents. No determination by any governmental agency that the Applicant has met applicable governmental requirements for a particular Improvement shall relieve the Applicant of its obligation to obtain all required Design Review Committee approvals required under this Article and the Governing Documents. 5.3.6 Matters Outside Scope of Approval. The Design Review Committee's approval or disapproval of each Application shall be based solely on the aesthetic considerations listed in this Article. Approval of any Application does not constitute a finding or a warranty by the Design Review Committee that the work of Improvement described in the Application (a) incorporates good engineering practices, (b) complies with applicable law, ordinance, code or regulation, including zoning laws, building and safety codes or fire codes, (c) complies with the requirements of any utility provider, or (d) is permissible under the terms of any easement, license, permit, Mortgage, deed of trust, or other recorded or unrecorded instrument (other than the Governing Documents) that affects the land. Nothing in this Declaration shall be construed to require Design Review Committee approval of any construction, reconstruction, installation, removal or alteration of an Improvement by Declarant or by the Association. -51- 6393-116700\CCRS\1155418.5 12/31/13 5.3.7 Exculpation of Design Review Committee. By submitting an Application, each Applicant is deemed to agree that neither the Design Review Committee, nor the members thereof, nor Declarant, nor their respective agents, employees, attorneys or consultants shall be liable to any Person for: (a) Any matter outside the Design Review Committee's scope of approval as discussed in Section 5.3.6 above; (b) Any defect in any Improvement constructed by or on behalf of the Applicant pursuant to an approved Application; (c) Any loss, damage, or injury to Persons or property arising out of or in any way connected with work performed by or on behalf of the Applicant pursuant to an approved Application; or (d) Any loss, damage, or injury to Persons or property arising out of or in any way connected with the performance of the Design Review Committee's duties hereunder, unless due to willful misconduct or gross negligence. 5.4 MEETINGS AND ACTIONS OF THE DESIGN REVIEW COMMITTEE. The Design Review Committee shall meet as necessary to perform its duties. So long as a majority of the members of the Design Review Committee are Declarant representatives, the Design Review Committee may, by resolution unanimously adopted in writing, designate an Owner or a Declarant representative to serve as a Design Review Committee Representative to take any action or perform any duties for and on behalf of the Design Review Committee except the granting of variances. The Design Review Committee Representative need not be a current member of the Design Review Committee. In the absence of such designation, the vote or written consent of a majority of the Design Review Committee constitutes an act of the Design Review Committee. All approvals issued by the Design Review Committee must be in writing. Verbal approvals issued by the Design Review Committee, any individual Design Review Committee member or any other representative of the Association are not valid, are not binding on the Association and may not be relied on by any Person. If within six (6) months of issuance of the approval, an Owner either does not commence work pursuant to approved plans or obtain an extension of time to commence work, the approval shall be automatically revoked and a new approval must be obtained before work can be commenced. 5.5 NO WAIVER OF FUTURE APPROVALS. The Design Review Committee's approval of any proposals, plans and specifications or drawings for any work done or proposed in connection with any matter requiring the Design Review Committee's approval does not waive the right to withhold approval of any similar proposals, plans and specifications, drawings or matters subsequently or additionally submitted for approval. 5.6 COMPENSATION OF MEMBERS. The Design Review Committee's members shall receive no compensation for services rendered, other than reimbursement for expenses incurred by them in performing their duties. 5.7 INSPECTION OF WORK. The Design Review Committee or its duly authorized representative may inspect any work for which approval of plans is required under -52- 6393-116700\CCRS\l 155418.5 12/31/13 this Article ("Work"). The right to inspect includes the right to require any Owner to take such action as may be necessary to remedy (including removal of) any noncompliance with the Design Review Committee-approved plans for the Work or with the requirements of this Declaration ("Noncompliance"). 5.7.1 Time Limit for Inspections. When the Work is complete, the Applicant shall immediately provide the Design Review Committee with written notice of completion on the form prescribed by the Design Review Committee. The Design Review Committee's right to inspect the Work and notify the responsible Owner of any Noncompliance shall terminate on the date that is sixty (60) calendar days after the date on which the Design Review Committee has received written notice from the Applicant on a form provided by the Design Review Committee that the Work is complete. If the Design Review Committee fails to send a written notice of Noncompliance to an Applicant before this time limit expires, the Work shall be deemed to comply with the approved Application. 5.7.2 Noncompliance. If an Improvement that requires the prior approval of the Design Review Committee is (a) commenced or completed without prior written approval by the Design Review Committee, or (b) an Improvement is not completed within the time limit established by the Design Review Committee in its approval, or (c) an Improvement is not completed in substantial conformity with the approved Application, or (d) if no time limit is established by the Design Review Committee, the Applicant fails to complete the Work within one (1) year of the date on which the Application was approved, then a Noncompliance is deemed to exist, and then the Design Review Committee has the right, but not the obligation, to deliver a written notice of Noncompliance to the violating Owner, and the Association may, but is not required to, pursue the remedies set forth in this Section. 5.7.3 Remedy for Noncompliance. The Design Review Committee shall notify the Board in writing when an Owner fails to remedy any Noncompliance within sixty (60) days after the date of the notice of Noncompliance. After Notice and Hearing, the Board shall determine whether there is Noncompliance and, if so, the nature thereof and the estimated cost of correcting or removing the same. If a Noncompliance exists, the Owner shall remedy or remove the same within a period of not more than forty-five (45) days after the date that notice of the Board ruling is given to the Owner. If the Owner does not comply with the Board ruling within that period, the Association may record a Notice of Noncompliance (if allowed by law), correct the Noncompliance and charge the Owner for the Association's costs, or commence an action for damages or injunctive relief, as appropriate,to remedy the Noncompliance. 5.8 VARIANCES. The Design Review Committee may authorize variances from compliance with any of the architectural provisions of this Declaration or the Design Guidelines including restrictions on height, size, floor area or placement of structures, or similar restrictions, when circumstances such as topography, natural obstructions, hardship, aesthetic or environmental consideration require. Variances must be evidenced in writing, must be signed by a majority of the Design Review Committee, and become effective on Recordation. After Declarant's right to appoint a majority of the Design Review Committee's members expires, the Board must approve any variance recommended by the Design Review Committee before any such variance becomes effective. If variances are granted, no violation of the covenants, conditions and restrictions in this Declaration shall be deemed to have occurred with respect to _53- 6393-116700\CCRSU 155418.5 12/31/13 the matter for which the variances were granted. The granting of a variance does not waive any of the provisions of this Declaration for any purpose except as to the particular property and particular provision of this Declaration covered by the variance, nor does it affect the Owner's obligation to comply with all laws affecting the use of the Owner's Lot. The Design Review Committee's written variance shall be Recorded against the Applicant's Lot in the Official Records. The cost of Recording the variance shall be borne solely by the Applicant. No variance shall conflict with local ordinances or any specific plan for the Community without the prior written approval of the City. 5.9 PRE-APPROVALS. The Design Review Committee may authorize pre- approval of specified types of construction activities if, in the exercise of the Design Review Committee's judgment, a pre-approval is appropriate to carry out the purposes of the Governing Documents. 5.10 APPEALS. If a proposed Improvement is disapproved, the Applicant is entitled to reconsideration by the Board of Directors at an open meeting that satisfies the requirements of Civil Code Section 1363.05. This paragraph does not require reconsideration of a decision that is made by the Board, or the Design Review Committee if the Design Review Committee has the same membership as the Board. ARTICLE VI PROPERTY EASEMENTS AND RIGHTS 6.1 EASEMENTS. 6.1.1 Maintenance and Repair. Declarant reserves for the benefit of the Association and all Association agents, officers and employees, nonexclusive easements over the Community as necessary to fulfill the obligations and perform the duties of the Association. 6.1.2 Utility Easements. Declarant reserves easements to install and maintain utilities over the Common Area for the benefit of the Owners and their Lots. Declarant reserves the right to grant additional easements and rights-of-way throughout the Community to utility companies and public agencies as it deems necessary for the proper development and disposal of the Community. Such right of Declarant shall expire on the Close of Escrow for the sale of the last Lot in the Community and the Annexable Territory. 6.1.3 Encroachments. Declarant reserves, for its benefit and for the benefit of all Owners and their Lots, a reciprocal easement appurtenant to each Lot over the other Lots and the Common Area to accommodate (a) any existing encroachment of any wall or any other Improvement installed by Declarant or approved by the Design Review Committee, and (b) shifting, movement or natural settling of the Residences or other Improvements. Use of the easements may not unreasonably interfere with each Owner's use and enjoyment of the burdened Residences. 6.1.4 Easements for Public Service Use. Declarant reserves easements over the Community for public services of the local government agencies, including but not limited to, the right of law enforcement and fire protection personnel to enter upon the Community to carry out their official duties. -54- 6393-116700\CCRS\1155418.5 12/31/13 6.1.5 Easements for Water and Utility Purposes. Declarant reserves easements over the Community for public and private utility purposes, including but not limited to, the right of any public utility or mutual water district of ingress and egress over the Community to read and maintain meters, and use and maintain fire hydrants. 6.1.6 Completion of Improvements. Declarant reserves the right and easement to enter the Community to complete any Improvement which Declarant considers desirable to implement Declarant's development plan. 6.1.7 Owners' Easements in Common Area. Declarant reserves, for the benefit of every Owner, and each Owner's Family, tenants and invitees, nonexclusive easements for pedestrian and vehicular access (all as applicable) over the Common Area in the Community as reasonably necessary for the use and enjoyment of each Lot in the Community. This easement is appurtenant to and passes with title to every Lot in the Community. 6.1.8 Community Wall Easements. Declarant reserves for the benefit of the Association the following easements: (a) An easement over all Lots that are enclosed by a portion of the Community Wall, consisting of a three (3) foot-wide strip of land bounded on one side by the Residence-facing surface of the Community Wall, and extending along the entire length of that portion of the Community Wall that encloses the Lot, in order to accommodate the footings and other structural components of the Community Wall; and (b) An easement for access over such Lots as reasonably necessary for maintaining the Community Walls and related Improvements. If a Community Wall is damaged, the Association shall have the right to enter upon the Lot as necessary to reconstruct the Community Wall in the easement area, and the easements reserved hereby shall continue in effect so long as the Community Wall remains in place. 6.1.9 Private Street Access Easements. Declarant reserves for the benefit of the Association, nonexclusive easements for pedestrian and vehicular access and parking of vehicles subject to the Governing Documents (the "Access Easements") over the portions of the Community improved with private street Improvements. Declarant shall maintain the private streets until they are turned over to the Association for maintenance purposes. The Access Easements shall become effective on a Phase-by-Phase basis when conveyed to the Association in an instrument Recorded with the first Close of Escrow in each Phase. The Access Easements shall be subject to relocation by Declarant to accommodate Declarant's construction activities, provided such relocation (a) is set forth in a Recorded instrument signed by Declarant, and (b) does not prevent legal access from public streets to any Lot that is occupied in the Community. (a) Reserved for Declarant and the Annexable Territory. Declarant reserves for its benefit and for the benefit of the owners of Residences that may be constructed in the Annexable Territory (whether annexed to the Community or not) easements for pedestrian and vehicular access, including construction access, over all Common Area streets and sidewalks located within the Community. -55- 6393-116700\CCRS\1155418.5 12/31/13 (b) Reserved for Public Pedestrian and Vehicular Access. Declarant reserves, for the benefit of the general public, nonexclusive easements for public pedestrian and vehicular access over all Common Area streets and sidewalks located within the Community. 6.1.10 Drainage Easements. Declarant reserves, for the benefit of the Community, the Owners and the Association, reciprocal nonexclusive easements for drainage of water over, across and on the Community; provided, however, that no Owner may alter the drainage patterns on their Lot to cause water to drain off the Lot in a manner that was not originally designed by Declarant. 6.1.11 Offsite Drainage Easements. Declarant hereby reserves, for the benefit of the Association, nonexclusive easements over, under and across those portions of Lots 10 to 21, inclusive, and Lots 30 to 34, inclusive, of Tract No. 17239 ("Affected Lots"), that are shown on Exhibit"F" attached hereto ("Offsite Drainage Easement Area"), for installation, use, maintenance, repair and replacement of drainage pipes and appurtenances ("Offsite Drainage Easement") located or to be located under the surface of the Affected Lots. In addition, Declaration hereby reserves, for the benefit of the owners of lots 22 to 31 of Tract No. 6080, located adjacent to the Properties ("Benefitted Lots"), nonexclusive easements over, under and across the Offsite Drainage Easement Area that lies immediately adjacent to each such Benefitted Lot for minor water runoff from the backyard of such Benefitted Lot. In addition to this Section 6.1.11, prior to or concurrently with the recordation of the final Map, Declarant has recorded, as required by the City pursuant to the Conditions of Approval, against each of the Affected Lots, an Easement Deed memorializing all easements outlined in this Declaration, including the Offsite Drainage Easements. The Association shall ensure that the drainage pipes and appurtenances are maintained to allow for the flow of water from the Benefitted Lots onto the Affected Lots and out to the storm drain system that is owned and maintained by the Association, and shall be responsible for repair and replacement of the drainage pipes and appurtenances as necessary. Construction of any structural improvements within the Offsite Drainage Easement Area and/or alterations to the drainage pipes or appurtenances that affect the acceptance and conveyance of offsite drainage is strictly prohibited. No amendment or other modification of this requirement shall be made by Declarant or the Association without the prior written consent of the City of Huntington Beach. 6.1.12 Easements for Maintenance of Association Maintenance Areas. Declarant reserves, for the benefit of the Association, nonexclusive easements over each Lot in Phase 1 as necessary for access and maintenance of Association Maintenance Areas described herein or depicted on Exhibit D. No owner may interfere with the Association's exercise of its rights under the easements reserved in this Section. 6.1.13 Exclusive Use Easement Areas. Declarant reserves, for the benefit of specified Owners, exclusive easements over the Community for use of the Exclusive Use Easement Areas, including for private yard purposes. The approximate locations of the Exclusive Use Easement Areas in Phase 1 are shown on Exhibit H attached hereto. The approximate locations of the Exclusive Use Easement Areas in each subsequent Phase, if any, are shown on Exhibit H attached hereto or on an Exhibit attached to the Notice of Addition, Supplemental Declaration or deed, as applicable. Declarant also reserves, for the benefit of the Association, the right to enter the Exclusive Use Easement Areas as necessary to perform the -56- 6393-11670MCRSU 155418.5 12/31/13 obligations of the Association. The foregoing easements shall be assigned by separate deed, and the easements so conveyed shall be appurtenant to and run with the Owner's Lot. 6.1.14 Telecommunications Easement. Declarant reserves blanket easements (collectively, "Telecommunications Easements") over the Community for access and for purposes of constructing, installing, locating, altering, operating, maintaining, inspecting, upgrading, removing and enhancing Telecommunications Facilities (collectively, "Telecommunications Purposes") for the benefit of Declarant. Such easements are freely transferable by Declarant to any other Person and their successors and assigns. No one, except for Declarant and Declarant's transferees, may use the Community for Telecommunications Purposes. All Telecommunications Facilities shall be owned, leased or licensed by Declarant, as determined by Declarant, in its sole discretion and business judgment. Transfer of the Community does not imply transfer of any Telecommunications Easements or Telecommunications Facilities. The holders of the Telecommunications Easements may not exercise the rights reserved hereunder in any manner which will unreasonably interfere with the reasonable use and enjoyment of the Community by any Owner. If the exercise of any Telecommunications Easement results in damage to the Community, then the easement holder who caused the damage shall, within a reasonable period of time, repair such damage. If Declarant has not conveyed the Telecommunications Easements in a Phase to another Person before the last Close of Escrow in the Community and the Annexable Territory, then Declarant grants the Telecommunications Easements to the Association effective as of the last Close of Escrow in the Community and the Annexable Territory. 6.2 ADDITIONAL EASEMENTS. 6.2.1 Declarant's Right to Grant. Declarant reserves easements over the Common Area owned in fee simple by the Association for the exclusive use by an Owner or Owners of contiguous property as a yard, recreational, gardening, and landscaping area. Subject to Section 4.2.3, any such easement may be conveyed by the Declarant before the last Close of Escrow for sale of a Lot in the Community and the Annexable Territory. Such conveyance must be approved by the Board, which approval must not be unreasonably withheld. The purpose of the easement, the portion of the Common Area affected, the Lot to which the easement is appurtenant, and any restrictions on use of the easement area shall be identified in a Recorded grant of easement. 6.3 DELEGATION OF USE. Any Owner may delegate his right to use the Common Area owned in fee simple by the Association in writing to his tenants, contract purchasers or subtenants who reside in such Owner's Residence, subject to regulation by the Board. 6.4 RIGHT OF ENTRY. 6.4.1 Association. The Association has the right to enter the Lots to inspect the Community, and may take whatever corrective action it determines to be necessary or proper. Entry onto any Lot under this Subsection may be made after at least three (3) days advance written notice to the Owner of the Lot except for emergency situations, which shall not require notice. Nothing in this Subsection limits the right of an Owner to exclusive occupancy and _57_ 6393-116700\CCRS\l 155418.5 12/31/13 control over the portion of the Owner's Lot that is not Common Property. Any damage to a Residence or Lot caused by entry under this Subsection shall be repaired by the Association. 6.4.2 Declarant. The Declarant has the right to enter the Lots and the Common Area (a) to comply with requirements for the recordation of subdivision maps or lot line adjustments in the Community or Annexable Territory, (b) for repair of Improvements in accordance with the provisions of the Right to Repair Law, (c) to accommodate grading or construction activities, and (d) to comply with requirements of applicable governmental agencies. Declarant shall provide the applicable Owner reasonable notice before such entry, except for emergency situations, which shall not require notice. Any damage to the Community that is caused by entry under this Subsection shall be repaired by the Declarant. Unless otherwise specified in the applicable initial grant deed by which Declarant has transferred ownership of the subject Lot or subject Common Property, this right of entry shall automatically expire on the later of the date that is twelve (12) years after the date of Recordation of this Declaration in the Official Records, or the date that is twelve (12) years after the date of Recordation of the grant deed by which Declarant first conveyed fee title to the subject real property under authority of a final subdivision public report issued by the BRE. ARTICLE VII ASSOCIATION MAINTENANCE FUNDS AND ASSESSMENTS 7.1 PERSONAL OBLIGATION TO PAY ASSESSMENTS. Each Owner shall pay to the Association all Assessments established and collected pursuant to this Declaration. The Association shall not levy or collect any Assessment that exceeds the amount necessary for the purpose for which it is levied. All Assessments, together with late payment penalties, interest, costs, and reasonable attorney fees for the collection thereof, are a charge and a continuing lien on the Lot against which such Assessment is made. Each Assessment, together with late payment penalties, interest, costs and reasonable attorney fees, is also the personal obligation of the Person who was the Owner of the Lot when the Assessment accrued. The personal obligation for delinquent Assessments may not pass to any new Owner ("Purchaser") unless expressly assumed by the Purchaser or unless the Purchaser has actual or constructive knowledge of such delinquent Assessments, whether by virtue of the Recordation of a Notice of Delinquent Assessment or receipt from the Association of a certificate pursuant to Section 1368(a)(4) of the California Civil Code. 7.2 ASSOCIATION MAINTENANCE FUNDS. The Association shall establish no fewer than two (2) separate Association Maintenance Fund accounts into which shall be deposited all money paid to the Association and from which disbursements shall be made, as provided in this Declaration. The Association Maintenance Funds may be established as trust accounts at a banking or savings institution and shall include: (a) an Operating Fund for current Common Expenses, (b) an adequate Reserve Fund for the portion of Common Expenses allocated to (i) reserves for Improvements which the Board does not expect to repair or replace on an annual or more frequent basis, and (ii) payment of deductible amounts under the insurance policies kept in effect by the Association; and (c) any other funds which the Association may elect to establish. _58_ 63 93-1 1 6700\CCRS\1155418.5 12/31/13 7.3 PURPOSE OF ASSESSMENTS. The Assessments shall be used exclusively to (a)promote the Owners' recreation and welfare, (b) operate, improve and maintain the Common Property, and (c) discharge any other Association obligations under this Declaration. All amounts deposited into the Association Maintenance Funds must be used solely for the common benefit of all Owners for purposes authorized by this Declaration. Disbursements from the Operating Fund generally shall be made by the Association to discharge Association responsibilities which cannot be discharged by disbursements from the Reserve Fund. However, if the Board determines that the Operating Fund contains excess funds, the Board may transfer the excess funds to any other Association Maintenance Fund. Disbursements from the Reserve Fund shall be made by the Association only for the purposes specified in this Article and in Section 1365.5(c) of the California Civil Code. 7.4 WAIVER OF USE. No Owner may exempt himself from personal liability for Assessments duly levied by the Association, nor release such Owner's Lot from the liens and charges thereof, by waiving use and enjoyment of the Common Property or by abandoning such Owner's Lot. 7.5 LIMITS ON ANNUAL ASSESSMENT INCREASES. The following shall apply to the general component of Annual Assessments: 7.5.1 Maximum Authorized Annual Assessment For Initial Year of Operations. During the Fiscal Year in which Annual Assessments commence, the Board may levy an Annual Assessment per Lot in an amount which exceeds one hundred twenty percent (120%) of the amount of Annual Assessments disclosed for the Community in the most current Budget filed with and approved by the BRE only if the Board first obtains the approval of Owners casting a majority of votes at a meeting or election of the Association in which more than fifty percent (50%) of the Lots are represented ("Increase Election"). This Section does not limit Annual Assessment increases necessary for addressing an "Emergency Situation" as defined in Section 7.5.4. 7.5.2 Maximum Authorized Annual Assessment For Subsequent Fiscal Fears. During the Fiscal Years following the Fiscal Year in which Annual Assessments commence, the Board may levy Annual Assessments which exceed the Annual Assessments for the immediately preceding Fiscal Year only as follows: (a) If the increase in Annual Assessments is less than or equal to twenty percent (20%) of the Annual Assessments for the immediately preceding Fiscal Year, then the Board must either (i) have distributed the Budget for the current Fiscal Year in accordance with Section 1365(a) of the California Civil Code, or (ii) obtain the approval of Owners casting a majority of votes in an Increase Election; or (b) If the increase in Annual Assessments is greater than twenty percent (20%) of the Annual Assessments for the immediately preceding Fiscal Year, then the Board must obtain the approval of Owners casting a majority of votes in an Increase Election. This Section does not limit Annual Assessment increases necessary for addressing an "Emergency Situation" as defined in Section 7.5.4. -59- 6393-116700\CCRS\l 155418.5 12/31/13 7.5.3 Supplemental Annual Assessments. If the Board determines that the Association's essential functions may be properly funded by an Annual Assessment in an amount less than the maximum authorized Annual Assessment described above, it may levy such lesser Annual Assessment. If the Board determines that the estimate of total charges for the current year is or will become inadequate to meet all Common Expenses, it shall immediately determine the approximate amount of the inadequacy. Subject to the limits described in Sections 7.5.1, 7.5.2 and 7.5.4, the Board may levy a supplemental Annual Assessment reflecting a revision of the total charges to be assessed against each Lot. 7.5.4 Emergency Situations. For purposes of Sections 7.5.1, 7.5.2 and 7.7, an"Emergency Situation" is any one of the following: (a) An extraordinary expense required by an order of a court; (b) An extraordinary expense necessary to maintain the portion of the Community for which the Association is responsible where a threat to personal safety on the Community is discovered; and (c) An extraordinary expense necessary to maintain the portion of the Community for which the Association is responsible that could not have been reasonably foreseen by the Board when preparing the Budget. Before imposing or collecting an Assessment pursuant to this subsection (c), the Board shall adopt a resolution containing written findings regarding the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budgeting process. The resolution shall be distributed to the Owners with the notice of the assessment. 