HomeMy WebLinkAboutCT 2019-0006; 2690 ROOSEVELT; Tentative Map (CT).('btyot
Carlsbad
LAND USE REVIEW
APPLICATION
P-1
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
APPLICATIONS APPLIED FOR: (CHECK BOXES)
Development Permits
D Coastal Development Permit
D Conditional Use Permit
D Minor D Extension
D Day Care (Large)
D Minor
D Environmental Impact Assessment
0 Habitat Management Permit D Minor
D Hillside Development Permit O Minor
0 Nonconforming Construction Permit
IB] Planned Development Permit D Minor /A [R] Residential O Non-Residential
0 Planning Commission Determination
D Reasonable Accommodation
[Kl Site Development Plan
D Special Use Permit
D Minor
0 Tentative Parcel Map (Minor Subdivision)
[Kl Tentative Tract Map (Major Subdivision)
0 Variance D Minor
(FOR DEPT. USE ONLY) Legislative Permits
~~~ 1'll>=l-
er ~1,-«0,
0 General Plan Amendment
D Local Coastal Program Amendment
D Master Plan
D Specific Plan
0 Zone Change
□Amendment
□Amendment
0 Zone Code Amendment
South Carlsbad Coastal Review Area
Permits
D Review Permit
0 Administrative O Minor D Majqr
Village Review Area Permits
0 Review Permit
0 Administrative O Minor O Major
(FOR DEPT. USE ONLY)
NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST
AT (760) 602-2723 TO SCHEDULE AN APPOINTMENT.
*SAME DAY APPOINTMENTS ARE NOT AVAILABLE
ASSESSOR PARCEL NO(S): 203 -102 -15 ------------------------------------LO CAT 1O N OF PROJECT: 2690 Roosevelt Street Carlsbad, CA 92008
NAME OF PROJECT:
BRIEF DESCRIPTION OF
PROJECT:
PROJECT VALUE
(SITE IMPROVEMENTS)
FOR CITY USE ONLY
(STREET ADDRESS)
2690 ROOSEVELT
(3) 3 Story Buildings as follows:
Bldg. A & C: 3 Unit Stacked Flats, Bldg. B: 3 Unit Stacked + Garage for Unit A2-1.
ESTIMATED COMPLETION DATE
Development No. 'S)j§V cP 11> -ol 9> 3 Lead Case No. er ~q -0()06
P-1 Page 1 of 6 Revised 03/17
OWNER NAME (PLEASE PRINT)
INDIVIDUAL NAME
(if applicable): Don Glatthorn
COMPANY NAME
(if applicable): KITCHELL DEVELOPMENT CO.
MAILING ADDRESS: 1555 Camino Del Mar, Suite 307
CITY, STATE, ZIP: Del Mar,CA 92014
TELEPHONE: 585-947-5225
EMAIL ADDRESS: dglatthorn@kitchell.com
I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE
INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY
KNOW D E. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS
SET F: RT HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR
PURP THIS APPLICATION.
APPLICANT NAME (PLEASE PRINT)
INDIVIDUAL NAME Don Glatthorn (if applicable):
COMPANY NAME KITCHELL DEVELOPMENT CO. (if applicable):
MAILING ADDRESS: 1555 Camino Del Mar, Suite 307
CITY, STATE, ZIP: Del Mar.CA 92014
TELEPHONE: 585-947-5225
EMAIL ADDRESS: dglatthorn@kitchell.com
I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER
AND TH LL THE ABOVE INFORMATION IS TRUE AND CORRECT TO
THE B MY KNOWLEDGE.
6//g//f
DATE /
APPLICANT'S REPRESENTATIVE (Print): KITCHELL DEVELOPMENT CO. -Don Glatthorn
MAILING ADDRESS: 1555 Camino Del Mar, Suite 307
CITY, STATE, ZIP: Del Mar,CA 92014 -----------------------------------TELEPHONE: 585-947-5225
EMAIL ADDRESS: dglatthorn@kitchell.com
THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR
PO S OF THIS APPLICATION AND' THAT ALL THE ABOVE
Pl. ON IS TRUE AND CORRECT TO THE BEST , OF MY
t.:
6/JB/11
DAtE I
IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING
COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS
APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE.