7.6 ANNUAL ASSESSMENTS. 7.6.1 Commencement of Annual Assessments. Except as provided below, Annual Assessments shall commence on all Lots in a Phase on the first day of the first calendar month following the first Close of Escrow in such Phase. 7.6.2 Delayed Commencement in Model Phases without Production Lots. Notwithstanding Section 7.6.1 above, in a Model Phase with no Production Lots, the Close of Escrow for a Model Lot Sale shall not automatically cause the commencement of Annual Assessments in the Model Phase, nor the conveyance of Common Property in the Model Phase to the Association, nor shall the Association have any obligation to maintain any Common Property in the Model Phase. On the first Close of Escrow for a Model Lot Sale, the following provisions shall apply: (a) Annual Assessments shall commence in the Model Phase on the first day of the first calendar month following the earliest date on which a Model Leaseback Agreement in the Model Phase is no longer in effect; and (b) The Common Property in the Model Phase shall be conveyed to the Association no later than the date on which Annual Assessments commence in the Model Phase. _60_ 6393-116700\CCRS\l 155418.5 12/31/13 7.6.3 Delayed Commencement in Model Phases with Production Lots. Notwithstanding Section 7.6.1 above, in a Model Phase that includes Production Lots, the Close of Escrow for sale of one or more Model Lots in such Model Phase shall not automatically cause the commencement of Annual Assessments in the Model Phase, nor the conveyance of Common Property in the Model Phase to the Association, nor shall the Association have any obligation to maintain any Common Property in the Model Phase. If the first Close of Escrow in such Model Phase is for a Model Lot Sale, then the following provisions shall apply: (a) Annual Assessments shall commence in the Model Phase on the first day of the first calendar month following the earlier to occur of(i) the date of the first Close of Escrow for sale of a Production Lot in the Model Phase, or (ii) the earliest date on which any Model Leaseback Agreement in the Model Phase is no longer in effect; and (b) The Common Property in the Model Phase shall be conveyed to the Association no later than the earlier to occur of(i) the date of the first Close of Escrow for sale of a Production Lot in the Model Phase, or (ii) the date on which Annual Assessments commence in the Model Phase. 7.6.4 Assessment and Proration. Annual Assessments for fractions of a month shall be prorated. Declarant shall pay its full pro rata share of the Annual Assessments on all unsold Lots for which Annual Assessments have commenced. The Board shall fix the amount of the Annual Assessment against each Lot at least thirty (30) days in advance of each Annual Assessment period. However, unless otherwise established by the Board, the initial Annual Assessments shall be assessed in accordance with the most recent Budget on file with and approved by the BRE. Written notice of any change in the amount of any Annual Assessment, Capital Improvement Assessment or Reconstruction Assessment shall be sent via first-class mail to every Owner subject thereto not less than thirty (30) nor more than sixty (60) days before the increased Assessment becomes due. 7.6.5 Apportionment of Annual Assessments. All Annual Assessments shall be assessed uniformly and equally against the Owners and their Lots based on the number of Lots owned by each Owner. The Board may determine that funds in the Operating Fund at the end of the Fiscal Year be retained and used to reduce the following Fiscal Year's Annual Assessments. On dissolution of the Association incident to the abandonment or termination of the Community as a planned development, any amounts remaining in any of the Association Maintenance Funds shall be distributed to or for the benefit of the Owners in the same proportions as such money was collected from the Owners. 7.6.6 Payment of Annual Assessments. Each Owner shall pay Annual Assessments in installments at such frequency, in such amounts and by such methods as are established by the Board. If the Association incurs additional expenses because of a payment method selected by an Owner, the Association shall charge the additional expenses to the Owner. Each installment of Annual Assessments may be paid to the Association in one (1) check or in separate checks as payments attributable to specified Association Maintenance Funds. If any.. payment of an Annual Assessment installment (a) is less than the amount assessed and (b) does not specify the Association Maintenance Fund or Funds into which it should be deposited, then -61_ 6 3 93-1 1 6700\CCRS\1155418.5 12/31/13 the amount received shall be credited in order of priority first to the Operating Fund, until that portion of the Annual Assessment has been satisfied, and second to the Reserve Fund. 7.7 CAPITAL IMPROVEMENT ASSESSMENTS. The Board may levy, in any Fiscal Year, a Capital Improvement Assessment or Reconstruction Assessment to defray, in whole or in part, the cost of any construction, repair or replacement of a capital Improvement or such other addition to the Common Property. No Capital Improvement Assessments in any Fiscal Year which, if added to the Capital Improvement Assessments already levied during such Fiscal Year, exceed five percent (5%) of the Association's Budgeted gross expenses for such Fiscal Year, may be levied without the vote or written consent of Owners casting a majority of votes at an Increase Election. The Board may levy, in any Fiscal Year, a Capital Improvement Assessment applicable to that Fiscal Year which exceeds five percent (5%) of the Association's Budgeted gross expenses for such Fiscal Year if such increase is necessary for addressing an Emergency Situation as defined in Section 7.5.4. 7.8 LEVEL ASSESSMENT PROCEDURE. For so long as Annexable Territory may be added to the Community as a Phase, the Board may elect to implement a level assessment procedure in accordance with applicable BRE guidelines ("Level Assessment Procedure"), to minimize the need for frequent adjustments in the amount of the Annual Assessments during the development of the Community. Where the Level Assessment Procedure is used, the Annual Assessments for certain Phases may be less than or more than the actual Common Expenses for a given year. To implement the Level Assessment Procedure, the Board must: 7.8.1 Establish and maintain a separate account for the cumulative operating surplus ("Cumulative Surplus Fund Account"); 7.8.2 Use the Cumulative Surplus Fund Account and the funds therein only for the funding of Annual Assessments in a given Fiscal Year(as determined by the Board); 7.8.3 Include in the Inspection Report referenced in Section 2.1.4 a review of the Level Assessment Procedure, to ensure that adequate Annual Assessments are being collected; and 7.8.4 Meet any other requirements which may be imposed by the BRE. - ARTICLE VIII INSURANCE 8.1 DUTY TO OBTAIN INSURANCE; TYPES. The Association shall obtain and keep in effect at all times the following insurance coverages: 8.1.1 Commercial General Liability. A policy of commercial general liability insurance (including coverage for medical payments), insuring the Association and the Owners against liability for bodily injury, death and property damage arising from or relating to the ownership or use of the Common Property. Such policy shall specify amounts and include protection from liability and risks as are customarily covered in similar planned unit developments in the area of the Community, and shall include a severability of interest -62- 6393-116700\CCRS\l 155418.5 12/31/13 endorsement or the equivalent which shall preclude the insurer from denying the claim of an Owner because of negligent acts or omissions of other Owners, or the Association or the Association's officers and directors acting in their capacity as officers and directors. The Association's policies shall at all times specify limits no less than the minimum amounts required by California Civil Code Sections 1365.7 and 1365.9. 8.1.2 Fire and Casualty Insurance. Fire and casualty insurance with extended coverage, special form, without deduction for depreciation, in an amount as near as possible to the full replacement value of all insurable Improvements on the Common Property. The casualty insurance shall not include earthquake coverage unless the Board is directed to obtain earthquake coverage by a majority of the Association's voting power. 8.1.3 Fidelity Insurance. Fidelity insurance coverage for any Person handling funds of the Association, whether or not such persons are compensated for their services, in an amount not less than the estimated maximum of funds, including reserve funds, in the custody of the Person during the term of the insurance. The aggregate amount of the fidelity insurance coverage may not be less than the sum equal to one-fourth (1/4) of the Annual Assessments on all Lots in the Community,plus reserve funds. 8.1.4 Requirements of Fannie Mae, Ginnie Mae, Freddie Mac and FHFA. Notwithstanding anything in the Governing Documents to the contrary, the amount, term and coverage of any policy of insurance required under this Article VIII (including the endorsements, the amount of the deductible, the named insureds, the loss payees, standard mortgage clauses, notices of changes or cancellations, and the insurance company rating) shall also satisfy the minimum requirements established for this type of development (if applicable)by Fannie Mae, Ginnie Mae, Freddie Mac and FHFA, and any successor to those entities, so long as any of those entities is a Mortgagee or Owner of a Lot in the Community, except to the extent such coverage is not reasonably available or has been waived in writing by the entity requiring the insurance coverage. If the above entities have not established requirements on any policy required hereunder, the term, amount and coverage of such policy shall, subject to Section 8.1.1 above, be no less than that which is customary for similar policies on similar projects in the area of the Community. 8.1.5 Other Insurance. Such other insurance insuring other risks customarily insured by associations managing planned unit developments similar in construction, location and use. Such additional insurance may include general liability insurance and director's and officer's errors and omissions insurance in the minimum amounts established in Section 1365.9 of the California Civil Code. 8.1.6 Beneficiaries. The Association's insurance shall be kept for the benefit of the Association, the Owners and the Mortgagees, as their interests may appear as named insureds, subject,however,to loss payment requirements established in this Declaration. 8.2 WAIVER OF CLAIM AGAINST ASSOCIATION. All policies of insurance kept by or for the benefit of the Association and the Owners must provide that the Association and the Owners waive and release all claims against one another,the Board and Declarant,to the _63_ 6393-1 1 6700\CCRS\1155418.5 12/31/13 extent of the insurance proceeds available, whether or not the insurable damage or injury is caused by the negligence or breach of any agreement by any of the Persons. 8.3 RIGHT AND DUTY OF OWNERS TO INSURE. Each Owner is responsible for insuring his personal property and all other property and Improvements on the Owner's Lot. Nothing in this Declaration precludes any Owner from carrying any public liability insurance he considers desirable; however, Owners' policies may not adversely affect or diminish any coverage under any of the Association's insurance policies. Duplicate copies of Owners' insurance policies shall be deposited with the Association on request. If any loss intended to be covered by the Association's insurance occurs and the proceeds payable are reduced due to insurance carried by any Owner, such Owner shall assign the proceeds of the Owner's insurance to the Association, to the extent of such reduction, for application to the same purposes as the reduced proceeds are to be applied. 8.4 NOTICE OF EXPIRATION REQUIREMENTS. If available, each of the Association's insurance policies must contain a provision that the policy may not be canceled, terminated, materially modified or allowed to expire by its terms, without at least ten (10) days prior written notice to the Board and Declarant, and to each Owner and Mortgagee, insurer and guarantor of a First Mortgage who has filed a written request with the carrier for such notice and every other Person in interest who requests such notice of the insurer. In addition, fidelity insurance shall provide that it may not be canceled or substantially modified without at least ten (10) days prior written notice to any insurance trustee named pursuant to Section 8.5 and to each Fannie Mae servicer who has filed a written request with the carrier for such notice. 8.5 TRUSTEE FOR POLICIES. The Association is trustee of the interests of all named insureds under the Association's insurance policies. Unless an insurance policy provides for a different procedure for filing claims, all claims must be sent to the insurance carrier or agent by certified mail and be clearly identified as a claim. The Association shall keep a record of all claims made. All insurance proceeds under any Association insurance policies must be paid to the Board as trustees. The Board has the authority to negotiate loss settlements with insurance carriers, with participation, to the extent the Board desires, of First Mortgagees who have filed written requests within ten (10) days of receipt of notice of any damage or destruction as provided in Section 9.3. The Board is authorized to make a settlement with any insurer for less than full coverage for any damage, so long as the Board acts in accordance with the standard of care established in this Declaration. Any two (2) officers of the Association may sign a loss claim form and release form in connection with the settlement of a loss claim, and such signatures are binding on all the named insureds. A representative chosen by the Board may be named as an insured, including a trustee with whom the Association may enter into an insurance trust agreement and any successor to such trustee, who shall have exclusive authority to negotiate losses under any insurance policy and to perform such other functions necessary to accomplish this purpose. 8.6 ACTIONS AS TRUSTEE. Except as otherwise specifically provided in this Declaration, the Board has the exclusive right to bind the Association and the Owners to all matters affecting insurance carried by the Association, the settlement of a loss claim, and the surrender, cancellation and modification of all such insurance. Duplicate originals or certificates of all policies of fire and casualty insurance kept by the Association and of all renewals thereof, _64_ 6393-1 1 6700\CCRS\1155418.5 12/31/13 together with proof of payment of premiums, shall be delivered by the Association to all Owners and Mortgagees who requested them in writing. 8.7 ANNUAL INSURANCE REVIEW. The Board shall review the Association's insurance policies at least annually to determine the amount of the casualty and fire insurance referred to in Section 8.1. If economically feasible, the Board shall obtain a current appraisal of the full replacement value of the Improvements on the Common Property, without deduction for depreciation, from a qualified independent insurance appraiser, before each such annual review. 8.8 REQUIRED WAIVER. All of the Association's insurance policies insuring against physical damage must provide, if reasonably possible, for waiver of: 8.8.1 Subrogation of claims against the Owners and tenants of the Owners; 8.8.2 Any defense based on coinsurance; 8.8.3 Any right of setoff, counterclaim, apportionment, proration or contribution due to other insurance not carried by the Association; 8.8.4 Any invalidity, other adverse effect or defense due to any breach of warranty or condition caused by the Association, any Owner or any tenant of any Owner, or arising from any act or omission of any named insured or the respective agents, contractors and employees of any insured; 8.8.5 Any right of the insurer to repair, rebuild or replace, and, if the Improvement is not repaired, rebuilt or replaced following loss, any right to pay under the insurance an amount less than the replacement value of the Improvements insured; 8.8.6 Notice of the assignment of any Owner of the Owner's interest in the insurance by virtue of a conveyance of any Lot; 8.8.7 Any right to require any assignment of any Mortgage to the insurer; 8.8.8 Any denial of an Owner's claim because of negligence or willful acts by the Association or other Owners; and 8.8.9 Prejudice of the insurance by any acts or omissions of Owners that are not under the Association's control. ARTICLE IX DESTRUCTION OF IMPROVEMENTS 9.1 RESTORATION OF THE COMMUNITY. Except as otherwise authorized by the Owners, if any portion of the Community which the Association is responsible for maintaining is destroyed, the Association shall restore the same to its former condition as promptly as practical and in accordance with applicable law and City codes and approvals, including plan checks, permits and fee payments. The Association shall use the proceeds of its insurance for reconstruction or repair of the Community unless otherwise authorized in this _65_ 63 93-1 16700\CCRS\I 155418.5 12/31/13 Declaration or by the Owners. The Board shall commence such reconstruction promptly. The Community shall be reconstructed or rebuilt substantially in accordance with the original construction plans if they are available, unless changes recommended by the Design Review Committee have been approved by the Owners. If the insurance proceeds amount to at least ninety percent (90%) of the estimated cost of restoration and repair, the Board shall levy a Reconstruction Assessment to provide the additional funds necessary for such reconstruction. If the insurance proceeds amount to less than ninety percent (90%) of the estimated cost of restoration and repair, the Board may levy a Reconstruction Assessment and proceed with the restoration and repair only if both of the following conditions ("Conditions To Reconstruction") have been satisfied: (a)the levy of a Reconstruction Assessment to pay the costs of restoration and repair of the Community is approved by the Owners, and (b)within one (1) year after the date on which the destruction occurred, the Board Records a certificate of the resolution authorizing the restoration and repair ("Reconstruction Certificate'. If either of the Conditions to Reconstruction does not occur following a destruction for which insurance proceeds available for restoration and repair are less than ninety percent (90%) of the estimated cost of restoration and repair,then the Board shall deposit the funds in the Operating Fund. 9.2 DAMAGE TO RESIDENCES-RECONSTRUCTION. If all or any portion of any Residence or other Improvements on a Lot is damaged or destroyed by fire or other casualty, the Owner of the damaged Lot shall rebuild, repair or reconstruct the Residence and Improvements in accordance with all applicable laws and codes and in a manner which will restore them substantially to their appearance and condition immediately before the casualty or as otherwise approved by the Design Review Committee. If all or any portion of an Owner's Lot is destroyed to such an extent that it would be impractical to restore the Lot or rebuild damaged Improvements, the Owner shall install landscaping Improvements on the Lot in accordance with Design Review Committee Guidelines. The Owner of any damaged Lot or Residence and the Design Review Committee shall proceed with all due diligence, and the Owner shall cause reconstruction or installation of landscape Improvements (as applicable) to commence within six (6) months after the damage occurs and to be completed within twelve (12) months after damage occurs, unless prevented by causes beyond such Owner's reasonable control. The transfer of a damaged Lot or a Lot with a damaged Residence to another Person will not extend the time allowed in this Section for commencement and completion of reconstruction or installation of landscape Improvements by the transferee. However, no such transferee will be required to commence or complete reconstruction or installation of landscape Improvements in less than thirty(30) days from the date the transferee acquired title to the Lot. 9.3 NOTICE TO OWNERS AND FIRST MORTGAGEES. The Board, immediately on having knowledge of any damage or destruction affecting a material portion of the Common Area owned in fee simple by the Association, shall promptly notify all Owners and Mortgagees, insurers and guarantors of First Mortgages on Lots in the Community who have filed a written request for such notice with the Board. ARTICLE X EMINENT DOMAIN The term "taking" as used in this Article means inverse condemnation by exercise of the power of eminent domain or by sale under threat of the exercise of the power of eminent domain. _66- 6393-116700\CCRS\I 155418.5 12/31/13 The Board shall represent the Owners in any proceedings, negotiations, settlements, or agreements regarding takings. All takings proceeds shall be payable to the Association for the benefit of the Owners and their Mortgagees, and shall be distributed to such Owners and Mortgagees as provided in this Article. 10.1 CONDEMNATION OF COMMON AREA. If there is a taking of the Common Area owned in fee simple by the Association, then the award in condemnation shall be paid to the Association and shall be deposited in the Operating Fund. 10.2 CONDEMNATION OF DOTS. If there is a taking of a Lot, the award in condemnation shall be paid to the Owner of the Lot; however, such award shall first be applied to the balance then due on any Mortgages encumbering such Owner's Lot, in order of priority. 10.3 NOTICE TO OWNERS AND FIRST MORTGAGEES. The Board, on learning of any condemnation proceeding affecting a material portion of the Common Area, or any threat thereof, shall promptly notify all Owners and those First Mortgagees, insurers and guarantors of First Mortgages on Lots in the Community who have filed a written request for such notice with the Association. ARTICLE XI RIGHTS OF MORTGAGEES 11.1 GENERAL PROTECTIONS. No amendment or violation of this Declaration defeats or renders invalid the rights of the Mortgagee under any Mortgage encumbering one (1) or more Lots made in good faith and for value, provided that after the foreclosure of any such Mortgage, the foreclosed Lot(s) will remain subject to this Declaration. For purposes of any provisions of the Governing Documents which require the vote or approval of a specified percentage of First Mortgagees, such vote or approval is determined based on one (1) vote for each Lot encumbered by each such First Mortgage. 11.2 ADDITIONAL RIGHTS. In order to induce the VA, FHA, Freddie Mac, Ginnie Mae and Fannie Mae to participate in the financing of the sale of Lots, the following provisions are added hereto (and to the extent these added provisions conflict with any other provisions of the Governing Documents, these added provisions control): 11.2.1 Notices. Each Mortgagee, insurer and guarantor of a Mortgage encumbering one (1) or more Lots, upon filing a written request for notification with the Board, is entitled to written notification from the Association of: (a) any condemnation or casualty loss which affects either a material portion of the Community or the Lot(s) securing the respective First Mortgage; (b) any delinquency of sixty (60) days or more in the performance of any obligation under the Governing Documents, including the payment of Assessments or charges owed by the Owner(s) of the Lot(s) securing the Mortgage, which notice each Owner hereby consents to and authorizes; and (c) a lapse, cancellation, or material modification of any policy of insurance or fidelity bond kept by the Association. 11.2.2 Right of First Refusal. Each Owner who obtains title to a Lot (including a First Mortgagee who obtains title to a Lot pursuant to (a) the remedies provided in such Mortgage, (b) foreclosure of the Mortgage, or (c) deed or assignment in lieu of foreclosure), _67_ 6393-116700\CCRS\1155418.5 12/31/13 is exempt from any "right of first refusal" created or purported to be created by the Governing Documents. 11.2.3 Unpaid Assessments. If the First Mortgagee of a Lot obtains fee title to the Lot either by foreclosure or by any other remedy provided under the Mortgage, then the Mortgagee shall take title to the Lot free and clear of any claims for unpaid Assessments or charges against the Lot to the extent the Assessments or charges accrued before the date on which the Mortgagee acquired title to the Lot. 11.2.4 Association Records. All Mortgagees, insurers and guarantors of First Mortgages, on written request to the Association, shall have the right to: (a) examine current copies of the Association's books, records and financial statements and the Governing Documents during normal business hours; (b) receive written notice of all meetings of Owners; and (c) designate in writing a representative who shall be authorized to attend all meetings of Owners. 11.2.5 Payment of Taxes. First Mortgagees may,jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against any Common Area property and may pay any overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy, for Common Area, and the Association shall immediately reimburse First Mortgagees who made such payments. 11.2.6 Intended Improvements. All intended Improvements in any Phase other than Phase 1 must be substantially completed or the completion of such Improvements must be secured by a bond or other arrangement acceptable to the BRE before the first Close of Escrow in such Phase. All intended Improvements in any Phase other than Phase I shall be substantially consistent with the Improvements in Phase I in structure, type and quality of construction. The requirements of this Section are for the benefit of and may be enforced only by Fannie Mae. 11.2.7 Contracts. The Board may enter into such contracts or agreements on behalf of the Association as are required in order to satisfy the guidelines of the VA, FHA, Freddie Mac, Ginnie Mae, Fannie Mae or any similar entity, so as to allow for the purchase, insurance or guaranty, as the case may be, by such entities of First Mortgages encumbering Lots improved with Residences. Each Owner hereby agrees that it will benefit the Association and the Owners, as a class of potential Mortgage borrowers and potential sellers of their Lots, if such agencies approve the Community as a qualifying subdivision under their respective policies, rules and regulations. Each Owner hereby authorizes his Mortgagees to furnish information to the Board concerning the status of any Mortgage encumbering a Lot. _68_ 6393-116700\CCRS\1155418.5 12/31/13 ARTICLE XII ENFORCEMENT AND DISPUTE RESOLUTION 12.1 ENFORCEMENT OF GOVERNING DOCUMENTS. All violations of the Governing Documents, except for: (a) those governed by Sections 12.2 or 12.3, or (b) those subject to the Right to Repair Law accordingly subject to resolution through the statutory non- adversarial pre-litigation process commencing at California Civil Code Section 910] and alternative dispute resolution provisions commencing at Section 12.4 below), or California Civil Code Section 1375, et seq., shall be resolved as follows: 12.1.1 Right to Enforce. The Board, the Association, the Declarant and any Owner may enforce the Governing Documents as described in this Article, subject to Sections 1363.810, et seq., and 1369.510, et seq. of the California Civil Code. Each Owner has a right of action against the Association for the Association's failure to comply with the Governing Documents. Each remedy provided for in this Declaration is cumulative and not exclusive or exhaustive. 12.1.2 Violations Identified by the Association. If the Board or the Design Review Committee determines that there is a violation of the Governing Documents, other than nonpayment of any Assessment, then the Board shall give written notice to the responsible Owner identifying (a)the condition or violation complained of, and (b)the length of time the Owner has to remedy the violation including, if appropriate, the length of time the Owner has to submit plans to the Design Review Committee and the length of time the Owner has to complete the work proposed in the plans submitted to the Design Review Committee. This requirement shall apply notwithstanding the fact that this Declaration may duplicate City ordinances or regulations. If an Owner does not perform corrective action within the allotted time, the Board, after Notice and Hearing, may remedy such condition or violation complained of, and the cost thereof shall be charged to the Owner as a Special Assessment. If the violation involves nonpayment of any Assessment, then the Board may collect such delinquent Assessment pursuant to the procedures established in Section 12.2. 12.1.3 Violations Identified by an Owner. If an Owner alleges that another Person is violating the Governing Documents (other than nonpayment of any Assessment), the complaining Owner must first submit the matter to the Board for Notice and Hearing before the complaining Owner may resort to alternative dispute resolution, as required by Section 1369.510, et seq. of the California Civil Code, or litigation for relief. 12.1.4 Legal Proceedings. Failure to comply with any of the terms of the Governing Documents by any Person is grounds for relief which may include an action to recover damages, injunctive relief, foreclosure of any lien, or any combination thereof, however, the procedures established in Sections 1363.810, et seq., and 1369.510, et seq. of the California Civil Code and in Sections 12.1.2 and 12.1.3 must first be followed, if they apply. 12.1.5 Additional Remedies. After Notice and Hearing, the Board may impose any of the remedies provided for in the Bylaws. The Board may adopt a schedule of reasonable fines or penalties which, in its reasonable discretion, the Board may assess against a Person for the failure of such Person to comply with the Governing Documents. Such fines or _69- 6393-116700\CCRS\l155418.5 12/31/13 penalties may only be assessed pursuant to Civil Code Section 1363. After Notice and Hearing, the Board may direct the officers of the Association to Record a notice of noncompliance (if allowed by law) against a Lot owned by any Owner who has violated any provision of this Declaration. The notice shall include a legal description of the Lot and shall specify the provision of this Declaration that was violated,the violation committed, and the steps required to remedy the noncompliance. Once the noncompliance is remedied or the noncomplying Owner has taken such other steps as reasonably required by the Board, the Board shall direct the officers of the Association to Record a notice that the noncompliance has been remedied. 12.1.6 No Waiver. Failure to enforce any provision of this Declaration does not waive the right to enforce that provision, or any other provision of this Declaration. 12.1.7 Limit on Expenditures. The Association may not incur litigation expenses, including attorneys' fees, or borrow money to fund litigation, where the Association initiates legal proceedings or is joined as a plaintiff in legal proceedings, unless the Association first obtains the consent of a majority of the Association's voting power (excluding the voting power of any Owner who would be a defendant in such proceedings) and, if applicable, complies with the requirements of Sections 1363.810, et seq., and 1369.510, et seq. of the California Civil Code. Such approval is not necessary if the legal proceedings are initiated (a)to enforce the use restrictions contained in Article II, (b)to enforce the architectural and landscaping control provisions contained in Article V, (c) to collect any unpaid Assessments levied pursuant to the Governing Documents, (d) for a claim, (other than a Right to Repair Law Claim) the total value of which is less than Five Hundred Thousand Dollars ($500,000), or (e) as a cross-complaint in litigation to which the Association is already a party. If the Association decides to use or transfer Reserve Funds or borrow funds to pay for any litigation, the Association must notify the Owners of the decision by mail. Such notice shall provide an explanation of why the litigation is being initiated or defended, why Operating Funds cannot be used, how and when the Reserve Funds will be replaced or the loan will be repaid, and a proposed budget for the litigation. The notice must state that the Owners have a right to review an accounting for the litigation which will be available at the Association's office. The accounting shall be updated monthly. If the Association action to incur litigation expenses or borrow money to fund litigation concerns a Right to Repair Law Claim, then the voting requirements of both Sections 4.5.2 and 12.1.7 must be met. 12.1.8 City. The City has the right, but not the obligation, to enforce any of the provisions of the Declaration. 12.2 DELINQUENT ASSESSMENTS. 12.2.1 Delinquency. Assessments are delinquent if not paid within fifteen (15) days after the due date established by the Association. Assessments not paid within thirty (30) days after the due date,plus all reasonable costs of collection (including attorneys' fees) and late charges bear interest at the maximum rate permitted by law commencing thirty (30) days after the due date until paid. The Association may also require the delinquent Owner to pay a late charge in accordance with California Civil Code Section 1366(e)(2). The Association need not accept any tender of a partial payment of an Assessment and all costs and attorneys' fees -70- 6393-116700\CCRS\1155418.5 12/31/13 attributable thereto. Acceptance of any such tender does not waive the Association's right to demand and receive full payment. 12.2.2 Creation and Release of Lien. (a) Priority of Lien. All liens levied in accordance with this Declaration shall be prior and superior to (1) any declaration of homestead Recorded after the Recordation of this Declaration, and (2) all other liens, except (A) all taxes, bonds, Assessments and other levies which, by law, would be superior thereto, and (B)the lien or charge of any First Mortgage made in good faith and for value and Recorded before the date on which the "Notice of Delinquent Assessment" (described in this Section) against the assessed Lot was Recorded. (b) Notice Before Creating Lien. Before the Association may place a lien on an Owner's Lot to collect a past due Assessment, the Association shall send written notice ("Notice of intent to Lien"), at least thirty (30) days before Recording the lien, to the Owner by certified mail which contains the following information: (1) the Association's fee and penalty procedure, (2) an itemized statement of the charges owed by the Owner, including the principal owed, any late charges, any interest, the method of calculation, and any attorneys' fees, (3) the collection practices used by the Association, (4) a statement that the Association may recover reasonable costs of collecting past due Assessments, (5) a statement that the Owner has the right to inspect the Association's records, pursuant to California Corporations Code Section 8333, (6) the following statement in 14-point boldface type or all capital letters: "IMPORTANT NOTICE: IF YOUR SEPARATE INTEREST IS PLACED IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR ASSESSMENTS, IT MAY BE SOLD WITHOUT COURT ACTION," (7) a statement that the Owner shall not be liable to pay the charges, interest and costs of collection if it is determined the Assessment was paid on time to the Association, (8) a statement that the Owner has the right to request a meeting with the Board, as provided by California Civil Code Section 1367.1(c) and Section 12.2.2(g) below, (9) a statement concerning the Owner's right to dispute the Assessment debt by submitting a written request for dispute resolution to the Association pursuant to the Association's "meet and confer" program required in California Civil Code Section 1363-810, et seq. during executive session and (10) a statement concerning the Owner's right to request alternative dispute resolution with a neutral third party pursuant to California Civil Code Section 1369.510 before the Association may initiate foreclosure against the Owner's separate interest, except that binding arbitration shall not be available if the Association intends to initiate a judicial foreclosure. (c) Dispute Resolution Before Recording Lien. Before Recording a Notice of Delinquent Assessment, the Association shall offer the Owner and, if the Owner so requests,participate in dispute resolution under the Association's "meet and confer"program. (d) Dispute Resolution Before Foreclosure. Before initiating a foreclosure for delinquent Assessments, the Association shall offer the Owner and, if the Owner so requests, shall participate in dispute resolution under the Association's "meet and confer" or alternative dispute resolution with a neutral third party. The decision to pursue resolution or a particular type of alternative dispute resolution is the Owner's choice, except that binding arbitration is not available if the Association intends to initiate a judicial foreclosure. -7 1- 6393-116700\CCRS\I 155418.5 12/31/13 (e) Board Approval. The decision to Record a Notice of Delinquent Assessment shall be made only by the Board and may not be delegated to an Association agent. The Board must approve the decision by a majority vote of the Board members in an open meeting. The Board shall record the vote in the minutes of that meeting. (f) Dispute by Owner. An Owner may dispute the Notice of Intent to Lien by submitting to the Board a written explanation of the reasons for the Owner's dispute. The Board shall respond in writing to the Owner within fifteen (15) days after the date of the postmark of the explanation, if the explanation is mailed within fifteen (15) days after the postmark of the Notice of Intent to Lien. (g) Owner's Right to Request Meeting. An Owner may submit a written request to meet with the Board to discuss a payment plan for the debt noticed in Section 12.2.2(b) above. The Association shall provide the Owner with the standards for payment plans, if any exist. The Board shall meet with the Owner in executive session within forty-five (45) days of the postmark of the request, if the request is mailed within fifteen (15) days after the date of the postmark of the Notice of Intent to Lien, unless there is no regularly scheduled Board meeting within that period, in which case the Board may designate a committee of one or more members to meet with the Owner. (h) Notice of Delinquent Assessment. The lien becomes effective on Recordation by the Board or its authorized agent of a Notice of Delinquent Assessment ("Notice of Delinquent Assessment") securing the payment of any Assessment or installment thereof levied by the Association against any Lot Owner, as provided in California Civil Code Section 1367 or 1367.L The Notice of Delinquent Assessment must identify (1) the amount of the Assessment and other authorized charges and interest, including the cost of preparing and Recording the Notice of Delinquent Assessment, (2) the amount of collection costs incurred, including reasonable attorneys' fees, (3) a sufficient description of the Lot that has been assessed, (4) the Association's name and address, (5) the name of the Owner of the Lot that has been assessed, and (6) if the lien is to be enforced by non judicial foreclosure, the name and address of the trustee authorized by the Association to enforce the lien by sale. The Notice of Delinquent Assessment must be signed by an authorized Association officer or agent and must be mailed in the manner required by California Civil Code Section 2924b to the Owner of record of the Lot no later than ten (10) calendar days after Recordation. The lien relates only to the individual Lot against which the Assessment was levied and not to the Community as a whole. (i) Service on Owner's Legal Representative. In addition to the requirements of California Civil Code Section 2924, a Notice of Delinquent Assessment shall be served by the Association on the Owner's legal representative as provided in California Code of Civil Procedure Section 415.10 and following. 0) Secondary Addresses. Upon receipt of an Owner's written request identifying a secondary address for purposes of collection notices, the Association shall send an additional copy of any Notice of Intent to Lien, Notice of Delinquent Assessment or other Notice given under Section 12.2.2 to the secondary address provided. The Association shall notify Owners of their right to submit secondary addresses to the Association, when the Association issues its pro forma operating budget under California Civil Code Section 1365. _72- 6393-116700\CCRS\l 155418.5 12/31/13 The Owner's request must be in writing and mailed to the Association in a manner which indicates the Association has received it. The Owner may identify or change a secondary address at any time, provided that, if a secondary address is identified or changed during the collection process, the Association shall only be required to send Notices to the indicated secondary address from the point the Association receives the request. (k) Exceptions. Assessments described in California Civil Code Section 1367(c) and California Code of Regulations Section 2792.26(c) may not become a lien against an Owner's Lot enforceable by the sale of the Lot under California Civil Code Sections 2924, 2924b and 2924c. (1) Release of Lien. Within twenty-one (21) days after payment of the full amount claimed in the Notice of Delinquent Assessment, or other satisfaction thereof, the Board shall cause to be Recorded a Notice of Satisfaction and Release of Lien ("Notice of Release") stating the satisfaction and release of the amount claimed. The Association shall provide the Owner with a copy of the Notice of Release or any other notice that the full amount claimed in the Notice of Delinquent Assessment has been satisfied. The Board may require the Owner to pay a reasonable charge for preparing and Recording the Notice of Release. Any purchaser or encumbrancer who has acted in good faith and extended value may rely on the Notice of Release as conclusive evidence of the full satisfaction of the sums identified as owed in the Notice of Delinquent Assessment. 12.2.3 Enforcement of Liens. The Board shall enforce the collection of amounts due under this Declaration by one (1) or more of the alternative means of relief afforded by this Declaration, subject to the restrictions in California Civil Code Section 1367.4. (a) The lien on a Lot may be enforced by foreclosure and sale of the Lot after the Owners failure to pay any Assessment, or installment thereof, as provided in this Declaration. (b) The decision to initiate foreclosure after Recording a Notice of Delinquent Assessment shall be made only by the Board and may not be delegated to an Association agent. The Board shall approve the decision by a majority vote of the Board members in an executive session. The Board shall record the vote in the minutes of the next Board meeting open to all members. The Board shall maintain the confidentiality of the Owner or Owners by identifying the matter in the minutes by the Lot number, rather than the name of the Owner or Owners. A Board vote to approve foreclosure of a lien shall take place at least 30 days before any public sale. (c) The Board shall provide notice by personal service to an Owner who occupies the Lot or to the Owner's legal representative, if the Board votes to foreclose on the Lot. The Board shall provide written notice to an Owner who does not occupy the Lot by first-class mail, postage prepaid, at the most current address shown on the Association's books. Unless the Owner provides written notification of a different mailing address to the Association, the address of the Owner's Lot may be treated as the Owner's mailing address. _73- 6393-116700\CCRS\l 155418.5 12/31/13 (d) The sale shall be conducted in accordance with the provisions of the California Civil Code applicable to the exercise of powers of sale in Mortgages, or in any manner permitted by law. The Association (or any Owner if the Association refuses to act) may sue to foreclose the lien if(1) at least thirty (30) days have elapsed since the date on which the Notice of Delinquent Assessment was Recorded, and (2) at least ten (10) days have elapsed since a copy of the Notice of Delinquent Assessment was mailed to the Owner affected thereby. The Association may bid on the Lot at foreclosure sale, using as a credit bid the amounts secured by its lien plus trustee's fees and expenses, Association funds, or funds borrowed for such purpose, and acquire and hold, lease, mortgage and convey the same. On completion of the foreclosure sale, the Association or the purchaser at the sale may file suit to secure occupancy of the defaulting Owner's Lot, and the defaulting Owner shall be required to pay the reasonable rental value for the Lot during any period of continued occupancy by the defaulting Owner or any persons claiming under the defaulting Owner. A nonjudicial foreclosure to collect delinquent Assessments shall be subject to the right of redemption within 90 days after the sale, as provided in California Civil Code Section 1367.4. (e) A suit to recover a money judgment for unpaid Assessments may be brought without foreclosing or waiving any lien securing the same, subject to the provisions of California Civil Code Section 1367.1(b), but this provision or any suit to recover a money judgment does not affirm the adequacy of money damages. Any recovery resulting from a suit at law or in equity initiated pursuant to this Section may include reasonable attorneys' fees as fixed by the court. 12.2.4 Priority of Assessment Lien. Mortgages Recorded before a Notice of Delinquent Assessment have lien priority over the Notice of Delinquent Assessment. Sale or transfer of any Lot does not affect the Assessment lien, except that the sale or transfer of any Lot pursuant to judicial or non judicial foreclosure of a First Mortgage extinguishes the lien of such Assessments as to payments which became due before such sale or transfer. No sale or transfer relieves such Lot from liens for any Assessments thereafter becoming due. No Person who obtains title to a Lot pursuant to a judicial or non judicial foreclosure of the First Mortgage is liable for the share of the Common Expenses or Assessments chargeable to such Lot which became due before the acquisition of title to the Lot by such Person. Such unpaid share of Common Expenses or Assessments is a Common Expense collectible from all Owners including such Person. The Association may take such action as is necessary to make any Assessment lien subordinate to the interests of the California Department of Veterans Affairs under its Cal-Vet loan contracts as if the Cal-Vet loan contracts were First Mortgages. 12.2.5 Alternative Dispute Resolution. An Owner may dispute the Assessments imposed by the Association as provided in this Declaration and in California Civil Code Sections 1367.1 and 1367.4. If it is determined through dispute resolution pursuant to the Association's "meet and confer" program required in this Declaration or alternative dispute resolution with a neutral third party pursuant to California Civil Code Section 13 69.5 10 that the Association Recorded a Notice of Delinquent Assessment in error, the Association shall promptly reverse all late charges, fees, interest, attorney's fees, costs of collection, costs imposed for the Notice prescribed in Section 1367.1(a), and costs of Recordation and release of the lien authorized under Section 1367.4(b) and pay all costs related to the dispute resolution or alternative dispute resolution. -74 6393-116700\CCRS\1155418.5 12/31/13 12.2.6 Receivers. In addition to the foreclosure and other remedies granted to the Association in this Declaration, each Owner, by acceptance of a deed to such Owner's Lot, conveys to the Association all of such Owner's right, title and interest in all rents, issues and profits derived from and appurtenant to such Lot, subject to the right of the Association to collect and apply such rents, issues and profits to any delinquent Assessments owed by such Owner, reserving to the Owner the right, before any default by the Owner in the payment of Assessments, to collect and retain such rents, issues and profits as they may become due and payable. On any such default, the Association may, on the expiration of thirty (30) days following delivery to the Owner of the "Notice of Delinquent Assessment" described in this Declaration, either in person, by agent or by receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness secured by the lien described in this Declaration, (a) enter in or on and take possession of the Lot or any part thereof, (b) in the Association's name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and (c) apply the same, less allowable expenses of operation, to any delinquencies of the Owner, and in such order as the Association may determine. The entering upon and taking possession of the Lot, the collection of rents, issues and profits and the application thereof, shall not cure or waive any default or notice of default under this Declaration or invalidate any act done pursuant to such notice. 12.2.7 Compliance with Law. To the extent that any provision in this Section 12.2 conflicts with the provisions of the Davis-Stirling Act (California Civil Code Section 1350, et seq.)the statutory provisions shall control. 12.3 ENFORCEMENT OF BONDED OBLIGATIONS. If (a)the Common Property Improvements in any Phase are not completed before issuance of a Final Subdivision Public Report for such Phase by the BRE, and (b)the Association is an obligee under a bond or other arrangement ("Bond") required by the BRE to secure performance of Declarant's commitment to complete such Improvements, then the following provisions of this Section will be applicable: 12.3.1 Consideration by the Board. The Board shall consider and vote on the question of action by the Association to enforce the obligations under the Bond with respect to any such Improvement for which a Notice of Completion has not been filed within sixty (60) days after the completion date specified for that Improvement in the Planned Construction Statement appended to the Bond. If the Association has given an extension in writing for the completion of any Common Property Improvement, then the Board shall be directed to consider and vote on the aforesaid question if a Notice of Completion has not been filed within thirty (30) days after the expiration of the extension. 12.3.2 Consideration by the Owners. A special meeting of Owners for the purpose of voting to override a decision by the Board not to initiate action to enforce the obligations under the Bond or on the Board's failure to consider and vote on the question shall be held no fewer than thirty-five (35) nor more than forty-five (45) days after the Board receives a petition for such a meeting signed by Owners representing five percent (5%) of the Association's total voting power. A vote of a majority of the Association's voting power (excluding Declarant) to take action to enforce the obligations under the Bond shall be deemed to be the decision of the -75- 6393-116700\CCRS\l 155418.5 12/31/13 Association, and the Board shall thereafter implement such decision by initiating and pursuing appropriate action in the Association's name. 12.4 DISPUTES WITH DECLARANT PARTIES. The following dispute resolution procedure is implemented for the Properties with the intent to avoid costly and potentially lengthy traditional court proceedings. Any dispute between the Association or any Owners, on the one hand, and the Declarant, or any director, officer, partner, shareholder, member, employee, representative, contractor, subcontractor, design professional or agent of the Declarant (each, a "Declarant Party," and collectively the "Declarant Parties"), on the other hand, is a "Dispute" that shall be resolved in accordance with the alternative dispute resolution procedures set forth below, if the Dispute: (a) Arises under this Declaration or otherwise relates to the Properties, including Right to Repair Law Claims and the Home Builder's Limited Warranty; and (b) Involves neither Common Area completion bonds, nor the collection of delinquent Assessments from Declarant; and (c) Does not involve an amount in controversy that is subject to the Small Claims Act(California Civil Procedure Sections 116.110, et seq.). The terms of this Section 12.4 shall apply to all Common Area, to the Association and all Owners. WITH RESPECT TO ALL DISPUTES, DECLARANT, THE ASSOCIATION AND ALL OWNERS SHALL COMPLY WITH THE DISPUTE RESOLUTION AND BINDING ARBITRATION PROCEDURES AND PROVISIONS SPECIFIED IN THE HOME BUILDER'S LIMITED WARRANTY, WHICH ARE GOVERNED BY TIIE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1-16). The Association and each Owner also have rights and obligations under the Right to Repair Law, which are separate from those under the Home Builder's Limited Warranty. If not resolved under the Home Builder's Limited Warranty, all Right to Repair Law Claims shall be submitted to the dispute resolution process commencing in Section 12.4.1. If a Right to Repair Law Claim is not resolved pursuant to process described in Section 12.4.1, then it shall be submitted to the binding arbitration process described in the Home Builder's Limited Warranty. 