NOTICE OF R ST CTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING
RECORDED O TH ITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH
THE LAND AN D Y SUCCESSORS IN INTEREST.
Y OWNER SIGNATURE
FOR CITY USE ONLY
P-1
RECeiVED
JUN 2 4 2019.
CffY OF CARLSBAD
PLANNING DIVIS!OJ\J
Page 2 of 6
FR'FIDEIWHI>
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DATE ST AMP APPLICATION RECEIVED
RECEIVED BY:
1~1
Revised 03/17
Indemnification and Insurance Requirement for Village Area Administrative Permit
Certification Statement:
I Certify that I am the Legal Business Owner of the subject business and that all of the above information is true
and correct to the best of my knowledge. I agree to accept and abide by any conditions placed on the subject
project as a result of approval of this application. I agree to indemnify, hold harmless, and defend the City of
Carlsbad and its officers and employees from all claims, damage or liability to persons or property arising from or
caused directly or indirectly by the installation or placement of the subject property on the public sidewalk and/or
the operation of the subject business on the public sidewalk pursuant to this permit unless the damage or liability
was caused by the sole active negligence of the City of Carlsbad or its officers or employees. I have submitted a
Certificate of Insurance to the City of Carlsbad in the amount of one million dollars issued by a company which has
a rating in the latest "Best's Rating Guide" of "A-" dr better and a financial size of $50-$100 (currently class VII) or
better which lists the City of Carlsbad as "additional insured" and provides primary coverage to the City. I also
agree to notify the City of Carlsbad thirty days prior to any cancellation or expiration of the policy. The notice shall
be delivered to:
City Planner
City of Carlsbad
1635 Faraday Avenue
Carlsbad
The insurance shall remain in effect for as long as the property is placed on the public sidewalk or the business is
operated on the public sidewalk. This agreement is a condition of the issuance of this administrative permit for the
subject of this permit on the public sidewalk. I understand that an approved administrative permit shall remain in
effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in
compliance with the subject approved permit.
Signature ___________________ _ Date:, __________ _
Certification Statement:
I Certify that I am the Legal Property Owner for the subject business location and that all of the above information
is true and correct to the best of my knowledge. I support the applicant's request for a permit to, place the subject
property on t~ublic sidewalk. I understand that an approved administrative permit shall remain in effect for as
long as outd or isplays are permitted within the Village Review Area and the permittee remains in compliance
with the subj :,proved permit.
Signature _"'"'11,..+-/\+-'~---------------t" J
Date:_.......,~.c-4-/d___,~/ ........ /_,_,1 __ _
P-1 Page 3 of6 Revised 03/17
-. I
{_ Cicy of
Carlsbad
DISCLOSURE STATEMENT
P-1(A)
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Applicant's statement or disclosure of certain ownership interests on all applications which will •
require discretionary action on the part of the City Council or any appointed Board, Commission
or Committee.
The following information MUST be disclosed at the time of application submittal. Your project
cannot be reviewed until this information is completed. Please print.
Note:
Person is defined as •Any individual, firm, co-partnership, joint venture, association, social club, fraternal
organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county,
city municipality, district or other political subdivision or any other group or combination acting as a unit•
Agents may sign this document; however, the legal name and entity of the applicant and property owner
must be provided below.
1. APPLICANT (Not the applicant's agent)
Provide the COMPLETE, LEGAL names and addresses of ALL persons having a
financial interest in the application . If the applicant includes a corporation or partnership.
include the names, titles, addresses of all individuals owning more than 10% of the
shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE
INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned
corporation, include the names, titles, and addresses of the corporate officers. (A
separate page may be attached if necessary.)
Person Don Glatthorn Corp/Part Kitchell Development Co.
Title Title --------------------------Address 1555 Camino Del Mar ste 307 Address Del Mar, CA 92014
2. OWNER (Not the owner's agent)
P-1(A)
Provide the COMPLETE, LEGAL names and addresses of ALL persons having any
ownership interest in the property involved. Also, provide the nature of the legal
ownership (i.e., partnership, tenants in common, non-profit, corporation , etc.). If the
ownership includes a corporation or partnership. include the names, titles, addresses of
all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE
THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE
SPACE BELOW. If a publicly-owned corpora tion, include the names, titles, and
addresses of the corporate officers. (A separate page may be attached if necessary.)