12.4.1 Nonadversarial Procedure Election (Calif. Civil Code Sections 914(a) and 910(b)). Declarant hereby notifies the Association and each Owner of the existence of the prelitigation procedures set forth in Chapter 4 of Title 7 of Part 2 of the California Civil Code at Sections 910 through 938 (the "Right to Repair Procedure', and further notifies the Association and each Owner that such procedures impact their respective legal rights. Declarant hereby notifies the Association and each Owner of its election pursuant to California Civil Code Section 914(a) to engage in the Right to Repair Procedure with respect to any formal Right to Repair Law Claim initiated by the Association (on its own behalf or in a representative claim on behalf of one or more Owners), or by an Owner. Notwithstanding the foregoing, the Association and each Owner are advised that pursuant to Section 915 of the Right to Repair Procedure, Declarant's rights include the right not to engage in the Right to Repair Procedure at any time. By accepting a deed to Common Area or to a Lot (as applicable), the Association and each -76- 6393-116700\CCRS\l 155418.5 12/31/13 Owner covenant and agree to comply with the Right to Repair Procedure, or if applicable, the ADR Procedure (defined below) in the resolution of Right to Repair Law Claims. (a) Application of Right to Repair Procedure. If a claim has been made by an Owner or the Association in compliance with California Civil Code Section 910 (a "Right to Repair Law Claim', Sections 12.4.6 and Section 12.4.7 below describe dispute resolution procedures which apply to Right to Repair Law Claims only after application of the Right to Repair Procedure. If a claim for damage to or defects in the design and/or construction of any Lot and/or claims pursuant to a Home Warranty are made by an Owner who purports that the claim(s) fall outside of the Right to Repair Law or such claims are deemed to fall outside of the Right to Repair Law by a court of law, an arbitrator or a judicial referee, then Declarant hereby adopts the Right to Repair Procedure as its pre-litigation procedures for such claims (the "ADR Procedure'. If a Right to Repair Law Claim is not resolved pursuant to the Right to Repair Procedure or the ADR Procedure, as applicable, then it shall be submitted to the binding arbitration process referenced in Section 12.4.6 below. In all cases, each parry shall be solely responsible for its own attorneys' fees. Nothing herein diminishes the rights and obligations of Owner, the Association or Declarant under the Right to Repair Procedures with respect to any Right to Repair Law Claim. (b) Termination of the Right to Repair Procedures. The Right to Repair Procedures set forth in this Section 12.4.1 shall terminate and be of no further force or effect upon the first to occur of any of the following: (a) the repeal or judicial invalidation of the Right to Repair Law, or applicable portions thereof; provided, however, for the avoidance of doubt, such repeal or judicial invalidation shall not terminate or invalidate the Right to Repair Procedure as applied to claims or disputes subject to the ADR Procedure; or (b) the expiration of all applicable statutes of limitations (including tolling periods) for the filing of any form of legal proceedings against Declarant in any way relating to or arising out of the development, construction, sale and/or transfer of any of the Common Area or Lots; or (c) the fifteenth (15th) anniversary of the date of Recordation of the Grant Deed conveying a specific Lot to the original purchaser, or the applicable Common Area to the Association, as the case may be. (c) Agent for Right to Repair Procedure Notice. The name and address of the agent for notice of claims pursuant to Section 912(e) of the California Civil Code or the ADR Procedure is: Douglas F. Bauer TRI Pointe Homes, Inc. 19520 Jamboree Road, Suite 200 Irvine, CA 92612 12.4.2 Delivery of Documents. Declarant has delivered to each original Owner of a Lot (with respect to the Lot), and to the Association(with respect to Common Area), certain documents including, without limitation, all Maintenance Guidelines and all manufactured product maintenance, preventative maintenance and limited warranty information and/or any Acknowledgement and Receipt of Notice Regarding Manufactured Products Warranties and Maintenance Information (and any written supplements or amendments to any of the foregoing referenced in subsections 12.4.2(a) and 12.4.2(b) below). Pursuant to California Civil Code Section 912(h), each Owner shall provide all such documents, together with a copy of the Right to Repair Law (Title 7 of Part 2 of the California Civil Code) to any subsequent purchaser of the Lot. -77- 6393-116700\CCRS\1155418.5 12/31/13 (a) Maintenance Guidelines and Maintenance Obligations. The documents delivered by Declarant to the Association and to each Owner include Maintenance Guidelines, which provide preventative maintenance schedules and obligations pertaining to the Lot or Common Property. Notwithstanding the foregoing, Declarant reserves the right, by written notice to Owners and the Association (as applicable), to supplement and/or amend the Maintenance Guidelines from time to time. By law, Owners and the Association are obligated to follow the Maintenance Guidelines, and all other reasonable maintenance and preventative maintenance schedules and obligations communicated in writing by Declarant, as well as all commonly accepted maintenance practices. By accepting a deed to a Lot, each Owner and the Association is deemed to covenant to faithfully follow all Maintenance Guidelines, and other maintenance and preventative maintenance schedules and obligations applicable to the Lot or Common Property (and each Owner shall require and cause the same of any tenant or lessee of the Owner's Lot). (b) Manufactured Products Maintenance and Limited Warranty Information. The documents delivered by Declarant to the Association and to each Owner also include certain manufactured product maintenance, preventative maintenance and limited warranty information. Notwithstanding the foregoing, Declarant reserves the right, by written notice to the Association or to each Owner (as applicable), to supplement and/or amend such manufactured product maintenance, preventative maintenance and limited warranty information from time to time. By law, Owners and the Association are obligated to follow all reasonable maintenance and preventative maintenance schedules and obligations communicated in writing from Declarant as well as all commonly accepted maintenance practices. By accepting a deed to a Lot or Common Property, each Owner and the Association is deemed to covenant to faithfully follow all such maintenance and preventative maintenance schedules and obligations contained in all such manufactured product maintenance, preventative maintenance and limited warranty information (and each Owner shall require and cause any tenant or lessee of the Owner's Lot to follow all such schedules and obligations). (c) Indemnification. The Association and each Owner covenant to indemnify, defend and hold Declarant (and all other Declarant Parties) harmless from any loss, costs or damages arising from the failure or refusal to perform its respective obligations under this Section. 12.4.3 Home Builder's Limited Warranty. Declarant presently intends, but shall not have any obligation whatsoever, to extend a Home Builder's Limited Warranty (the "Home Builder's Limited Warranty") to the original purchaser from Declarant of a Lot in the Properties. If Declarant extends a Home Builder's Limited Warranty to such original purchaser, a copy of the form of the Home Builder's Limited Warranty for the particular Lot will be available from Professional Warranty Service Corporation, P.O. Box 800, Annandale, VA 22003-0800. Every original purchaser and every successive Owner of such Lot shall be bound by and be a beneficiary of the Home Builder's Limited Warranty during the "Warranty Period" as defined in the Home Builder's Limited Warranty (and as generally summarized below). Any Dispute (as defined above), shall be resolved as provided in Section 12.4.6 below. Nothing in the Home Builder's Limited Warranty or any other document provided by Declarant in conjunction with the original sale of a Lot in the Properties diminishes any rights or obligations the original purchaser (or any successive Owner) or the Declarant may have under _78_ 6393-116700\CCRS\1155418.5 12/31/13 the Right to Repair Law. The Home Builder's Limited Warranty does not constitute either an "enhanced protection agreement" under California Civil Code Section 901 or alternative nonadversarial contractual provisions under California Civil Code Section 914. (a) Warranty Period under the Home Builder's Limited Warranty. The Warranty Period of the Home Builder's Limited Warranty for a particular Lot is set forth in the Limited Warranty Validation Form included with the Home Builder's Limited Warranty. The subsequent resale of the Lot will not extend the Warranty Period. (b) Coverage Limits for Dwellings. The coverage limits under the Home Builder's Limited Warranty for the dwelling are set forth in the Limited Warranty Validation Form included with the Home Builder's Limited Warranty. 12.4.4 Common Area Limited Warranty. Declarant presently intends, but shall not have any obligation whatsoever, to extend to the Association a Home Builder's Limited Warranty applicable to some or all of the Common Area transferred by the Declarant to the Owners (the "Common Area Warranty'. If Declarant extends a Common Area Warranty to the Association, a copy of the form of the Common Area Warranty for the respective Common Area will be available from Professional Warranty Service Corporation, P.O. Box 800, Annandale, VA 22003-0800. The provisions of the Common Area Warranty shall apply during the Warranty Period as defined in the Common Area Warranty and summarized below to the respective Common Area transferred to the Association subject to a Common Area Warranty. Nothing in the Common Area Warranty or any other document provided by Declarant in conjunction with the original transfer of any Common Area to the Association diminishes any rights or obligations the Association (or any successive transferee) or the Declarant may have under the Right to Repair Law. The Common Area Warranty does not constitute either an "enhanced protection agreement" under California Civil Code Section 901 or alternative nonadversarial contractual provisions under California Civil Code Section 914. (a) Warranty Period under the Common Area Warranty. The Warranty Period under the Common Area Warranty is set forth in the Limited Warranty Validation Form included with the Common Area Warranty. 12.4.5 Disclaimer and Waiver Of Warranties and Other Rights. SAVE AND EXCEPT FOR THE ONE-YEAR EXPRESS FIT AND FINISH LIMITED WARRANTY PROVIDED BY DECLARANT TO ORIGINAL PURCHASERS OF LOTS IN ACCORDANCE WITH CALIFORNIA CIVIL CODE SECTION 900, THE HOME BUILDER'S LIMITED WARRANTY, IF ISSUED BY DECLARANT, IS THE ONLY WARRANTY, EXPRESS OR IMPLIED, THAT IS MADE BY DECLARANT WITH REGARD TO THE LOT AND IMPROVEMENTS. DECLARANT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS REGARDING EITHER LATENT OR PATENT DEFECTS IN THE LOT, OR ANY COMPONENTS THEREOF, OR FIXTURES OR PERSONAL PROPERTY INSTALLED THEREIN, OR AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, OR QUALITY THEREOF, AND TO THE FULLEST EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS. THE HOME BUILDER'S LIMITED -79- 6393-116700\CCRS\1155418.5 12/31/13 WARRANTY DOES NOT COVER INCIDENTAL, CONSEQUENTIAL OR SECONDARY DAMAGES, NOR DOES IT COVER DAMAGES FOR BODILY INJURY. SIMILARLY, ANY COMMON AREA WARRANTY THAT IS ISSUED BY DECLARANT TO THE ASSOCIATION REGARDING SPECIFIED COMMON AREA IS THE ONLY WARRANTY THAT IS MADE BY DECLARANT WITH REGARD TO THE COMMON AREA. DECLARANT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS REGARDING EITHER LATENT OR PATENT DEFECTS IN THE COMMON AREA, OR ANY COMPONENTS THEREOF, OR FIXTURES OR PERSONAL PROPERTY INSTALLED THEREIN, OR AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, OR QUALITY THEREOF, AND TO THE FULLEST EXTENT ALLOWED BY LAW, EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS. THE COMMON AREA WARRANTY DOES NOT COVER INCIDENTAL, CONSEQUENTIAL OR SECONDARY DAMAGES, NOR DOES IT COVER DAMAGES FOR BODILY INJURY. 12.4.6 Arbitration of Disputes. Notwithstanding any other dispute resolution provisions set forth in this Declaration, all Disputes during the Warranty Period between any of the Declarant Parties and the original purchaser of a Lot in the Properties, (or any successive Owner of such Lot), which arise out of, or relate to, this Declaration or the Properties, including, without limitation, (i) the interpretation and/or enforcement of the Governing Documents; (ii) damage to or defects in the design and/or construction of any Lot and/or the Common Area; (iii) damage to the Lots which arises out of, or is integrally related to, any damage to or defect in the Common Area; (iv) claims pursuant to a Home Warranty; or (v) claims pursuant to a Common Area Warranty (collectively, the "Subject Disputes") shall be resolved in accordance with the arbitration provision of the Home Warranty or Common Area Warranty (as applicable). Should the binding arbitration provisions be ruled invalid, unenforceable or otherwise not applicable to a dispute between any of the Declarant Parties and the original purchaser, or any successive Owner, the dispute shall be resolved in accordance with the alternative dispute resolution provisions set forth in Section 12.4.7 below. Similarly, all disputes during the Warranty Period between any of the Declarant Parties and the Association regarding any Common Area that is subject to a Common Area Warranty shall be resolved by binding arbitration as provided in the Common Area Warranty, and shall be subject to the limitations on statutory and common law rights and remedies set forth in the Common Area Warranty. Should the binding arbitration provisions be ruled invalid, unenforceable or otherwise not applicable to a dispute between any of the Declarant Parties and the Association, the dispute shall be resolved in accordance with the alternative dispute resolution procedures set forth in Section 12.4.7 below. 12.4.7 Secondary Dispute Resolution Process; Judicial Reference. TO THE EXTENT ANY OF THE DISPUTE RESOLUTION AND ARBITRATION PROCEDURES AND PROVISIONS SPECIFIED IN THE HOME BUILDER'S LIMITED WARRANTY ARE DETERMINED TO BE INVALID, INAPPLICABLE OR UNENFORCEABLE IN WHOLE OR IN MATERIAL PART PREVENTING THEIR USE, THEN THE DECLARANT AND EACH OWNER AND THE ASSOCIATION SHALL COMPLY WITH THE DISPUTE RESOLUTION PROCEDURES AND PROVISIONS SET FORTH IN THIS SECTION AND SUBMIT THE MATTER FOR RESOLUTION TO A _80_ 6393-116700vCCRSv1155418.5 12/31/13 GENERAL JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638-645.1, INCLUSIVE, OR ANY SUCCESSOR STATUTES OR MODIFICATION TO SAME. It is the desire and intention of the parties to agree upon a mechanism and procedure under which any controversy or dispute arising out of this Agreement, the Lot, Common Area, or the Properties will be resolved in a prompt and expeditious manner. All parties shall use the procedures adopted by JAMS for judicial reference (or any other entity offering judicial reference dispute resolution procedures as may be mutually acceptable to the parties), provided that the rules and procedures set forth in this Section 12.4.7 shall apply in all cases unless the parties agree otherwise. Disputes regarding only delinquent Assessments, and disputes with Declarant regarding only the release of completion bonds for the Common Area, shall proceed directly to civil litigation. Unless the parties mutually agree otherwise, the following rules and procedures shall apply in all cases: (a) Costs of Judicial Reference. Any fee to initiate the judicial reference proceedings shall be paid by Declarant; provided however, the costs and fees, including any initiation fee, of such proceeding shall ultimately be borne as determined by the referee. Each party shall bear his own attorneys' fees as his sole cost and expense. (b) Location of the Proceedings. The venue of the proceedings shall be in the County in which the Properties are located, unless the parties agree to a different location. (c) Selection of the Referee. Within ten (10) days of receipt by any party of a written request to resolve any dispute between them pursuant to this Section, the parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a finding and judgment on such issues. The referee must be a neutral and impartial retired judge with substantial experience in relevant matters. If the parties are unable to agree upon a referee within such ten (10)-day period, then any party may thereafter seek to have a referee appointed under the California Code of Civil Procedure Sections 638 and 640. If the referee is appointed by the Court, the referee shall be a retired judge from JAMS/ENDISPUTE, INC., the American Arbitration Association or similar mediation/arbitration entity. In appointing the referee, the referee may be challenged for any of the grounds listed in Section 641 of the California Code of Civil Procedure. (d) Powers of the Referee. The referee shall have the power to decide all issues of fact and law and report his decision on such issues, and to issue all recognized remedies available at law or in equity for any cause of action that is before the referee. (e) Discovery. The parties shall be entitled to discovery and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge. In the context of construction defect disputes, all parties consent to and/or are entitled to reasonable site inspections, visual inspections, destructive testing and other discovery mechanisms commonly employed in such disputes. (f) Rulings. The general reference proceeding shall be conducted in accordance with California law(including the rules of evidence), and in all regards the referee 6393-116700\CCRS\1155418.5 12/31/13 shall follow California law as applicable at the time of the general reference proceeding. The referee may issue any remedy or relief that the courts of the State of California could issue if presented the same circumstances, and the referee shall follow and otherwise employ the standards for issuing such relief as defined by California law. The referee may require one or more pre-hearing conferences. A stenographic record of the trial shall be made. The referee's statement of decision shall contain findings of fact and conclusions of law to the extent applicable. The referee shall have the authority to rule on all post-hearing motions in the same manner as a trial judge. The statement of decision of the referee upon all of the issues considered by the referee is binding upon the parties, and upon filing the statement of decision with the clerk of any court of the State of California having jurisdiction thereof, or with the judge if there is no clerk,judgment may be entered thereon. The judgment and decision of the referee shall be appealable in the same manner and subject to the same rules as if rendered by the court. (g) Third Parties. If a Dispute involves parties other than those listed above, this provision shall be interpreted to bring those third-party disputes into the dispute resolution procedures prescribed herein to the extent permitted by law. All parties shall cooperate in good faith to ensure that all necessary and appropriate parties are included in the proceeding. Declarant shall not be required to participate in the proceeding if all parties against whom Declarant has necessary or permissive cross-claims or counterclaims, including without limitation other Declarant Parties, will not or cannot be joined in the proceeding such that Declarant may be forced to litigate in two separate forums or may suffer inconsistent rulings. (h) Cooperation by the Parties. The parties shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms of this Section. 12.4.8 Association's Authorization to Initiate Proceedings. The Board, for and on behalf of the Association, is authorized and empowered to initiate, defend, participate in, pay costs and expenses incurred in connection with, and settle any mediation, arbitration, administrative and/or judicial proceedings regarding any of the Subject Disputes or any other disputes. Any recovery by the Association or any Owner for any damage to, or defect in, Common Area shall be utilized solely for the purpose of correcting such damage or defect. The Board shall have the authority to perform any act reasonably necessary to resolve any dispute through alternative dispute resolution ("ADR") proceedings. Without limiting the generality of the foregoing, the Board and each Owner covenants and agrees to comply with the mandatory ADR requirements set forth in Section 5925 of the California Civil Code, as same may be amended from time to time. 12.4.9 Special Meeting of the Association for Disputes Regarding Construction Defects. In the event the Board decides to commence binding arbitration proceedings under an applicable Warranty as provided in this Article or decides to commence any other legal proceedings against any of the Declarant Parties relating to an alleged defect in the design or construction of any Residence or of the Common Area, the Secretary shall call a special meeting of the Association. In addition to the information required by California Civil Code Section 6000 to be specified in the notice of such meeting, the notice shall also specify the following: (1) the estimated costs to repair the defects; (ii) how the necessary repairs will be -82_ 6393-116700\CCRS\1155418.5 12/31/13 funded; (iii)the name of the attorney whom the Association is contemplating retaining and an estimate of the attorney's fees, consultant's fees and any other costs to be incurred to prosecute such proceedings; (iv) how such fees and costs will be funded; (v) each Owner's duty to disclose to prospective purchasers the alleged defects; and (vi) the potential impact the proceedings may have on the marketability and availability of financing for Lots in the Properties. Such notice shall be sent to all Members of the Association. The decision of the Board to commence binding arbitration proceedings under an applicable Warranty as provided in this Article or to commence any other legal proceedings against any of the Declarant Parties relating to an alleged defect in the design or construction of any Improvements in the Properties must be approved by not less than fifty-one percent (51%) of the voting power of the Association residing in Members other than the Declarant. 12.4.10 California Civil Code Section 5925. The parties to any and all disputes that are subject to California Civil Code Section 5925 shall comply with the prelitigation requirements of that Section prior to initiating judicial reference proceedings pursuant to Section 12.4.7 above or any other adversarial dispute resolution procedure. 12.4.11 Severability. If any provision of this Article, including, without limitation, the dispute resolution provisions, is for any reason held to be invalid, unenforceable or contrary to any public policy, law or ordinance, then the remainder of the provisions shall not be affected thereby and shall remain valid and fully enforceable. 12.4.12 Amendments. The provisions of this Article may not be amended without the prior express written consent of Declarant until either (i) such time as all statutes of limitations for all causes of action relating to any alleged damage to or defects in the design and/or construction of all of the Lots have expired; or (ii) the fifteenth (15th) anniversary of the Close of Escrow for the last Lot to a retail buyer pursuant to a transaction requiring the issuance by the BRE of a Final Subdivision Public Report or a Limited Term Subdivision Public Report, whichever occurs last. 12.4.13 Statutes of Limitation. Nothing in this Section 12.4 shall be considered to toll, stay, reduce or extend any applicable statute of limitations; provided, however, that Declarant, the Declarant Parties, the Association and any Owner may commence a legal action which in the good faith determination of that Person is necessary to preserve that Person's rights under any applicable statute of limitations so long as no further steps in processing the action are taken except those authorized in this Section 12.4. 12.4.14 Covenant Regarding Proceeds. If the Association or any Owner prevail in a Dispute or Right to Repair Law Claim, and the judgment thereon or settlement terms thereof includes a monetary award, then the proceeds of the award shall be first applied to the remediation of the condition that gave rise to the Dispute or Right to Repair Law Claim. 12.5 WAIVER OF TRIAL BY JURY. IN FURTHERANCE OF THE PARTIES' AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION OR JUDICIAL REFERENCE, DECLARANT, THE ASSOCIATION AND EACH OWNER WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CONTROVERSY OR DISPUTE DESCRIBED _83- 6393-116700\CCRS\1155418.5 12/31/13 HEREIN. THESE WAIVERS SHALL BE READ AS BROADLY AS POSSIBLE AND SHALL EXTEND TO ALL DISPUTES EXCEPT AS OTHERWISE PROVIDED HEREIN. ARTICLE XIII DURATION AND AMENDMENT 13.1 DURATION. This Declaration shall continue in full force unless a declaration of termination satisfying the requirements of an amendment to this Declaration established in Section 13.2 is Recorded. 13.2 TERMINATION AND AMENDMENT. 13.2.1 Amendment Approval. Notice of the subject matter of a proposed amendment to this Declaration, a Notice of Addition or a Supplemental Declaration in reasonably detailed form must be included in the notice of any Association meeting or election at which a proposed amendment is to be considered. To be effective, a proposed amendment(other than amendment or termination by Declarant as described in Section 13.2.7(a) or minor corrections by Declarant or by the Board, as described in Sections 13.2.7(b) or 13.2.8 respectively) must be adopted by the vote, in person or by proxy, or written consent of Owners representing not less than (a) sixty-seven percent (67%) of the voting power of each Class of the Association and (b) sixty-seven percent (67%) of the Association's voting power represented by Owners other than Declarant. If, however, the provision being considered for amendment requires amendment approval by a higher percentage of the voting power than that specified in this Section, then the proposed amendment shall not be adopted unless approved by such higher percentage of the voting power. 13.2.2 Mortgagee Consent. In addition to the consents required by Section 13.2.1, the Mortgagees of fifty-one percent (51%) of the First Mortgages on all the Lots in the Community who have requested the Association notify them of proposed action requiring the consent of a specified percentage of First Mortgagees must approve any amendment which is of a material nature, as follows: (a) Any amendment which affects or purports to affect the validity or priority of Mortgages or the rights or protection granted to Mortgagees, insurers or guarantors of First Mortgages. (b) Any amendment which would require a Mortgagee after it has acquired a Lot through foreclosure to pay more than its proportionate share of any unpaid Assessment or Assessments accruing before such foreclosure. (c) Any amendment which would or could result in a Mortgage being canceled by forfeiture, or in a Lot not being separately assessed for tax purposes. (d) Any amendment relating to (i)the insurance provisions in Article VIII, (ii)the application of insurance proceeds in Article IX, or(iii) the disposition of any money received in any taking under condemnation proceedings. -84- 6393-116700\CCRS\1155418.5 12/31/13 (e) Any amendment which would restrict an Owner's right to sell or transfer his or her Lot. (f) Any amendment which would subject any Owner to a right of first refusal or other such restriction, if such Lot is proposed to be transferred. 13.2.3 Amendment of Right to Repair Law Provisions. Except for any amendment made by Declarant as authorized in Section 13.2.7, neither this Section 13.2.3 nor Sections 1.1.42, 1.1.66, 1.1.67, 2.1.1, 2.1.2, 2.1.3, 3.19, 4.2.8, 4.5, 12.1.7, 12.4, 13.2.7, 13.2.8 or 15.6 may be amended without the prior written approval of Declarant until the expiration of all applicable statutes of limitation or repose for the filing of a complaint or suit or other legal remedies against Declarant or its affiliates under the Right to Repair Law (including tolling periods). 13.2.4 Termination Approval. Termination of this Declaration requires approval of the Owners as provided in Section 13.2.1, and until the expiration of all applicable statutes of limitation or repose for the filing of a complaint or suit or other legal remedies against Declarant or its affiliates under the Right to Repair Law (including tolling periods), the prior written approval of Declarant. 13.2.5 Notice to Mortgagees. Each Mortgagee of a First Mortgage on a Lot in the Community which receives proper written notice of a proposed amendment or termination of this Declaration, any Notice of Addition or any Supplemental Declaration with a return receipt requested is deemed to have approved the amendment or termination if the Mortgagee fails to submit a response to the notice within thirty(30) days after the Mortgagee receives the notice. 13.2.6 Certificate. A copy of each amendment must be certified by at least two (2) Association officers. The amendment becomes effective when a Certificate of Amendment is Recorded. The certificate, signed and sworn to by two (2) Association officers that the requisite number of Owners and Mortgagees have approved the amendment, when Recorded, is conclusive evidence of that fact. The Association shall keep in its files for at least four (4) years the record of all such approvals. The certificate reflecting any termination or amendment which requires the written consent of any of the Mortgagees of First Mortgages must include a certification that the requisite approval of such First Mortgagees was obtained. 13.2.7 Amendment or Termination by Declarant. (a) Before First Closing. Notwithstanding any other provisions in this Article, (i) Declarant may unilaterally amend or terminate this Declaration for any purpose, until the first Close of Escrow in the Community, and (ii) Declarant may unilaterally amend or terminate a Notice of Addition or Supplemental Declaration for any purpose, until the first Close of Escrow in the real property affected by the Notice of Addition or Supplemental Declaration to be amended or terminated. Amendment or termination shall not be effective until Declarant has Recorded in the Official Records an instrument signed and acknowledged by Declarant. (b) Minor Corrections. Notwithstanding any other provisions of this Article, Declarant (as long as Declarant owns any portion of the Community or the Annexable Territory) may unilaterally amend this Declaration, a Notice of Addition or a _85_ 6393-116700\CCRS\1155418.5 12/31/13 Supplemental Declaration by Recording a written instrument signed by Declarant to: (1) conform this Declaration or any Notice of Addition or Supplemental Declaration to the rules, regulations or requirements of FHFA, VA, FHA, BRE, Fannie Mae, Ginnie Mae, Freddie Mac, or the County or City, (2) amend, replace or substitute any exhibit to correct typographical or engineering errors, (3) include any exhibit that was inadvertently omitted at the time of Recording, (4) comply with any City, County, State or Federal laws or regulations, (5) correct typographical errors, (6) supplement this Declaration with provisions which pertain to rights and obligations of Declarant, the Association or Owners arising under the Right to Repair Law, (7)re-Phase any portion of the Community, and (8) change any exhibit or portion of an exhibit to conform to as-built conditions. Nothing in this Section 13.2.7 may be amended or terminated without the prior written approval of Declarant. 13.2.8 Minor Corrections by the Board. The Board may amend this Declaration, a Notice of Addition or a Supplemental Declaration for the reasons stated in parts (2), (3), (4), (5), or (8) of Section 13.2.7(b) above by Recording a written instrument signed by two officers of the Association certifying that the Board approved the amendment for the purposes described therein. However, until the end of all applicable statutes of limitation or repose for the filing of a complaint or suit or other legal remedies against Declarant or its affiliates under the Right to Repair Law (including tolling periods), the Board must obtain the prior written approval of Declarant to any amendment approved by the Board, or any other amendment by the Board or Association that affects the rights of Declarant under the Right to Repair Law, this Declaration or any Supplemental Declaration or Notice of Addition, or for any amendment by the Board concerning matters discussed in Article III or Article XV. 13.2.9 Amendments Requiring City Approval. Proposed amendments to any provision in this Declaration that is required by the City shall be submitted for review to the Planning/Community Development Director or designee, and shall be approved by the City Attorney and the City Council prior to the amendments being valid. No later than the date that is thirty (30) calendar days after its receipt of a proposed amendment, the City shall deliver written notice of its approval or disapproval of the proposed amendment to the party who delivered the proposed amendment to the City. If the City fails to deliver such written notice within such 30- calendar day period,the City shall be deemed to have approved the proposed amendment. ARTICLE XIV GENERAL PROVISIONS 14.1 MERGERS OR CONSOLIDATIONS. In a merger or consolidation of the Association with another association,the property, rights and obligations of the Association may, by operation of law, be transferred to another surviving or consolidated association or, alternatively, the property, rights and obligations of another association may, by operation of law, be added to the property, rights and obligations of the Association as a surviving corporation pursuant to a merger. The surviving or consolidated association may administer and enforce the covenants, conditions and restrictions established by this Declaration governing the Community, together with the covenants and restrictions established on any other property, as one (1)plan. -86_ 6393-116700\CCRS\1155418.5 12/31/13 14.2 NO PUBLIC RIGHT OR DEDICATION. Nothing in this Declaration is a gift or dedication of all or any part of the Community to the public, or for any public use. 14.3 NOTICES. Except as otherwise provided in this Declaration, notice to be given to an Owner must be in writing and may be delivered personally to the Owner. Personal delivery of such notice to one (1) or more co-Owners, or any general partner of a partnership owning a Lot, constitutes delivery to all Owners. Personal delivery of such notice to any officer or agent for the service of process on a corporation or limited liability company constitutes delivery to the corporation or limited liability company. Such notice may also be delivered by regular United States mail, postage prepaid, addressed to the Owner at the most recent address furnished by such Owner to the Association or, if no such address has been furnished, to the street address of such Owner's Lot. Such notice is deemed delivered three (3) business days after the time of such mailing, except for notice of a meeting of Owners or of the Board, in which case the notice provisions of the Bylaws control. Any notice to be given to the Association may be delivered personally to any member of the Board, or sent by United States mail,postage prepaid, addressed to the Association at such address as may be fixed and circulated to all Owners. 14.4 CONSTRUCTIVE NOTICE AND ACCEPTANCE. Every Person who owns, occupies or acquires any right, title, estate or interest in or to any Lot or other portion of the Community consents and agrees to every limit, restriction, easement, reservation, condition and covenant contained in this Declaration, whether or not any reference to these restrictions is in the instrument by which such Person acquired an interest in the Community. As soon as practicable before sale or transfer of title to a Lot or other separate interest in the Community or execution of a real property sales contract therefor, the Owner of the Lot or other separate interest shall provide to the purchaser copies of the Governing Documents listed in California Civil Code Section 1368(a) and its successor statutes. ARTICLE XV DECLARANT'S RIGHTS AND RESERVATIONS If there is a conflict between any other portion of the Governing Documents and this Article,this Article shall control. 15.1 CONSTRUCTION RIGHTS. Until Declarant no longer owns any portion of the Community or the Annexable Territory, Declarant has the right, without obtaining the approval of the Association, to (a) subdivide or re-subdivide the portions of the Community owned by Declarant, (b) complete or modify Improvements in the Common Area, or in any portion of the Community or Annexable Territory that is owned or leased solely or partially by Declarant, (c) alter Improvements and Declarant's construction plans and designs, (d) modify Declarant's development plan for the Community and the Annexable Territory, including designating and redesignating Phases, reshaping the Lots and Common Area, and constructing dwellings of larger or smaller sizes, values, and of different types, (e) modify, extend, postpone or terminate the annexation of any or all of the Annexable Territory, or the completion of the Community, for any purpose, including changed economic conditions, changes in Declarant's business plans or other factors determined by Declarant in its sole discretion, and (f) construct additional or different Improvements, all as Declarant considers advisable in the course of development of the Community. Declarant may temporarily erect barriers, close off and restrict _87- 6393-116700\CCRS\1155418.5 12/31/13 access to portions of the Common Area as reasonably necessary to allow Declarant to exercise the rights reserved in this Section so long as an Owner's access to that Owner's Lot is not eliminated. 15.2 SALES AND MARKETING RIGHTS. Declarant shall have the following rights related to sales and marketing, all of which may be exercised unilaterally by Declarant in Declarant's sole discretion. The rights reserved in this Section will terminate on the date of the last Close of Escrow for sale of a Lot in the Community and Annexable Territory. 15.2.1 Marketing and Sales Facilities. Declarant's rights under this Declaration include the right to install and maintain such structures, displays, signs, billboards, flags and sales offices in the Community, and the right to use any land, Lots or mobile homes owned or leased by Declarant in the Community for model home purposes, or for the operation of real estate sales offices or leasing offices, all as may be reasonably necessary to conduct the business of completing construction and disposing of the Lots by sale, resale, lease or otherwise. 15.2.2 Use of Common Area. Declarant reserves for its benefit, and for the benefit of its prospective purchasers of Lots who are entitled to the nonexclusive use of the Common Area owned in fee simple by the Association, without further cost for access, ingress, egress, use or enjoyment, the right to (a) show the Community to prospective purchasers, (b) dispose of the Community as provided in this Declaration, and (c) develop and sell the Annexable Territory. Declarant, its employees, agents and prospective purchasers are also entitled to the nonexclusive use of private streets, drives and walkways for ingress, egress and vehicle parking as necessary in connection with the marketing and sale of the Lots. Neither Declarant, nor its employees, agents nor prospective purchasers shall make any use of the Common Area that will unreasonably interfere with the use and enjoyment thereof by the Owners. 15.3 CREATING ADDITIONAL EASEMENTS. At any time before the Close of Escrow for a Lot, Declarant reserves the right to establish on that Lot additional licenses, easements, reservations and rights-of-way to itself, to utility companies, or to others as Declarant determines are reasonably necessary to the proper development and disposal of the Community and Annexable Territory. 15.4 ARCHITECTURAL RIGHTS. Declarant and any Person to whom Declarant may assign all or a portion of its exemption under this Declaration need not seek or obtain Design Review Committee approval of any Improvements constructed anywhere on the Community by Declarant or such Person. Declarant may exclude portions of the Community from jurisdiction of the Design Review Committee in the applicable Notice of Addition or Supplemental Declaration. Declarant, may, at its option, establish an additional design review committee for any area exempted from the jurisdiction of the Design Review Committee. 15.5 DEVELOPER EXEMPTION. Declarant is exempt from the application of Article II of this Declaration and from all other restrictions on the use and enjoyment of real property and all maintenance covenants that are established for Owners under this Declaration, or in a Notice of Addition, a Supplemental Declaration or in any other Governing Documents, -88- 6393-116700\CCRS\1155418.5 12/31/13 except to the extent that a particular provision expressly includes Declarant among the parties covered thereby. 15.6 ASSIGNMENT OF RIGHTS. Declarant may assign any or all of its rights and exemptions under this Article XV, and any other Declarant rights, exemptions, appointment powers, veto powers or easements in the Governing Documents to any successor in interest to any portion of Declarant's interest in the Community by a Recorded written assignment. 15.7 AMENDMENT. No amendment may be made to this Article without the prior written approval of Declarant. 15.8 POWER OF ATTORNEY. Each Owner of a Lot in the Community, by accepting a deed to a Lot, shall be deemed to have (a) agreed and acknowledged that the Owners own no interest in the Annexable Territory which may be developed, if at all, by Declarant in its sole and absolute discretion and (b) constituted and irrevocably appointed Declarant, for so long as Declarant owns all or any portion of the Annexable Territory, as his Attorney-in-Fact, for himself and each of his Mortgagees, optionees, grantees, licensees, trustees, receivers, lessees, tenants, judgment creditors, heirs, legatees, devisees, administrators, executors, legal representatives, successors and assigns, whether voluntary or involuntary, and thereby to have conveyed a Power of Attorney coupled with an interest to Declarant as his Attorney in Fact to prepare, execute, acknowledge and Record any instrument for all or any portion of the Annexable Territory. However, nothing set forth herein shall be deemed or construed as an agreement by Declarant that any Owner shall be entitled to any participation in or discretion over the preparation and Recordation of an instrument for all or any portion of the Annexable Territory. The acceptance or creation of any Mortgage or other encumbrance, whether or not voluntary, created in good faith, or given for value, shall be deemed to be accepted or created subject to each of the terms and conditions of the Power of Attorney described in this Section. 15.9 PARTICIPATION IN ASSOCIATION. The Association shall provide Declarant with written notice of the transfer of any Lot and all notices and other documents to which a Mortgagee is entitled pursuant to this Declaration, provided that Declarant shall not be required to make written request for such notices and other documents. Commencing on the date on which Declarant no longer has a representative on the Board, the Association shall provide Declarant with written notice of all meetings of the Board that any Owner is entitled to attend (each, an "Open Meeting") as if Declarant were an Owner, and Declarant shall be entitled to have a representative ("Declarant's Representative") present at all Open Meetings. However, the Board has the power to withhold information from the Declarant's Representative and to exclude the Declarant's Representative from any Open Meeting or portion thereof if, in the good faith judgment of the Board, access to such information or attendance at the Open Meeting would adversely affect the attorney-client privilege between the Association and its counsel or if, in the good faith judgment of the Board, access to such information or attendance at an Open Meeting would not be in the best interest of the Association or the Owners. The Declarant's Representative shall not be entitled to attend executive sessions of the Board. The Declarant's Representative will attend any Open Meeting it is permitted to attend in an observer capacity only, and it shall not have any right to vote on matters coming before the Board or Owners. Declarant's Representative shall be entitled to receive copies of the minutes of all Open Meetings. The Declarant's rights to receive written notice of meetings and to have a Declarant's _89_ 6393-116700vCCRSvl 155418.5 12/31/13 Representative present at such meeting shall continue until the later of the date that is ten (10) years after the first Close of Escrow in the Community, or the date of expiration of all applicable statutes of limitations or repose for the filing of a complaint or suit or other legal remedies against Declarant under the Right to Repair Law(including any tolling periods). 15.10 DECLARANT APPROVAL OF ACTIONS. 15.10.1 General Rights. Until Declarant no longer owns a portion of the Community or the Annexable Territory, Declarant's prior written approval is required for any amendment to the Governing Documents which would impair or diminish Declarant's right to complete the Community or the Annexable Territory or sell or lease dwellings therein. 15.10.2 Limit on Actions. Until the expiration of all applicable statutes of limitations or repose for the filing of a complaint or suit or other legal remedies against Declarant under the Right to Repair Law (including any tolling periods), the following actions, before being undertaken by the Association, must first be approved in writing by Declarant: (a) Any amendment or action requiring the approval of First Mortgagees; (b) The annexation to the Community of real property other than the Annexable Territory pursuant to Section 16.2; (c) The levy of a Capital Improvement Assessment for the construction of new facilities not constructed on the Common Area by Declarant; (d) Any significant reduction of Association maintenance or other services; or (e) Any modification or termination of any provision of the Governing Documents benefiting Declarant. 15.11 MARKETING NAME. The Community shall be marketed under the general name "Truewind." Declarant may change the marketing name of the Community or designate a different marketing name for any Phase at any time in Declarant's sole discretion. Declarant shall notify the BRE of any change in or addition to the marketing name or names of the Community or any Phase. ARTICLE XVI ANNEXATION OF ADDITIONAL PROPERTY Additional real property may be annexed to the Community and become subject to this Declaration by any of the following methods: 16.1 ADDITIONS BY DECLARANT. Declarant may add the Annexable Territory to the Community and bring such added territory under the general plan of this Declaration without the approval of the Association, the Board, or Owners, so long as Declarant owns any _90_ 6393-1 1 6700\CCRS\1155418.5 12/31/13 portion of the Annexable Territory. No amendment may be made to this Section 16.1 without the prior written approval of Declarant 16.2 OTHER ADDITIONS. Additional real property may be annexed to the Community and brought under the general plan of this Declaration upon the approval by vote or written consent of Members entitled to exercise no less than two-thirds (2/3) of the Association's voting power. 16.3 RIGHTS AND OBLIGATIONS-ADDED TERRITORY. Subject to the provisions of Section 16.4, when a Notice of Addition containing the provisions required by Section 16.4 is Recorded, all provisions in this Declaration will apply to the real property described in such Notice of Addition (the "Added Territory") in the same manner as if the real property were originally covered by this Declaration. Thereafter, the rights, powers and responsibilities of the Owners, lessees and occupants of Lots in the Added Territory, as well as in the property originally subject to this Declaration, will be the same as if the Added Territory were originally covered by this Declaration. After the first day of the month following the first Close of Escrow in the Added Territory,the Owners of Lots located in the Added Territory shall share in the payment of Assessments to the Association to meet Common Expenses of the Community. Voting rights attributable to the Lots in the Added Territory may not be exercised until Annual Assessments have commenced on such Lots. 16.4 NOTICE OF ADDITION. The additions authorized under Sections 16.1 and 16.2 must be made by Recording in Official Records a Notice of Addition against the real property to be added to the coverage of this Declaration. The Notice of Addition must (a) reference by instrument number this Declaration and the date of its Recordation, (b) describe with specificity the Added Territory, (c) state that this Declaration shall apply to the Added Territory, (d) describe the land use designations in the Added Territory, and (e) identify Lots in the Added Territory that are subject to any Special Benefit Area. The Notice of Addition for any addition under Section 16.1 must be signed by Declarant. The Notice of Addition for any addition under Section 16.2 must be signed by at least two (2) officers of the Association to certify that the Owner approval required under Section 16.2 was obtained. On Recordation of the Notice of Addition, the Added Territory will be annexed to and constitute a part of the Community and it will become subject to this Declaration. Subject to Section 16.3, the Owners of Lots in the Added Territory will automatically acquire Membership in the Association. No Notice of Addition or Supplemental Declaration may revoke the covenants, conditions, restrictions, reservation of easements, or equitable servitudes in this Declaration as the same pertain to the real property originally covered by this Declaration. 16.5 DE-ANNEXATION AND AMENDMENT. In addition to the rights to amend or terminate a Notice of Addition granted elsewhere in this Declaration or in a Notice of Addition, Declarant may also amend a Notice of Addition for purposes other than those described in Section 13.2.7 or delete all or a portion of a Phase from coverage of this Declaration and the Association's jurisdiction so long as Declarant is the owner of all of such Phase and provided that (a) an amending instrument or a Notice of Deletion of Territory, as applicable, is Recorded in the same manner as the applicable Notice of Addition was Recorded, (b) Declarant has not exercised any Association vote with respect to any portion of such Phase, (c) Assessments have not yet commenced with respect to any portion of such Phase, (d) Close of _91_ 6393-116700\CCRS\1155418.5 12/31/13 Escrow has not occurred for the sale of any Lot in such Phase, and (e) the Association has not made any expenditures or incurred any obligations with respect to any portion of such Phase. No amendment may be made to this Section 16.5 without the prior written approval of Declarant. SIGNATURES ON FOLL 0 WJNG PA GEJ _92_ 6393-116700vCCRSv1155418.5 12/31/13 [SIGNATUREPAGETODECLARATIONOFCOVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATIONOFEASEMENTS] This Declaration is dated for identification purposes , 2013. TRI Pointe Homes, Inc., a Delaware corporation By: Print Name: Title: APPROVED AS TO FORM JENNIFER McGRATH,City Auarwy By: � /�,/ � Print Name: By PvA D' MJW y Title: Assistant City Attarney Declarant STATE OF CALIFORNIA COUNTY OF On , before me, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same.in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: (SEAL) _93_ 6393-1 1 6700\CCRS\1155418.5 12/31/13 [SIGNA TURE PA GE TO DECLARA TION OF CO VENANTS, CONDITIONSAAD RESTRICTIONSAND RESERVATION OF EASEMENTS] This Declaration is dated for identification purposes / 41'ar66 f 20/Y TRI Pointe Homes, Inc., a Delaware corporation By: /l Print Name: -�� nA s G--. Title: �J�cf- 'r2S'�c1�✓� 1-7 By: Print Name: mi C4AaeSZ- A . C Vl1i l � Title: V i C-e Declarant STATE OF CALIFORNIA COUNTY OF �VGt►` On Ma ,?--0 14-; before me, l T l O wn Ft' (here insert name and title of the officer) — � ` l C 11Yiypersonally appeared -,— who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand ar�d official seal. �KELLYJ.WILLIS Con# 1986732 z Notary Public-California z Orange County f � fib Comm.Expires Jul 30.2016 Signature: , % V\ (SEAL) 1 -93- 6393-116700\CURS\1155418.5 12/31/13 i `I I SUBORDINATION The undersigned, as Beneficiary of the beneficial interest in and under that certain Deed of Trust dated July 18, 2013, and recorded on July 22, 2013, as Instrument No. 2013000436239, in the Official Records of Orange County, California(the "Deed of Trust"), which Deed of Trust is by and between TRI Pointe Homes, Inc., a Delaware corporation, as Trustor, and First American Title Insurance Company, as Trustee, and U.S. National Bank Association, d/b/a/ Housing Capital Company, as Beneficiary, expressly subordinates said Deed of Trust and its beneficial interest thereunder to the foregoing Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association, as amended or restated ("Declaration"), to any Notice of Addition of Territory recorded pursuant to the provisions of Article XVI of the Declaration, as amended or restated ("Notice"), any Supplemental Declaration, as amended or restated, and to all easements to be conveyed to the Association in accordance with the Declaration, any Notice and any Supplemental Declaration. By executing this Subordination, the undersigned agrees that should the undersigned acquire title to all or any portion of the Community by foreclosure (whether judicial or nonjudicial), deed-in-lieu of foreclosure or any other remedy in or relating to the Deed of Trust, the undersigned will acquire I. title subject to the provisions of the Declaration, any applicable Notice and any applicable Supplemental Declaration, which shall remain in full force and effect. i Dated: March , 2014 U.S. Bank National Association By: i Print Name: 1&s �'•�/�� r'-, Title; Se-z r 'nai. CA � I NOTARIAL ACKNOTVLEDGNIENT ONFOLLOW,fNG PAGEI l f t 6393-1 l 6700\CCRS\l 155418.5 12/31/13 STATE OF CALIFORNIA COUNTY OF f On 1 .�1 - h' , before me, �'VI I Uf+ mi iy C �UlAS . ►`lbbft u O tit,G - (here insert name and title of the offie r personally appeared � 5 'Q'"LLann who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that C&A executed the same in lis r authorized capacity, and that byCs` rr signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. i SHELLYMARIE C. LUCAS WITNESS my hand and official seal. Commission#2009671 z .d� Notary Public-California z z Orange County My Comm.Expires Mar 3.2017 Signature: 34�" 1(�I -LI C�'IPA,:::I= (SEAL) I I i f i It t z f I I I 6393-116700\CCRS\1155418.5 1201/13 EXHIBIT A LEGAL DESCRIPTION OF ANNEXABLE TERRITORY All that certain real property located in the City of Huntington Beach, County of Orange, State of California, more particularly described as follows: Tract No. 17239, as shown on a Subdivision Map, filed on , 2013, in Book , at Pages to , in Miscellaneous Maps, in the Office of the Orange County Recorder, California; excepting Phase 1 therefrom. 6393-116700\CCRS\1155418.5 12/31/13 EXHIBIT B ARTICLES OF INCORPORATION OF THE ASSOCIATION 6393-116700\CCRS\1155418.5 12/31/13 ARTICLES OF INCORPORATION OF TRUEWIND COMMUNITY ASSOCIATION ONE: The name of this corporation ("Corporation" herein) is Truewind Community Association. TWO: This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. THREE: The Corporation's initial agent for service of process is FOUR.: The Corporation's sheet and mailing address is FIVE: The Corporation shall have and exercise any and all powers,rights and privileges which a corporation organized under the Nonprofit Mutual Benefit Corporation Law may now or hereafter have or exercise,provided that the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of the Corporation, which is to operate a homeowners Corporation within the meaning of Section 23701t of the California Revenue and Taxation Code and Section 528 of the Internal Revenue Code and to manage a common interest development under the Davis-Stirling Common Interest Development Act. The Corporation does not have a corporate office. The common interest development is near the intersection of Yorktown Avenue and Magnolia Street in Huntington Beach, California 92648. SIX: The classes of Membership and the voting and other rights and privileges of Members shall be as set forth in the Bylaws. So long as two classes of Membership make up the voting power of the Corporation, the amendment of these Articles of Incorporation shall require the assent (by vote or written consent) of (i) a bare majority of the Board of Directors of the Corporation, and (ii)Members representing a bare majority of the voting power of each class of Members. After conversion of the Class B Membership to Class A Membership, amendment of these Articles of Incorporation shall require the assent (by vote or written consent) of(i) a bare majority of the Board of Directors of the Corporation, (ii)Members representing a bare majority of the total voting power of the Members, and (iii)Members representing a bare majority of the voting power of the Members other than the subdivider of the Properties. Notwithstanding the foregoing, the percentage of voting power required to amend a specific clause of these Articles shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. SEVEN: The Corporation has no managing agent. The undersigned, who is the incorporator of the Corporation, has executed these Articles of Incorporation on ,201_. Incorporator 6393-11670011179882.1 12/5/13 EXHIBIT C BYLAWS OF THE ASSOCIATION 6393-116700\CCRS\l 155418.5 12/31/13 BYLAWS OF TRUE WIND COMMUNITY ASSOCIATION 6393-1167001BYLA WS\l 179697.1 1215/13 2005 MPTUD TABLE OF CONTENTS BYLAWS OF TRUEWINID COMMUNITY ASSOCIATION Page ARTICLEI PLAN OF OWNERSI-11P.................................................................................. 1 1.1 Definitions and Interpretation........................................................................... 