Person Don Glatthorn Corp/Part Kitchell Development Co.
Title Title --------------------------
Address 1555 Camino Del Mar Address -------------
Ste. 307 Del Mar, CA 92014
Page 1 of 2 Revised 07/10
3. NON-PROFIT ORGANIZATION OR TRUST
If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust,
list the names and addresses of ANY person serving as an officer or director of the non-
profit organization or as trustee or beneficiary of the.
Non Profit/Trust________ Non Profit/Trust. _________ _
Title Title --------------------------
Address _________ _ Address ___________ _
4. Have you had more than $500 worth of business transacted with any member of City
staff, Boards, Commissions, Committees and/or Council within the past twelve (12)
months?
D Yes l ✓I No If yes, please indicate person(s): __________ _
NOTE: Attach additional sheets if necessary.
at all the above information is true and corre
Don Glatthorn Don Glatthorn
Print or type name of owner Print or type name of applicant
Signature of owner/applicant's agent if applicable/date
Print or type name of owner/applicant's agent
P-1(A) Page 2 of 2 Revised 07/10
Ccityof
Carlsbad
HAZARDOUS WASTE
AND SUBSTANCES
STATEMENT
P-1(C)
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Consultation of Lists of Sites Related to Hazardous Wastes
(Certification of Compliance with Government Code Section 65962.5)
Pursuant to State of California Government Code Section 65962.5, I have consulted the
Hazardous Waste and Substances Sites List compiled by the California Environmental
Protection Agency and hereby certify that (check one):
[ii The development project and any alternatives proposed in this application are not contained on the
lists compiled pursuant to Section 65962.5 of the State Government Code.
D The development project and any alternatives proposed in this application ~ contained on the lists
compiled pursuant to Section 65962.5 of the State Government Code.
APPLICANT
Name: Don Glatthorn
Address: 1555 Camino Del Mar
suite 307 Del Mar, CA 92014
Phone Number: 858-94 7-5225
PROPERTY OWNER
Name: Don Glatthorn
Address: 1555 Camino Del Mar
suite 307 Del Mar, CA 92014
Phone Number: 858-94 7 -5225
Address of Site: 2690 Roosevelt Street Carlsbad, CA 92008
Local Agency (City and County):_C_a_rl_s_b_a_d_C_a_l_ifo_rn_i_a ____________ _
Assessor's book, page, and parcel number:_2_0_3_-_1_0_2_-_1_5 _____________ _
Specify list(s):_N_/_A __________________________ _
Regulatory Identification Number:_N_/_A ____________________ _
Date of List: N/ A -----------------------------
ature/Date
The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local
agencies and developers to comply with the California Environmental Quality Act requirements
in providing information about the location of hazardous materials relea~e sites.
P-1(C) Page 1 of 2 Revised 02/13
Per the California Environmental Protection Agency's website, "While Government Code
Section 65962.5 [referred to as the Cortese List] makes reference to the preparation of a "list,"
many changes have occurred related to web-based information access since [the amended
statute's effective date in] 1992 and this information is now largely available on the Internet sites
of the responsible organizations. Those requesting a copy of the Cortese "list" are now referred
directly to the appropriate information resources contained on the Internet web sites of the
boards or departments that are referenced in the statute."
Below is a list of agencies that maintain information regarding hazardous waste and substances
sites.
Department of Toxic Substances Control
www.calepa.ca.gov/sitecleanup/CorteseList/default.htm
www.calepa.ca.gov/database/calsites
www.envirostor.dtsc.ca.gov/public
EnviroStor Help Desk (916) 323-3400
State Water Resources Control Board
http://geotracker.waterboards.ca.gov/
County of San Diego
Department of Environmental Health Services
www.co.san-diego.ea.us/deh
Hazardous Materials Division
www.sdcounty.ca.gov/deh/hazmat/hazmat permits.html
Mailing Address:
County of San Diego Department of Environmental Health
P.O. Box 129261
San Diego, CA 92112-9261
Call Duty Specialist for technical questions at (858) 505-6880, fax (858) 505-6868 (fax)
Environmental Protection Agency
National Priorities Sites ("Superfund" or "CERCLIS")
www.epa.gov/superfund/sites/cursites
(800) 424-9346 or (702) 284-8214
National Priorities List Sites in the United States
www.eoa.gov/superfund/sites/npl/npl.htm
P-1(C) Page 2 of 2 Revised 02/13
.,
ENVIRONMENTAL INFORMATION FORM
(To be Completed by Applicant)
Date Filed: ___________ (To be completed by City)