1 1.2 Name and Principal Office................................................................................ 1 1.3 Application........................................................................................................ I ARTICLE II BOARD OF DIRECTORS ............................................................................... 1 2.1 Number of Directors ......................................................................................... 1 2.2 Qualifications for Holding Office..................................................................... 1 2.3 Election.............................................................................................................3 2.4 Term of Office...................................................................................................3 2.5 Vacancies..........................................................................................................4 2.6 Removal of Directors........................................................................................5 2.7 Compensation....................................................................................................5. 2.8 Meetings of the Board.......................................................................................5 2.9 Committees .......................................................................................................8 2.10 General Powers and Duties............................................................................... 8 2.11 Powers and Duties; limitations ....................................................................... 10 2.12 Distribution of Information.............................................................................. 11 ARTICLEIII OFFICERS...................................................................................................... 17 3.1 Enumeration of Officers.................................................................................. 17 3.2 Election of Officers......................................................................................... 17 3.3 Removal of Officers........................................................................................ 17 3.4 Compensation.................................................................................................. 17 3.5 President.......................................................................................................... 18 3.6 Vice President................................................................................................. 18 3.7 Secretary.......................................................................................................... 18 3.8 Treasurel•......................................................................................................... 18 ARTICLEIV OWNERS........................................................................................................ 18 6393-116700\BY1..AWS\1179697.1 12/5113 TABLE OF CONTENTS (continued) Page 4.1 Owner Voting Rights...................................................................................... 18 4.2 Owner Meetings.............................................................................................. 19 4.3 Record Dates...................................................................................................21 4.4 Action Without Meeting .................................................................................22 ARTICLEV AMENDMENTS ............................................................................................22 ARTICLEVI MISCELLANEOUS .......................................................................................22 6.1 Vote to initiate Right to Repair Law Claim....................................................22 6.2 Checks,Drafts and Documents.......................................................................23 6.3 Conflicts..........................................................................................................23 6.4 Execution of Documents.................................................................................23 6.5 Availability of Association Documents..........................................................23 6.6 Fiscal Year......................................................................................................24 6.7 Statutory and Regulatory References..............................................................24 ARTICLE VII NOTICE AND HEARING PROCEDURE.....................................................24 7.1 Initial Complaint.............................................................................................24 7.2 Scheduling Hearings .......................................................................................24 7.3 Conduct of Hearing.........................................................................................25 7.4 Imposition of Sanctions ..................................................................................25 7.5 Limits on Remedies ........................................................................................25 CERTIFICATE OF SECRETARY 6393-11 G70MYLAR'S11179697.1 1215/13 BYLAWS OF TRUEWIND COMMUNITY ASSOCIATION ARTICLE I PLAN OF OWNERSHIP 1.1 DEFINITIONS AND INTERPRETATION. Unless otherwise provided in these Bylaws,the capitalized terms used in these Bylaws have the meanings they are given in the Declaration of Covenants, Conditions, Restrictions and Reservation of Easements for Truewind Community Association(the "Declaration'%which was Recorded in the Official Records of the County against the, Community. These Bylaws shall be interpreted in accordance with Section 1.2 of the Declaration. Capitalized terms not defined herein shall have the meaning provided in the Declaration. 1.2 NAME AND PRINCIPAL OFFICE. The name of the Association is Truewind Community Association. The principal office of the Association, if any, shall be located in the County or such other location as the Board may designate. 1.3 APPLICATION. These Bylaws apply to the residential planned development known as Truewind, located in the County. All Persons who use the facilities of the Community in any manner, are subject to the regulations in these Bylaws and in the Declaration. Use of any Lot in the Community signifies acceptance and ratification of these Bylaws. ARTICLE H BOARD OF DIRECTORS 2.1 NUMBER OF DIRECTORS. 2.1.1 Interim Directors. Until the first annual meeting of the Owners, the Association's property, business and affairs shall be governed and managed by a Board of Directors composed of three (3) persons appointed by Declarant to serve as interim Directors until Directors are elected at the fast annual meeting of the Owners. 2.1.2 Elected Directors. Beginning with the first annual meeting of the Owners, the Association's property, business and affairs shall be governed and managed by a Board of Directors composed of three (3) persons elected or appointed at the first annual meeting. The authorized number of Directors may be changed by a duly adopted amendment to these Bylaws. 2.2 QUALIFICATIONS FOR HOLDING OFFICE. Each Director, except for those initially appointed by Declarant to serve as interim Directors until the first annual meeting, must be (a)an Owner who meets the qualifications in this Section 2.2, or (b) an agent of Declarant (as long as Declarant owns any portion of the Community), or (c) appointed to office by exercise of the Board Appointment Right as defined in Section 4.4.4 of the Declaration. _1_ 6393-1167001BYLA Wsi1179697.1 12/5/13 2.2.1 Candidacy Requirements for Owners. Owners who meet the following criteria are qualified to be elected to the Board of Directors: (a) The Owner must be in compliance with the Governing Documents for the three (3) months immediately preceding the date of the election at which the Owner is being considered for election to the Board of Directors. To be in compliance, the Owner must correct, within five (5) days of receipt of notice, any violation of the Governing Documents for which the Owner has been determined to be responsible pursuant to applicable due process requirements; (b) The Owner must be current in the payment of all Assessments for the three (3) months immediately preceding the date of the election at which the Owner is being considered for election to the Board of Directors; and (c) The Owner must not be related by blood or marriage to or reside in the same household with any other Board member. 2.2.2 Incumbent Requirements. To remain qualified to serve on the Board of Directors, an Owner who has been elected to the Board of Directors must: (a) Not be absent from more than three (3) consecutive regularly scheduled meetings of the Board; (b) Attend at least seventy-five percent (75%) of the Board meetings held during the year and attend the entire meeting each time; (c) Comply with every duly approved action of the Board; (d) Comply with the Governing Documents and correct, within five (5) days after receipt of notice, any violation of the Governing Documents for which that Director has been determined to be responsible pursuant to applicable due process requirements; (e) Not be more than three (3) months in arrears in the payment of any Assessment; (1) Exhibit respect,professionalism and courteous behavior to other Directors, Owners, committee members, vendors, the Manager and its staff, and any other Persons associated with or retained by the Association; (g) Be at all times an Owner in good standing; (h) Refuse any type of gain, such as money, services, products, gifts or gratuities of a significant value, as determined by a majority vote of the Directors who meet all of the required qualifications to serve as such, which gain is offered in relation to the Owner's service as a Director. In addition, the Owner must disclose such offers at an open meeting of the Board. Compensation for services duly approved by the Board and unrelated to duties as a Director or Officer of the Association, and reimbursement of expenses associated -2- 6393-1167001BYLAWS11179697.1 1215/13 with services to the Association, do not constitute prohibited gain within the meaning of this subsection, and (i) Not act in a manner determined by a majority vote of the Directors to be grossly detrimental to the general safety,health or welfare of the Association and its members. 2.3 ELECTION. 2.3.1 General ]Procedure. On the date of the first annual meeting of the Owners, the offices of the three (3) interim Directors shall be deemed to be vacant, and the Members of the Association(including Declarant) shall elect new Directors to fill all Board seats not filled by Declarant appointees as described below. At each annual meeting thereafter (as described in Section 4.2), new Directors shall be elected or appointed (as applicable) to fill vacancies on the Board. If an annual meeting is not held, or all vacancies on the Board are not filled at the annual meeting, vacancies may be filled in accordance with the procedure for filling vacancies set forth in Section 2.5. 2.3.2 Voting. Voting shall be by secret written ballot. An Owner may cumulate his votes for any candidate for the Board in any election in which more than two (2) Directors are to be elected if(a) the candidate's name has been placed in nomination before the voting takes place, and (b)the Owner has given notice at the meeting before the voting of such Owner's intent to cumulate votes. If an Owner cumulates his votes, such Owner may cast a number of votes equal to the Owner's share of the voting power multiplied by the number of Directors to be elected. If any one Owner has given this notice, all Owners may cumulate their votes for candidates in nomination. 2.3.3 Special Election Requirement. So long as either (a)Declarant is entitled to exercise its Board Appointment Right, or (b)Declarant is entitled to exercise a majority of the Association's voting power, at least one (1) of the members of the Board must be elected solely by the votes of Owners other than Declarant. Furthermore, until expiration of the Board Appointment Right, Declarant shall not cast any Class A or Class B vote to elect any Director. 2.4 TERM OF OFFICE. Each Director shall hold office until the earlier to occur of (a)the end of the Director's terra of office after a successor has been elected, or (b)his death, resignation, removal or judicial adjudication of mental incompetence. At the first annual meeting, the terra of office of the two (2) Directors receiving the highest number of votes shall be three (3) years and the term of office of the Director receiving the next highest number of votes shall be two (2) years. At the first annual meeting, Directors who are appointed by exercise of Declarant's Board Appointment Right shall be deemed to have received the highest number of votes. Thereafter, new Directors shall be elected or appointed to fill any vacancies. The term of office of each Director elected to fill a vacancy created by expiration of a Director's term of office shall be two (2) years. The term of office of each Director elected or appointed to the Board for any other reason shall be the balance of the unserved term. Any person serving as a Director may be reelected. There is no limit on the number of terms which a Director may serve. 6393-116700\13YLAWS\i 179697.1 1215/13 2.4.1 'Perm for Appointee Directors. Notwithstanding anything in these Bylaws to the contrary,all Directors appointed at any time by exercise of the Board Appointment Right shall serve until the earlier of: (a) Removal of the Director by Declarant; (b) The date of the appointed Director's death or resignation from the Board of Directors; (c) The date that is three (3)years after the date on which the Board Appointment Right expires; or (d) The date on which Declarant no longer owns any portion of the Community or Annexable Territory. 2.5 VACANCIES. 2.5.1 Deemed Vacancies. A vacancy on the Board is deemed to exist in case of death, resignation, removal or judicial adjudication of mental incompetence of any Director or if the Owners fail to elect the fiill number of authorized Directors at any meeting at which a Directors election is to take place. 2.5.2 Declared Vacancies. Subject to Section 2.6.2, the Board by amajority vote of the Directors who meet all of the requirements for incumbent directors in Section 2.2.2 above, may declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of the Director's current term of office. 2.5.3 Agents of Declarant. Notwithstanding anything in these Bylaws to the contrary, the office of any Director who is an employee or other agent of the Declarant shall be deemed to be vacant on the date on which the Director ceases to be an employee or agent of Declarant. Until termination of the Deelarant's Board Appointment Right, a vacancy in the office of any Declarant-appointed Director shall be filled only by another Declarant appointee. 2.5.4 Replacement. Vacancies in elected seats on the Board caused by any reason other than the removal of a Director by the Board or by the Owners may be filled by either (a) a vote of a majority of the remaining Directors, even though they may constitute less than a quorum, or (b) by vote of the Owners at a meeting, and any vacancy caused by the removal of a Director must be filled by a vote of the Owners. However, if a seat held by a Declarant appointee is vacated,then Declarant shall have the sole right to appoint a replacement Director to the vacant seat until the earlier of: (a) The date that is three (3) years after the date on which the Board Appointment Right expires; or (b) The date on which Declarant no longer owns any portion of the Community or Annexable Territory. -4_ 6393-116700113YLAWSU 179697.1 1215113 2.6 REMOVAL OF DIRECTORS. 2.6.1 Generally. At any meeting of the Owners, any individual Director or the entire Board may, subject to Section 2.5.4 above, be removed before the expiration of their terms of office with or without cause by the vote of Owners representing a majority of the Association's voting power (including votes attributable to Declarant). However, if the entire Board is not removed as a group pursuant to a single vote, no individual Director may be removed if the number of votes cast against removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of Directors authorized at the time of the Director's most recent election were then being elected. Any Director whose removal has been proposed by the Owners must be given an opportunity to be heard at the meeting. If any Directors are removed, new Directors may be elected at the same meeting. 2.6.2 Restrictions on Removal Powers. Notwithstanding anything in these Bylaws to the contrary, any Director elected to office solely by the votes of Owners other than Declarant pursuant to Section 2.3.3 may be removed only by the vote of at least a simple majority of the Association's voting power represented by Owners other than Declarant. Any Director appointed by Declarant may only be removed by Declarant, and the vacancy filled only by a Director appointed by Declarant, or elected by the votes of Declarant (as applicable) until the earlier of. (a) T1ie date that is three (3)years after the date on which the Board Appointment Right expires;or (b) The date on which Declarant no longer owns any portion of the Community or Annexable Territory. 2.6.3 Removal for Failure to Qualify. The Board, by a majority vote of Directors who meet all the qualifications for Directors in Section 2.2, may declare vacant the office of any Director who was not appointed by Declarant or elected by the votes of Declarant if such Director fails to meet the requirements of Section 2.2. 2.7 COMPENSATION. Directors may not receive any compensation for their services as Directors unless such compensation is first approved by Owners representing at least a majority of the Association's voting power. However, (a)nothing in these Bylaws precludes any Director fiom serving the Association in some other capacity and receiving compensation therefor, and (b) any Director may be reimbursed for actual expenses incurred in performance of Association duties, and (c)no agent, officer, employee or director of Declarant or any affiliate of Declarant may receive any compensation from the Association for service as a Director of the Association. 2.8 MEETINGS OF THE BOARD. Except in certain emergency situations described below,the Directors may not take action on any item of business outside of a meeting. 2.8.1 Conduct of Meeting; Attendees. Any meeting of the Board may be conducted by teleconference at which a majority of the Directors are connected by electronic means, through audio or video or both, with at least one physical location so that the Members 6393-116700\BYLAWS\1179697.1 1215113 may attend and at least one Director, or person designated by the Board, is present at that location, and so long as the requirements for attendance and participation of Directors and Members at the meeting under the CID Act and the California Corporations Code are met. In these cases, all Directors who participate in a meeting by any of these methods will be deemed to be present in person at the meeting. 2.8.2 Regular Meetings. Regular meetings may be held at such time and place fixed fiom time to time by resolution adopted by a majority of a quorum of the Directors. The meeting place shall ordinarily be within the Community or as near as possible to the Community, but the Board may elect to hold a meeting at the Manager's corporate offices if such location is determined to be reasonable in the Board's business judgment. Regular meetings shall be conducted as frequently as the business of the Board justifies, but in no event may regular meetings be held any less frequently than quarterly. Each Director and the Members shall be given notice of the time and place of regular meetings of the Board not less than four(4) days before the date of the meeting, except in the case of an emergency meeting or a meeting that will be solely held in executive session(as described below). 2.8.3 Special Meetings. Special meetings may be called by the President or by any two (2) Directors other than the President. Notice of the time and place of special meetings of the Board shall be posted and communicated in the manner prescribed for regular meetings, but it shall be sent to all Directors not less than seventy-two (72) hours prior to the scheduled time of the special meeting. Such notice is not required to be sent to any Director who has signed a waiver of notice or a written consent to holding of the meeting. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. 2.8.4 Executive Sessions. Any Member of the Association may attend meetings of the Board, except when the Board adjourns to executive session to consider litigation, matters relating to the formation of contracts with third parties, Member discipline, personnel matters, or to meet with a Member, upon the Member's request, regarding the Member's payment of Assessments, as specified in California Civil Code Section 5665. The Board shall meet in executive session, if requested by a Member who may be subject to a fine, penalty, or other form of discipline, and the Member shall be entitled to attend the executive session. Except as expressly permitted in this Section, only Directors, the Association's counsel and the Association's consultants may attend executive sessions. Except for an emergency meeting, Members shall be given notice of the time and place of a meeting that will be held solely in executive session at least two (2) days prior to the meeting, pursuant to the means of giving notice described below. Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership. 2.8.5 Emergency Meetings of the Board. If there are circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the Board and which of necessity make it impractical to provide notice to the Members,then an emergency meeting of the Board may be called by the President or any two other members of the Board without providing notice to the Members. Electronic transmissions may be used as a method of conducting an emergency meeting if all Directors consent in writing to that action and the written consents are filed with the minutes of the meeting. Written consent to conduct an -6- 6393-116700U3YL.AWS\1179697.1 1215113 emergency meeting may be transmitted electronically. Emergency meetings must comply with all applicable provisions of California Civil Code Section 4910(b)(2). 2.8.6 Organizational Meeting for New Board. The first regular "organizational"meeting of a newly elected Board must be held within ten (10) days of election of the Board, at such place as is fixed and announced by the Directors at the meeting at which such Directors were elected, to organize, elect officers and transact other business. No prior notice of such meeting is required for the newly elected Directors so long as (a) a majority of the whole Board is present at the meeting of the Owners when the time and place for the organizational meeting are announced, and (b)the organizational meeting is held on the same day and at the same place as the meeting of the Owners at which the newly constituted Board was elected. 2.8.7 Other Meetings. Any congregation of a majority of the Directors at the same time and place,_and any teleconference at which a majority of the Directors are connected at different locations by electronic means, through audio or video or both, to hear, discuss or deliberate on any item of business that is within the authority of the Board, shall constitute a meeting of the Board. All Owners shall have the right to attend any regular, special or other meeting of the Board, except an executive session as described above. Owners who are not Directors may not participate in any deliberation or discussion at such meetings unless authorized by a vote of a majority of a quorum of the Board. However, at each Board meeting, except for executive sessions, the Board must set aside time for Owners to speak, subject to reasonable limits imposed by the Board. 2.8.8 Form of Notice to Owners. Notice of a meeting of the Board shall be given by posting in a prominent place or places in the Common Area and by mail to any Member who requested notification of meetings by mail at the address requested by the Member. Notice may also be given by mail, by delivery to each Lot, by newsletter or similar means of communication, or, with the consent of the Member, by electronic means. Notice of a meeting need not be given to any Director who has signed a waiver of notice or written consent to holding of the meeting. 2.8.9 Waiver of Notice. Before or after any meeting of the Board, any Director may, in writing, waive personal notice of such meeting. Attendance by a Director at any Board meeting waives the requirement of personal notice. If all Directors are present at a Board meeting, no notice to Directors is required and any business may be transacted at such meeting. The transactions of any Board meeting, however called and noticed or wherever held, are valid as though had at a meeting duly held after regular call and notice, if(a) a quorurn is present, (b) notice to the Owners of such meeting was posted as provided in Sections 2.9.2 and 2.8.3, and (c) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. The Secretary shall file all such waivers, consents and approvals with the Association's records or make them a part of the minutes of the meeting. 2.9.10 Quorum and Adjournment. Except as otherwise expressly provided in these Bylaws, at all meetings of the Board, a majority of the Directors constitutes a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at _7_ 6393-11670MYLAWS\1 179697.1 12/5/13 which a quorum is present are the acts of the Board. At any meeting of the Board when less than a quorum is present, the majority of those present may adjourn the meeting to another time. At any such reconvened meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice if a quorum is present. 2.9 COMMITTEES. The Board may by resolution establish such committees as it desires, and may establish the purposes and powers of each such committee created. The resolution establishing the committee must (a)provide for the appointment of its members and a chairman, (b) state the purposes of the committee, and (c)provide for reports, termination and other administrative matters as the Board considers appropriate. 2.10 GENERAL, POWERS AND DUTIES. Subject to the limits described in Section 2.11, the Declaration and under applicable law governing homeowners associations, the Association has the general powers of a nonprofit mutual benefit corporation organized under California law, to the extent necessary to administer its affairs. All the Association's powers shall be exercised by the Board except those powers specifically reserved to the Owners. The powers and duties of the Association include the following; 2.10.1 Enforcement. The power and duty to enforce applicable provisions of the Governing Documents, and the power to initiate and execute disciplinary proceedings against Members for violations of the Governing Documents in accordance with procedures set forth in the Governing Documents. Such powers include the power to impose sanctions and fines against Owners for violations of the Governing Documents. 2.10.2 Payment of Taxes. Payment of taxes and assessments which are, or could become, a lien on any property owned by the Association. 2.103 Assessments. The power and duty to fix and levy Assessments and identify the due date for payment of Assessments. The Board may incur Common Expenses. The Association's fiends shall be held in trust for the Owners. 2.10.4 Insurance. The power and duty to contract and pay for casualty, liability and other insurance on behalf of the Association in accordance with the Declaration. The insurance shall provide coverage against such damages or injuries as the Board considers advisable (which coverage may include medical expenses of persons injured on the Common Property). The Board shall review, not less frequently than annually, all insurance policies and bonds obtained by the Board on the Association's behalf. 2.10.5 Obtaining Goods and Services. Subject to the limitations on contracts set forth in Section 2.11.3 below, the power to contract for goods and services for the Common Property or for the Association, including (a) contracts for maintenance, landscaping and common utilities services, (b) contracts for materials and supplies necessary for the operation and maintenance of the Common Property, (c) contracts to obtain the services of personnel necessary to operate and manage the Community, including management, legal and accounting services, and (d)contracts to pay the cost of construction, maintenance, repair, removal and replacement of Improvements on the Common Property. 6393-1167001BYLAWS11179697.1 12/5113 2.10.6 Delegation. The power but not the duty to delegate its powers to committees, officers and employees of the Association as authorized under the Governing Documents. 2.10.7 Rules and Regulations. The power and duty to formulate rules of operation of the Common Property. 2.10.8 Budgets and Financial Reporting. The power and duty to prepare budgets and financial statements for the Association as prescribed in the Governing Documents. 2.10.9 Right of Entry. The power to enter upon any privately-owned Lot as necessary in connection with construction, maintenance or emergency repair for the benefit of the Common Property or the Owners in common. 2.10.10 Filling Vacancies. The power and duty to fill vacancies on the Board except for a vacancy created by the removal of a Director. 2.10.11 Officers, Agents and Employees. The power and duty to select, appoint and remove all Association officers, agents and employees,to prescribe such powers and duties for them as may be consistent with law and with the Governing Documents, to fix their compensation, to require from them such security for faithful service as the Board considers advisable, and to contract to provide them with such indemnification as the Board determines is appropriate. 2.10.12 Bylaws. The power and duty to adopt these Bylaws. 2.10.13 Records. The power and duty to keep a complete record of Association acts and corporate affairs. 2.10.14 Manager. The power to engage a professional Manager for the Association at a compensation established by the Board to perform such duties and services as the Board authorizes. 2.10.15 Agreements with Declarant. The power but not the duty to negotiate and enter into agreements with Declarant subject to applicable restrictions in the Governing Documents. 2.10.16 Principal Office,Place of Meetings, Seal. The power but not the duty to move the Association's principal office from one location to another in the County; to designate any place in the County for holding any meetings of Owners consistent with the provisions of Section 4.2.4; and to adopt and use a corporate seal and to alter the form of such seal. 2.10.17 Rules for Elections; Inspector of Elections. The power and duty to adopt rules governing elections in accordance with the procedures prescribed in California Civil Code Section 5105(a), and the power and duty to select an independent inspector of election in accordance with California Civil Code Section 5110. _9- 6393-116700V3YLAW5U 179697.1 12/5/13 2.11 POWERS AND 1DUTIES; LIMITATIONS. Without limiting the scope of the Board's general powers and duties,the Board is granted the following powers and duties: 2.11.1 Sale or other Transfer of Property. The power but not the duty to sell property of the Association. Approval fiom Owners representing at least a majority of the Association's voting power must be obtained before property of the Association having an aggregate fair market value greater than five percent (5%) of the Association's budgeted gross expenses for the Fiscal Year is sold in a single Fiscal Year. 2.11.2 Capital Improvement Expenditures. The power to incur expenditures for capital improvements to the Common Property. Approval fiom a majority of the Owners (excluding Declarant), representing a quorum of more than fifty percent (50%) of non-Declarant votes, must be obtained before the Association incurs, in any Fiscal Year, aggregate expenditures for capital improvements to the Common Property in excess of five percent(5%)of the Association's budgeted gloss expenses for that Fiscal Year. 2.11.3 Certain Contracts. Notwithstanding anything in these Bylaws to the contrary,the Board is prohibited from taking any of the following actions, except with the assent, by vote at a meeting of the Association or by written ballot without a meeting pursuant to California Corporations Code Section 7513, of a simple majority of the Members, other than the Declarant, constituting a quorum consisting of more than fifty percent(50%)of the voting power of the Association residing in Members other than the Declarant: (a) Entering into a contract with a third person wherein the third person will furnish goods or services for the Common Property or the Association for a term longer than one year with the following exceptions: (i) If FHA or VA are insuring loans in the Community, a management contract, the terms of which have been approved by the Federal Housing Administration or Veterans Administration. (ii) A contract with a public utility company if the rates charged for the materials or services are regulated by the Public Utilities Commission provided, however, that the term of the contract shall not exceed the shortest term for which the supplier will contract at the regulated rate. (iii) Prepaid casualty and/or liability insurance policies of not to exceed three (3) years duration provided that the policy permits short rate cancellation by the insured. (iv) Agreements for cable television services and equipment or satellite dish television services and equipment of not to exceed five (5) years duration provided that the supplier is not an entity in which the Declarant has a direct or indirect ownership interest of ten percent(10%) or more. (v) Agreements for sale or lease of burglar alarm and fire alarm equipment, installation and services of not to exceed five (5) years duration provided that -1 0_ 6393-116700\BYLAWS\1179697.1 1215/13 the supplier or suppliers are not entities in which the subdivider has a direct or indirect ownership interest of ten percent(10%)or more. (vi) A contract for a term not to exceed three(3) years that is terminable by the Association after no longer than one (1) year without cause, penalty, or other obligation upon ninety(90) days written notice of termination to the other party. (vii) A contract approved by the BRE. (viii) Contracts in which the Association enters into litigation or any alternative dispute resolution procedure when the Association's obligation to pay for services is set in whole or in part on a contingency basis only if they are (i) contracts for collection of assessments or other accounts receivable, (ii)or contracts involving evaluation of services, or(iii) contracts with a total amount to be paid by the Association not in excess of Forty Thousand Dollars($40,000.00). (b) Incurring aggregate expenditures for capital Improvements to the common area in any fiscal year in excess of five percent(5%) of the budgeted gross expenses of the Association for that fiscal year. (c) Selling during any fiscal year property of the Association having an aggregate fair market value greater than five percent (5%) of the budgeted gross expenses of the Association for that fiscal year. (d) Paying compensation to members of the Board or to officers of the Association for services performed in the conduct of the Association's business provided, however, that the Board may cause a Director or officer to be reimbursed for expenses incurred in carrying on the business of the Association. 2.12 DISTRIBUTION OF INFORMATION. The Board shall distribute the following financial information to all Owners (and any Beneficiary, insurer and guarantor of a first Mortgage on request), regardless of the number of Owners or the amount of assets of the Association: 2.12.1 Budget. A pro fornla operating budget for each Fiscal Year containing the information required tinder California Civil Code Section 5300(b), and including at least the following information must be distributed not less than thirty(30) nor more than ninety(90) days before the beginning of the Fiscal Year: (a) Estimated revenue and Common Expenses computed on an accrual basis. (b) A summary of the Association's reserves based on the most recent review or study conducted pursuant to California Civil Code Section 5550, which must be printed in bold type and include all of the following: -11- 6393-116700\BYLAWSU 179697.1 1215/13 (i) The current estimated replacement cost, estimated remaining life, and estimated useful life of each major component of the Common Property for which the Association is responsible. (ii) As of the end of the Fiscal Year for which the study is prepared: (1) The current estimate of the amount of cash reserves necessary to restore or maintain the major components of the Common Property for which the Association is responsible("Estinaaterl Reserves'. (2) The current amount of accumulated cash reserves actually set aside to restore or maintain the major components of the Common Property for which the Association is responsible(`Actual Reserves'. (iii) The percentage that the Actual Reserves is of the Estimated Reserves. (c) A statement of whether the Board has determined or expects that the leery of one or more Capital Improvement or Reconstruction Assessments will be required to repair, replace, or restore any major component of the Common Property for which the Association is responsible or to provide adequate reserves therefor. (d) A general statement setting forth the procedures used by the Board in calculating and establishing reserves to defiay the.costs of repair and replacement of, or additions to, major components of the Common Property and facilities for which the Association is responsible. The Board may distribute a summary of the Budget instead of the Budget itself, so long as the Board complies with the provisions of California Civil Code Section 5305. 2.12.2 Financial Report. A report consisting of at least the following must be distributed within one hundred twenty(120)days after the close of the Fiscal Year: (a) A balance sheet as of the end of the Fiscal Year. (b) An operating(income) statement for the Fiscal Year. (c) A statement of changes in financial position for the Fiscal Year. (d) Any information required to be reported under California Corporations Code Section 8322. (e) For any Fiscal Year in which the Association's gross income exceeds Seventy Five Thousand Dollars ($75,000), a copy of a review of the annual report prepared in accordance with generally accepted accounting principles by a licensee of the California State Board of Accountancy. _1 2_ 6393-1 1 67001BYLAWS11179697.1 12/5113 (f) A statement of the place where the names and addresses of the current Owners are located. If the report referred to in Section 2.12.2 is not prepared by an independent accountant, it must be accompanied by the certificate of an authorized Association officer stating that the statement was prepared from the Association's books and records without independent audit or review. 2,12.3 Insurance Information. The Association shall distribute to all Owners a summary of the Association's property, general liability, earthquake,flood and fidelity insurance policies (all as applicable) not less than thirty (30) nor more than ninety (90) days before the beginning of the Association's Fiscal Year, that includes all of the following information: (a)the name of the insurer, (b) the type of insurance, (c)the policy limits of coverage, and(d)the amount of the deductibles,if any. (a) The Association shall, as soon as reasonably practical, notify the Owners by first-class mail if any of the policies described above have lapsed, been canceled, and are not immediately renewed, restored, or replaced, or if there is a significant change, such as a reduction in coverage or limits or an increase in the deductible, for any of those policies. If the Association receives any notice of nonrenewal of a policy described above, the Association shall immediately notify the Owners if replacement coverage will not be in effect by the date the existing coverage will lapse. (b) To the extent that any of the information required to be disclosed is specified in the insurance policy declaration page, the Association may meet its obligation to disclose that information by making copies of that page and distributing it to all Owners. (c) The summary distributed above shall contain, in at least 10- point boldface type, the following statement: "This summary of the Association's policies of insurance provides only certain information, as required by Section 5300 of the Civil Code, and should not be considered a substitute for the complete policy terms and conditions in the actual policies of insurance. Any Association member may, on request and provision of reasonable notice, review the Association's insurance policies and, on request and payment of reasonable duplication charges, obtain copies of those policies. Although the Association keeps the policies of insurance specified in this summary,the Association's policies of insurance may not cover your property, including personal property or, real property improvements to or around your dwelling, or personal injuries or other losses that occur in or around your dwelling. Even if a loss is cowered,you may nevertheless be responsible for paying all or a portion of any deductible that applies. Association r 3- 6393-116700\BY1.AWs\1179697.1 12/5/13 members should consult with their individual insurance broker or agent for appropriate additional coverage." 2.12.4 Enforcement Policies. In addition to financial statements, the Board shall annually distribute not less than thirty (30) nor more than ninety (90) days before the beginning of the Association's Fiscal Year a statement of the Association's policies and practices in enforcing its lien rights or other legal remedies against Owners for defaults in the payment of Assessments,including the recording and foreclosing of liens against Lots. 2.12.5 Assessment and Foreclosure Notice. (a) The Association shall distribute the written notice described in subsection (b) below to each Association member during the sixty (60) day period immediately preceding the beginning of the Association's Fiscal Year. The notice shall be printed in at least 12-point type. An Association member may provide written notice of a secondary address to the Association by facsimile transmission or United States mail. If a secondary address is provided, the Association shall send any correspondence and legal notices required pursuant to these Bylaws both to the primary and the secondary address. (b) The notice required by this Section shall read as follows: NOTICE ASSESSMENTS AND FORECLOSURE This notice outlines some of the rights and responsibilities of owners of property in common interest developments and the associations that manage them. Please refer to the sections of the California Civil Code indicated for further information. A portion of the information in this notice applies only to liens recorded on or after January 1, 2003. You may wish to consult a lawyer if you dispute an assessment. ASSESSMENTS AND NONJUDICIAL FORECLOSURE Assessments become delinquent 15 days after they are due, unless the governing documents provide for a longer time. The failure to pay association assessments may result in the loss of an owner's property through foreclosure. Foreclosure may occur either as a result of a court action, known as judicial foreclosure or without court action, often referred to as nonjudicial foreclosure. For liens recorded on and after January 1, 2006, an association may not use judicial or nonjudicial foreclosure to enforce that lien if the amount of the delinquent assessments or dues, exclusive of any accelerated assessments, late charges, fees, attorney's fees, interest, and costs of collection, is less than one thousand eight hundred dollars ($1,800). For delinquent assessments or dues in excess of one thousand eight hundred dollars ($1,800) or more than 12 months -14- 6393-11670MYLAW ]179697.1 1215/13 delinquent, an association may use judicial or nonjudicial foreclosure subject to the conditions set forth in Article 3 (commencing with Section 5700) of Chapter 8 of Part 5 of Division 4 of the Civil Code. When using judicial or nonjudicial foreclosure,the association records a lien on the owner's property. The owner's property may be sold to satisfy the lien if the amounts secured by the lien are not paid. (California Civil Code Sections 5700 through 5720) In a judicial or nonjudicial foreclosure,the association may recover assessments, reasonable costs of collection, reasonable attorney's fees, late charges, and interest. The association may not use nonjudicial foreclosure to collect fines or penalties, except for costs to repair common areas damaged by a member or a member's guests, if the governing documents provide for this. (California Civil Code Section 5725) The association must comply with the requirements of Article 2 (commencing with Section 5650) of Chapter 8 of Part 5 of Division 4 of the Civil Code when collecting delinquent assessments. If the association fails to follow these requirements, it may not record a lien on the owner's property until it has satisfied those requirements. Any additional costs that result from satisfying the requirements are the responsibility of the association. (California Civil Code Section 5675) At least 30 days prior to recording a lien on an owner's separate interest, the association must provide the owner of record with certain documents by certified mail. Among these documents, the association must send a description of its collection and lien enforcement procedures and the method of calculating the amount. It must also provide an itemized statement of the charges owed by the owner. An owner has a right to review the association's records to verify the debt. (California Civil Code Section 5660) If a lien is recorded against an owner's property in error, the person who recorded the lien is required to record a lien release within 21 days, and to provide an owner certain documents in this regard. (California Civil Code Section 5685) The collection practices of the association may be governed by state and federal laws regarding fair debt collection. Penalties can be imposed for debt collection practices that violate these laws. -1$- 6393-116700\BYLAWS\1179697.1 12/5/13 PAYMENTS When an owner makes a payment, he or she may request a receipt, and the association is required to provide it. On the receipt, the association must indicate the date of payment and the person who received it. The association must inform owners of a mailing address for overnight payments. (California Civil Code Section 5655) An owner may, but is not obligated to, pay under protest any disputed charge or sum levied by the association,including,but not limited to, an assessment, fine, penalty, late fee, collection cost, or monetary penalty imposed as a disciplinary measure, and by so doing, specifically reserve the right to contest the disputed charge or sum in court or otherwise. An owner may dispute an assessment debt by submitting a written request for dispute resolution to the association as set forth in Article 2 (commencing with Section 5900) of Chapter 10 of Part 5 of Division 4 of the California Civil Code. In addition, an association may not initiate a foreclosure without participating in alternative dispute resolution with a neutral third party as set forth in Article 3 (commencing with Section 5925) of Chapter 10 of Part 5 of Division 4 of the California Civil Code, if so requested by the owner. Binding arbitration shall not be available if the association intends to initiate a judicial foreclosure. An owner is not liable for charges, interest and costs of collection, if it is established that the assessment was paid properly on time. (California Civil Code Section 5685) MEETINGS AND PAYMENT PLANS An owner of a separate interest that is not a timeshare may request the association to consider a payment plan to satisfy a delinquent assessment. The association must inform owners of the standards for payment plans, if any exists. (California Civil Code Section 5665) The board of the directors must meet with an owner who makes a proper ATitten request for a meeting to discuss a payment plan when the owner has received a notice of a delinquent assessment. These payment plans must conform with the payment plan standards of the association, if they exist. (California Civil Code Section 5665) 2.12.E Accounts. On at least a quarterly basis, the Board shall: (a) cause to be completed and review a current reconciliation of the Association's operating and reserve -16- 6393-116700U3YLAWS\1179697.1 1215113 accounts, (b)review the current Fiscal Year's actual reserve revenues and expenses compared to the Budget for the then current Fiscal Year, (c)review the income and expense statement for the Association's operating and reserve accounts, (d)review the most current account statements prepared by the financial institutions where the Association keeps its operating and reserve accounts, and (e) fulfill any additional duties established by the CID Act. The signatures of either (1) two (2) Directors, or (2) one (1) Director and one (1) Association officer (who is not also a Director) are required for the withdrawal of money from the Association's reserve accounts. As used in this Subsection, the terra"reserve accounts"means Budgeted funds that the Board has designated for use to defiay the future repair and replacement of, or additions to, those major components of the Common Property which the Association is obligated to maintain. 2.123 Reserve Study. The Board shall cause a study of the reserve account requirements of the Community to be conducted in accordance with California Civil Code Section 5550. As used in this Subsection, "reserve account requirements" means the estimated funds which the Board has determined are required to be available at a specified point in time to repair, replace or restore those major components of the Common Property which the Association is obligated to maintain. ARTICLE III OFFICERS 3.1 ENUMERATION OF OFFICERS. The Association's principal officers are a President, a Vice President, a Secretary, and a Treasurer, all elected by the Board. The Board may appoint an Assistant Treasurer, an Assistant Secretary and such other officers as it determines to be necessary. Officers other than the President need not be Directors. Any person may hold more than one office. 3.2 ELECTION OF OFFICERS. The Board shall annually elect the Association's officers at the first meeting of the Board to occur following the annual meeting of the Members. The Board shall adopt rules relating to the election of officers according to the procedures prescribed by California Civil Code Section 4340, el sect. Each officer shall hold his office at the pleasure of the Board, until he resigns or is removed, is otherwise found to be disqualified to serve or a successor is elected who is qualified to serve. 3.3 REMOVAL OF OFFICERS. On an affirmative vote of a majority of the entire Board, any officer may be removed, either with or without cause, and a successor elected at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board or to the President or Secretary. Any such resignation is effective on the date of receipt of such notice or at any later time specified therein. Unless specified in the notice, acceptance of the resignation by the Board is not necessary to make it effective. 3.4 COMPENSATION. No officer may receive any compensation for services performed in the conduct of the Association's business unless such compensation is approved by the vote or written consent of Owners representing at least a majority of the Association's voting power; however, (a)nothing in these Bylaws precludes any officer from serving the Association in some other capacity and receiving compensation therefor, and (b) any officer may be reimbursed for actual expenses incurred in the performance of Association duties. Appointment _17_ 6393-116700WLA WS\1179697.1 12/5113 of any officer does not create contractual rights of compensation for services performed by such officer. No officer, employee or director of Declarant or any affiliate of Declarant may receive any compensation for service as an officer of the Association. 3.5 PRESIDENT. The President is the chief executive officer of the Association and shall (a)preside at all Association and Board meetings, (b)have the general powers and duties which are usually vested in the office of the President of a corporation, including but not limited to the power to appoint committees from among the Owners as the President decides is appropriate to assist in the conduct of the Association's affairs, and (c) subject to the control of the Board, have general supervision, direction and control of the Association's business. The President is ex officio a member of all standing committees and has such other powers and duties as may be prescribed by the Board or these Bylaws. 3.6 VICE PRESIDENT. The Vice President shall take the President's place and perform the President's duties whenever the President is absent, disabled, fails or refuses to act If neither the President nor the Vice President is available to perform the President's duties, the Board shall appoint another member of the Board to do so on an interim basis. The Vice President has such other powers and duties as may be prescribed by the Board or these Bylaws. 3.7 SECRETARY. The Secretary shall (a)keep the minutes of all meetings of the Board and of the Association at the Association's principal office or at such other place as the Board may order, (b)keep the Association's seal in safe custody, (c)have charge of such books and papers as the Board may direct, (d)in general, perform the duties incident to the office of Secretary, (e)give, or cause to be given, notices of meetings of the Owners and of the Board required by these Bylaws or by law to be given, (D keep a record book of Owners, listing the names, mailing addresses and telephone numbers of Owners, as furnished to the Association ("Membership Register', and(g)record in the Membership Register the termination or transfer of ownership by any Owner, together with the date of the transfer. The Secretary has such other powers and duties as may be prescribed by the Board or these Bylaws. 3.$ TREASURER. The Treasurer is the Association's chief financial officer and is responsible for Association funds. The Treasurer shall (a)keep, or cause to be kept, full and accurate accounts and tax and business records of the Association, including accounts of all assets, liabilities,receipts and disbursements, (b) be responsible for the deposit of all fiends in the name of the Association in such depositories as the Board designates, (c) disburse the Association's funds as ordered by the Board, and (d) render to the President and Directors, on request, an account of all transactions as Treasurer and of the Association's financial condition. The Treasurer has such other powers and duties as may be prescribed by the Board or these Bylaws. ARTICLE IV OWNERS 4.1 OWNER VOTING RIGHTS. 4.1.1 Classes of Membership. The Association has two (2) classes of Membership, as described in the Declaration. The Class A and Class B Memberships are voting 6393-116700\BYLAWS\1179697.1 1215/13 Memberships. However, the Declarant's Board Appointment Right is not a part of the "voting power" of the Association. It is to be exercised solely for the appointment of Directors in accordance with these Bylaws and the Declaration. 4.1.2 Interpretation. Except as provided in Section 2.3.3, any provision of the Bylaws which requires the vote or written consent of a specified percentage of the Association's voting power (i.e., actions requiring more than merely the vote or written consent of a majority of a quorum), requires the approval of such specified percentage of all of the following: (a)the Class A Membership; (b)the Class B Membership (so long as a Class B Membership exists); (c)the Association's total voting power; and (d)the voting power represented by Owners other than Declarant. Whenever a reference is made in these Bylaws or the Declaration to the Association's voting power, it is a reference to the voting power of the Class A and Class B Memberships, and not to the Board Appointment Right of Declarant. 4.2 OWNER MEETINGS. 4.2.1 First Annual Meeting. The first annual meeting of Owners, whether regular or special, shall be held no later than the date that is six(6) months after the first Close of Escrow in Phase 1. 4.2.2 Regular Meetings of Owners. Regular meetings shall be held at least annually on or about the anniversary date of the first annual meeting. Each first Mortgagee may designate a representative to attend all annual meetings. 4.2.3 Special Meetings of Owners. The Board shall call a special meeting of the Owners (a) as directed by resolution of a majority of a quorum of the Board, (b) by request of the President of the Association, or (c) on receipt of a written request for a special meeting signed by Owners representing at least five percent (5%) of the Association's total voting power. The Secretary shall give written notice of any special meeting not less than ten (10) nor more than ninety (90) days before the date of the meeting at which members are required or permitted to take any action. The notice must state the date, time and place of the special meeting and the general nature of the business to be transacted. The special meeting must be held not less than thirty-five (35) nor more than ninety (90) days after adoption of such resolution or receipt of such request or petition. No business may be transacted at a special meeting except as stated in the notice. Each first Mortgagee may designate a representative to attend all special meetings. 4.2.4 Place. Meetings of the Owners shall be held in the Community, or such other suitable place as proximate to the Community as practical and convenient to the Owners, as designated by the Board. 4.2.5 Adjourned Meetings. If a quorum is not present at the time and place established for a meeting, a majority of the Owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days after the original meeting date, at which meeting the quorum requirement is the presence in person or by proxy of Owners holding at least twenty-five percent (25%) of the Association's voting power. Such an adjourned meeting may be held without the notice required by these Bylaws if notice thereof is given by announcement at the meeting at which such adj ournment is taken. -19- 6393-1167001BY1.AWs\l 179697.1 12/5/13 4.2.6 Order of Business. Meetings of Owners must be conducted in accordance with a recognized system of parliamentary procedure or such parliamentary procedures as the Association may adopt. The order of business at all meetings of the Owners is as follows: (a)roll call to determine the voting power represented at the meeting; (b)proof of notice of meeting or waiver of notice; (c) reading of minutes of preceding meeting; (d)reports of officers; (e)reports of committees; (f) election of inspector of election (at annual meetings or special meetings held for such purpose); (g) election of Directors (at annual meetings or special meetings held for such purpose); (h)unfinished business; and (i)new business. 4.2.7 Minutes, Presumption of Notice. Minutes or a similar record of the proceedings of meetings of Owners, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters described therein. A recitation in the minutes executed by the Secretary that proper notice of the meeting was given constitutes prima facie evidence that such notice was given. 4.2.8 Consent of Absentees. The actions taken at any meeting of Owners, however called and noticed, are valid as though taken at a meeting duly held after regular call and notice, if(a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each of the Owners not present in person or by proxy signs (1) a written waiver of notice, (2) a consent to the holding of such meeting, or (3) an approval of the minutes thereof. The Secretary shall file all such waivers, consents or approvals with the corporate records or make them a part of the minutes of the meeting. 4.2.9 Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of at least twenty-five percent (25%) of the Association's voting power constitutes a quorum of the Membership. Owners present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, despite the withdrawal of enough Owners to leave less than a quorum, if any action taken (other than adjournment)is approved by at least a majority of a quorum. If a meeting is actually attended, in person or by proxy, by Owners having less than one-third (1/3) of the Association's voting power, then no matter may be voted on except matters which were generally described in the notice of the meeting. No action by the Owners on any matter is effective if the votes cast in favor are fewer than the minimurn number of votes required by the Governing Documents to approve the action. 4.2.10 Majority of Quorum. Unless otherwise provided in the Governing Documents, any action which may be taken by the Association may be taken by a majority of a quorum of the Association's voting power. 4.2.11 Proxies. Votes may be cast in person or by proxy. Proxies must be in writing, comply in form with the requirements of California Civil Code Section 5130, and be filed with the Secretary in advance of each meeting. Every proxy is revocable and automatically ceases to have any further legal effect after completion of the meeting for which the proxy was filed. Any form of proxy or written ballot distributed by any Person to the Owners must afford the opportunity to specify a choice between approval and disapproval of each matter or group of matters to be acted on, except it is not mandatory that a candidate for election to the Board be named in the proxy or written ballot. The proxy or written ballot must provide that, when the -20- 6393-1167001BYLAWs11179697.1 12/5/13 Owner specifies a choice, the vote shall be cast in accordance with that choice. The proxy must also identify the Person authorized to exercise the proxy and the length of time it will be valid. No proxy is valid concerning a vote on any matter described in California Corporations Code Section 7613(g)unless the general nature of the proposal was described in the proxy. 4.2.12 Notice. The Secretary shall send to each Owner of record, and to each first Mortgagee who has filed a written request for notice with the Secretary, a notice of each annual or special meeting. The notice must be sent by first-class mail, at least ten (10) but not more than thirty(30)days before the meeting. The notice must state the purpose for the meeting as well as the day, hour and place where it is to be held. The notice may establish time limits for speakers and nominating procedures for the meeting. The notice must specify those matters the Board intends to present for action by the Owners,but, except as otherwise provided by law, any proper matter may be presented for action at the meeting. The notice of any meeting at which Directors are to be elected must include the names of all nominees -when the notice is given to the Owners. The mailing of a notice, postage prepaid, in the manner provided in this Section, shall be considered notice served, forty-eight (48) hours after the notice has been deposited in a regular depository of the United States mail. Such notice must be posted in a conspicuous place on the Common Area and is deemed served on an Owner on posting if no address for such Owner has been then furnished the Secretary. 4.2.13 Matters Requiring Special Notice to Owners. Notwithstanding any other provision of these Bylaws, approval by the Owners of any of the following proposals, other than by unanimous approval of those Owners entitled to vote, is not valid unless the general nature of the proposal was stated in the notice or in any written waiver of the notice: (a)removing a Director without cause; (b) filling vacancies on the Board; (c) approving a contract or transaction between the Association and one or more Directors, or between the Association and any entity in which a Director has a material financial interest; (d) amendment of the Articles; or(e) electing to wind up and dissolve the Association. 4.2.14 Matters Requiring Secret Ballot. Notwithstanding any other law or provision of the Governing Documents, an election regarding Assessments, selection of Board members, amendments to the Governing Documents, or the grant of exclusive use of Common Area under California Civil Code Section 4600, shall be held by secret ballot according to the procedures set forth in this Section 4.2. 4.3 RECORD DATES. The Board may fix a date in the future as a record date for determining which Owners are entitled to notice of any meeting of Owners. The record date so fixed must be not less than ten(10) nor more than sixty(60) days before the date of the meeting. If the Board does not fix a record date for notice to Owners,the record date for notice is the close of business on the business day preceding the day on which notice is given. In addition, the Board may fix a date in the future as a record date for determining the Owners entitled to vote at any meeting of Owners. The record date so fixed must be not less than ten (10) nor more than sixty (60) days before the date of the meeting. If the Board does not fix a record date for determining Owners entitled to vote, Owners on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. -21- 6393-11670013YLAWSU 179697.1 12/5113 4.4 ACTION WITHOUT MEETING. Except for election of Directors, any action which may be taken at a meeting of the Owners may be taken without a meeting by written ballot of the Owners, according to the provisions of California Civil Code Section 5100, el seq. Solicitations for ballots must specify (a)the number of responses needed to meet the quorum requirements, (b)the percentage of approvals necessary to approve the action, and (c)the time by which ballots must be received to be counted. The form of written ballot must afford an opportunity to specify a choice between approval and disapproval of each matter and must provide that, where the Owner specifies a choice, the vote shall be cast in accordance therewith. Receipt within the time period specified in the solicitation of(i)ballots which equal or exceed the quorum which would be required if the action were taken at a meeting, and (ii) approvals which equal or exceed the number of votes which would be required for approval if the action were taken at a meeting at which the total number of votes cast was the same as the total number of ballots cast, constitutes approval by written ballot. ARTICLE V AMENDMENTS These Bylaws may be amended by the vote or written consent of Owners representing at least (a) a majority of the voting power of each class of the Owners, and (b) a majority of the Association's voting power represented by Owners other than Declarant; provided that the specified percentage of each class of Owners necessary to amend a specific provision of these Bylaws may not be less than the percentage of affirmative votes prescribed for action to be taken under that provision. These Bylaws may be amended by a majority of the entire Board, (1)at any time before the Close of Escrow for the sale of the first Lot, or (2) if the amendment is within the Board's power to adopt without Owner approval pursuant to the California Corporations Code and either (a)the proposed amendment conforms the Bylaws to California law or the requirements of BRE, FHFA, FHA, VA, Fannie Mae, Ginnie Mae or Freddie Mac, or (b)the proposed amendment corrects a typographical error in the Bylaws. Any amendment to these Bylaws which materially affects the rights of Mortgagees as described in Article 11 or Section 13.2 of the Declaration must be approved by at least the percentage of Mortgagees specified in the applicable provision of Article 11 or Section 13.2 of the Declaration. If an amendment to these Bylaws materially affects matters listed in both Article 11 and Section 13.2 of the Declaration, then the amendment must be approved pursuant to the requirements of both Article 11 and Section 13.2 of the Declaration. Notwithstanding anything to the contrary in these Bylaws or in the other Governing Documents of the Association, during the term of Declarant's Board Appointment Right, no amendment concerning the Board Appointment Right shall be effective without the prior written consent of the Declarant, which consent it may withhold in its sole discretion. ARTICLE VI MISCELLANEOUS 6.1 VOTE TO INITIATE RIGHT TO REPAIR LAW CLAIM. Beginning on the date of the first annual meeting of the Owners, Declarant relinquishes control over the Association's ability to decide whether to initiate a Right to Repair Law Claim. This means that Declarant and Directors, who are current employees or agents of Declarant and all other Persons whose vote or written consent is inconsistent with the intent of the preceding sentence, are _22- 6393-116700\BYLAWS11179697.1 1215/13 prohibited from participating and voting in any decision of the Association or Owners to initiate a Right to Repair Law Claim. 6.2 CHECKS, DRAFTS AND DOCUMENTS. All checks, drafts, orders for payment of money, notes and other evidences of indebtedness issued in the name of or payable to the Association must be signed or endorsed in the manner and by the person or persons the Board designates by resolution, subject to the requirements of Section 2.12.6 for withdrawing money from the Association's reserve accounts. 6.3 CONFLICTS. If any of these Bylaws conflict with any California law, such conflicting Bylaws shall be void on final court determination to such effect, but all other Bylaws shall remain in full force. In case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. In case of any conflict between the Declaration and these Bylaws,the Declaration shall control. 6.4 EXECUTION OF DOCUMENTS. The Board may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name and on behalf of the Association. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent, committee member or employee may bind the Association by any contract or pledge its credit or render it liable for any purpose in any amount. 6.5 AVAILABILITY OF ASSOCIATION DOCUMENTS. 6.5.1 Records To Be Maintained. The Association shall keep at its principal office(or at such other place in or near the Community as the Board may prescribe) the Governing Documents and the Association's records, as defined in California Civil Code Section 5200(a) (collectively, the `Association Docuntents'�. The Association Documents shall be made available for inspection and copying by any Owner or the Owner's duly appointed representative for a purpose reasonably related to the Owner's interest as an Owner. 6.5.2 Inspection Rights. The Association shall make Association Documents available for the time periods and within the timeframes provided in California Civil Code Sections 5210(a) and (b) for inspection and copying by an Association member, or the member's designated representative. The Association may bill the requesting member for the direct and actual cost of copying requested documents. The Association shall inform the member of the amount of the copying costs before copying the requested documents. 6.5.3 Manner of Inspection. The Association shall make the specified Association Documents available for inspection and copying in compliance with the CID Act. The inspection and copying rights provided in these Bylaws are subject to the rights and restrictions set forth in the CID Act. 6.5.4 Limitation on Information Disclosed. The Association may withhold or redact information from the Association's Documents for any of the reasons as set forth in California Civil Code Section 5215. -23- 6393-11670MYLAWS\1179697.1 12/5/13 6.5.5 Distribution to Owners. The Association shall provide the requested Association Documents as set forth in California Civil Code Section 5210(b). No later than ten (10) days after the Association receives written request from any Owner, the Association shall provide to that Owner a copy of each of the documents listed in California Civil Code Section 4525 that have been requested by the Owner. Owners must be notified in writing when the budget required in Section 2.12.1 is distributed or at the time of any general mailing to the entire Association Membership of their right to have copies of the minutes of meetings of the Board and how and where those minutes may be obtained. 6.6 FISCAL YEAR. The Board shall select the Association's Fiscal Year. The Fiscal Year is subject to change as the Board determines. 6.7 STATUTORY AND REGULATORY REFERENCES. All references made in these Bylaws to statutes or to regulations are to those statutes or regulations as currently in effect or to subsequently enacted replacement statutes or regulations. ARTICLE VH NOTICE AND HEARING PROCEDURE 7.1 INITIAL COMPLAINT. Persons who believe a violation of the Governing Documents has occurred may file a complaint with a Person designated by the Board on a form approved by the Board. The Board will continence the enforcement process and determine whether a violation has occurred. In its discretion, the Board may issue one or two violation letters to the Person alleged to have committed the violation ("Responrdent'� or set a hearing described in Section 7.2 below. The Board may direct the Manager to assist the Board in any of the steps the Board chooses to take in enforcing the Governing Documents except that decisions made at hearings must be made by the Board. 7.2 SCHEDULING HEARINGS. A hearing before the Board to determine whether a sanction should be imposed may be initiated by the Board after receipt of at least one complaint. To initiate a hearing, the Board must deliver to the Respondent a notice which includes the following: 7.2.1 Complaint. A written statement setting forth in ordinary and concise language the acts or omissions with which the Respondent is charged, 7.2.2 Basis for Violation. A reference to the specific provisions of the Governing Documents which the Respondent is alleged to have violated, 7.2.3 Hearing Schedule. The date, time and place of the scheduled hearing, 7.2.4 Sanctions. A list of sanctions which may be imposed at the hearing. The date for the hearing may be no less than fifteen (15) days after the date the notice of hearing is mailed or delivered to the Respondent. The Respondent is entitled to attend the hearing, submit a statement of defense to the Board in advance of the hearing, or present a statement of defense and supporting witnesses at the hearing. If the Respondent does not attend the hearing,the Respondent waives these rights. _24_ 6393-116700113YLANW1179697.1 1215/13 7.3 CONDUCT OF HEARING. The Board shall conduct the hearing in executive session (if so requested by the Respondent), and shall afford the Respondent a reasonable opportunity to be heard. Before a sanction will be effective,proof of notice and the invitation to be heard must be placed in the minutes of the meeting. Such proof is adequate if a copy of the notice together with a statement of the date and manner of delivery is entered by the Association officer or Board member who mailed or delivered such notice. The record of the meeting must contain a written statement of the results of the hearing and the sanction imposed(if any). 7.4 IMPOSITION OF SANCTIONS. After affording the Respondent an opportunity for a hearing before the Board, the Board may impose any one or more of the following sanctions: (a)levy a Special Assessment as authorized in the Declaration; (b) suspend or condition the Respondent's right to use any recreational facilities the Association owns, operates or maintains commencing on a date in the future selected by the Board; (c) suspend the Respondent's voting privileges established under the Declaration; (d) enter into a Lot to perform maintenance which, according to the Declaration, is the responsibility of the Respondent; or (e)record a notice of noncompliance if allowed by law. Any suspension of Membership privileges may not be for a period of more than thirty (30) days for any non-continuing infraction, but in the case of a continuing infraction (including continuing failure to pay any Assessment after it becomes delinquent) may be imposed as long as the violation continues. Written notice of any sanctions to be imposed must be delivered to the Respondent personally, by any system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means, by first class mail or certified mail return receipt requested, or any combination of the foregoing. No action against the Respondent arising from the alleged violation may take effect before five (5) days after the hearing. The Board shall not impose any sanction that will interfere with or prevent Declarant's exercise of any rights reserved in Article 15 of the Declaration. 7.5 LIMITS ON REMEDIES. The Board's failure to enforce the Governing Documents does not waive the right to enforce them. The remedies provided by the Governing Documents are cumulative and not exclusive. However, any individual Owner must exhaust all available internal Association remedies prescribed by the Governing Documents before that Owner may resort to a court of law for relief concerning any alleged violation of the Governing Documents by another Owner. [ClRTincATEor,SEE CRETARYONNEITPAGE] -25- 6393-11670M LAWS1l179697.1 1215113 CERTIFICATE OF SECRETARY 1,the undersigned, certify that: l. I am the duly elected and acting Secretary of Truewind Community Association, a California nonprofit mutual benefit corporation(the `Associntion'�; and 2. The foregoing Bylaws comprising 29 pages (including this page) constitute the Bylaws of the Association duly adopted by the Association Board of Directors on 201 I have signed this Certificate and affixed the seal of the Association effective on 201 . Secretary (SEAL) _26_ 6393-116700U3YLAWS\l 179697.1 1215113 EXHIBIT D DRAWING DEPICTING LOCATIONS OF ASSOCIATION MAINTENANCE AREAS IN PHASE 1 6393-1167001CCRS11155419.5 12/31/13 EXHIBIT D MAINTENANCE AREAS 7T G1 AGO lfljla;' OU0 TFZA('f U0113 22 30 10 2.7 2 21 11 12 13 14 15 16 17 18 io 20 21 ti 22 45 23 8 46 �. _l 42 43 44 24 E� 40 48 47 41 25 6 (� � a 40 26 27 4 28 36 36 37 38 39 29 2 0 34 33 32 31 so k 77 LEGEND: ——COMMUNITY WALL NO SCALE SDEN & EXHIBIT 0 SOCIATES PHASE I MAINTENANCE AREAS CIVIL ENGrNEERS-LAND SURVEYORS-PLANNERS TRUE WIND, HUNTINGTON EACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 9/4/2013 (949)660-0110 FAX:660-0418 sheet 1 of 1 EXHIBIT E FIRE MASTER PLAN FOR COMMUNITY 6393-116700\CCRS\1155418.5 12/31/13 z ,• �o � :71�!7■IRS �r i i �I FIRE MASTER PLAN NOTES- . arc 7LIE DVARDRHir mE u+sPFrroD ARE tODif/1ED rDR nD!PRORYR. - 1.H,LrwnE wuT1 OE OH3Ni7[fw.P1.ARR TL DHIIf2RA COARVAIRIE WiOW.4 z P[R401HR.TET1PQePLA'ALA aiKSm ACCESS PdA04 SNAE OE De�ADL®NR N+g/OaED 10 u1RP0AT AN Be'DFEa Lab OF 7lA00 IN,Ab WAR&OO)TO PHONE/11-AFA10]l tlaw10 G1PAB11I1fS AMSIWL 6E 01 - Purl Pftl011 ro I1mBE11 6(ECa. 4.NI 11E7-8TN1PiD PoIE LA51371 fl)N S/Y71 BE AYYU�E ONiifE AT ALL TWE - ` 0.ACCES!Mt05 A'm H/ONAYI9 dWi BE lYA1fNNFL AND tlde0t CIFAA OR 0847AUCfplq Ai M17NEt _-_ ___ __ ____ 0. 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W OLIRWCE' ♦� BLUE ROW sm,cW1(FTL r FOR • CIHFD A&S ALDEN& CMLENGMEM - SSOCIATES Em` FORMER WAR ® L 2s WWERM,9MTEB,Oi1AKCA92014 H U N T I N G T O N BE R49)IBOM110 FAX 600'at6 EXHIBIT F DRAWING DEPICTING OFFSITE DRAINAGE EASEMENT AREA 639 3-116700\CCRS\1155418.5 12/31/13 EXHIBIT F OFFSITE DRAINAGE EASEMENT AREAS I I I 21 .00, 3.OV 3.00' .00, 10 11 12 13 14 CO" "B" STREET ----------- _J LEGEND: OFFSITE DRAINAGE EASEMENT ALDEN & EXHIBIT F A*g" 'WIVSOCIATES OFFSITE DRAINAGE EASEMENT AREAS CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUEWIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 12/17/2013 (949)660-0110 FAX:660-04 18 Sheet 1 of 5 EXHIBIT F OFFSITE DRAINAGE EASEMENT AREAS 2 1 7 O A C) O C) C) 3,00 3.00 3.00,11 3.00, 13 14 15 16 17 18 7- -LOT "E" "Bu STREET 45 uJ Lu 46 ca 1 42 43 44 LEGEND; OFFSITE DRAINAGE-EASEMENT EXHIBIT F SDEN &SOCIATES OFFSITE DRAINAGE EASEMENT AREAS CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUEWIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 12/17/2013 (949)660-0110 FAX:660-0418 Sheet 2 of 5 EXHIBIT F OFFSITE DRAINAGE EASEMENT AREAS 1111Q, Al ^ : F 23 Cl C) Cl C� c� O 3.00 3,00 3.001 3.00, -.4- 17 18 19 20 21 Ell LOT "B" STREET 22 45 23 Lu W 46 co C 24 LEGEND: OFFSITE DRAINAGE EASEMENT DEN & EXHIBIT F S SOCIATES OFFSITE DRAINAGE EASEMENT AREAS CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUE WIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 12/17/2013 (949)660-0110 FAX:660-04 18 Sheet 3 of 5 EXHIBIT F OFFSITE DRAINAGE EASEMENT AREAS LOT 'Eng ti I �E 35 36 37 LU ca IM J11 11 34 33 32 _u m ------------ PIONEER DRIVE LEGEND: CROSS LOT DRAINAGE EASEMENT IVWDEN & EXHIBIT F SS OCIATES OFFSITE DRAINAGE EASEMENT AREAS CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUE WIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 12/17/2013 (949)660-0110 FAX:66M418 Sheet 4 of 5 EiX H IIT F OFFSITE DRAINAGE EASEMENT AREAS LOT oana � ry 27 ------- 'a 2 m 37 33 3 29 32 1 30 LOT aeeu 0 0 / 0 PIONEER DRIVE LEGEND: ®CROSS LOT DRAINAGE EASEMENT ALDEN & EXHIBIT F SSOCIATES OFFSITE DRAINAGE EASEMENT AREAS CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUE WIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B•IRVINE,CA 92614-6236 Date 12/17/2013 (949)660-0110 FAX:660-0418 Sheet 5 of 5 EXHIBIT G ANNUAL BMP OPERATION AND MAINTENANCE SELF CERTIFICATION FORM 6393-116700\CCRS\l155418.5 12/31/13 EXHIBIT G h � �mV 4 a ?�✓ '' i'` City of Huntington Beach e1 �t� � " .�> ffi�� a3` > s �7s�r ��t " s G I �s fort�ust 1z �m �ete by thpropert oe ,� 1naecl Property Owner or Designated Manager: Phone number: ( ) Date Prepared: Property Address: APN#: Project Engineer: Phone Number: (_ The purpose of this form is to verify that the site's low impact development design features and treatment control best management practices (BMPs) to control pollutants in urban runoff and storm water are being operated and maintained in conformance with the approved WQMP documents and the project's BMP operation and maintenance plan. Annual completion and submittal of this form, no later than September lst of each year, is required in order to comply with the City's Storm Water ordinances and NPDES permit order no. R8-2009-0030 (MS4 PERMIT). Failure to submit this form may result in inspection by the City, fees, penalties, or fines, as applicable. Attach copies of related inspection or maintenance service logs, orders, or receipts. Certification: As owner or property manager of the subject property, I certify that the approved Operation and Maintenance (O&M) Plan for Low Impact Development (LLD) site design and treatment control BMPs are being implemented according to the approved schedule and all requirements described in the approved WQMP. I understand that failure to adequately operate and/or maintain the treatment control BMPs located on my property may result in fines or corrective action by the City for which I will bear financial responsibility. Signature: Printed Name: Date Prepared: Title: Phone Number: Submit to: Public Works Dept. (NPDES) Director of Public Works City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 6393-116700\EXH\1183182.1 12/31/13 EXHIBIT H DRAWING DEPICTING EXCLUSIVE USE EASEMENT AREAS 6 393-116700\CCRS\1155418.5 12/31/13 EXHIBIT H EXCLUSIVE USE EASEMENT AREA 28 v 29 IIan 38' J i i I LOT "D" WATER QUALITY AREA i I I LEGEND: ®EXCLUSIVE USE EASEMENT AREA NO SCALE VADEN & EXHIBIT H SSOCIATES EXCLUSIVE USE EASEMENT AREA CIVIL ENGINEERS-LAND SURVEYORS-PLANNERS TRUEWIND, HUNTINGTON BEACH 2552 WHITE ROAD,SUITE B-IRVINE,CA 92614-6236 Date 1/6/2014 (949)660-0110 FAX:660-0418 Sheet 1 of 1