Application Number(s): _______________________ _
General Information
1. Name of project: _2_6_9_0_R_o_o_s_e_v_e_lt _______________ _
2. Name of developer or project sponsor: kitchell Development Co.
Address: 1555 Camino Del Mar, Ste 307
City, State, Zip Code: Del Mar, CA 92014
Phone Number: (858) 947-5224
3. Name of person to be contacted concerning this project:. Don Glatthorn
Address: 1555 Camino Del Mar, Ste 307
City, State, Zip Code: Del Mar, CA 92014
Phone Number: (858) 94 7-5224
4. Address of Project: 2690 Roosevelt Street
Assessor's Parcel Number: 203-102-15
5.
6.
7.
8.
9.
---------------------
List and describe any other related permits and other public approvals required for this project,
including those required by city, regional, state and federal agencies:
Tentative tract map, Site development plan, Preliminary grading plan
Existing General Plan Land Use Designation: _V ______________ _
Existing zoning district: _V_-_R ___________________ _
Existing land use(s): _R_e_s_i_d_e_n_t_ia_l _________________ _
Proposed use of site (Project for which this form is filed): 3 multi-residential buildings
to house a total of 9 condominium units.
Project Description
10. Site size: 18,345 SF (0.42 AC)
11.
12:
13.
Proposed Building square footage: _1_0_,_7_4_8_S_F _____________ _
Number of floors of construction: _3 __________________ _
Amount of off-street parking provided: _1_7_G_A_R_A_G_E_S_P_A_C_E_S _______ _
14. Associated projects: ______________________ _
P-1(0) Page 2 of 4 Revised 07/10
15.
16.
If residential, include the number of units and schedule of unit sizes: 9 condominium
units. Three 2 bedroom units and Six 3 bedroom units.
If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage
of sales area, and loading facilities:
N/A
17. If industrial, indicate type, estimated employment per shift, and loading facilities:
N/A
18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy,
loading facilities, and community benefits to be derived from the project: ________ _
N/A
19. If the project involves a variance, conditional use or rezoning applications, state this and indicate
clearly why the application is required: ___________________ _
N/A
P-1(O) Page 3 of 4 Revised 07/10
Are the following items applicable to the project or its effects? Discuss all items checked yes (attach
additional sheets as necessary).
20. Change in existing features of any bays, tidelands, beaches, or hills, or substantial
alteration of ground contours.
21. Change in scenic views or vistas from existing residential areas or public lands or
roads.
22. Change in pattern, scale or character of general area of project.
23. Significant amounts of solid waste or litter.
24. Change in dust, ash, smoke, fumes or odors in vicinity.
25. Change in ocean, bay, lake, stream or ground water quality or quantity, or
alteration of existing drainage patterns.
26. Substantial change in existing noise or vibration levels in the vicinity.
27. Site on filled land or on slope of 10 percent or more.
28. Use of disposal of potentially hazardous materials, such as toxic substances,
flammables or explosives.
29. Substantial change in demand for municipal services (police, fire, water, sewage,
etc.).
30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.).
31. Relationship to a larger project or series of projects.
Environmental Setting
Attach sheets that include a response to the following questions:
Yes No □ [ZI
□ [ZI
□ IZI
□ IZ]
□ 12]
□ 0
□ 0
□ 0
□ 0
0 □
□ 12]
□ IZ]
32. Describe the project site as it exists before the project, including information on topography, soil
stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing
structures on the site, and the use of the structures. Attach photographs of the site. Snapshots
or Polaroid photos will be accepted.
33. Describe the surrounding properties, including information on plants and animals and any
cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.),
intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of
development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity.
Snapshots or polaroid photos will be accepted.
Certification
I hereby certify that the statements furnished above and in the attached exhibits present the data and
information required for this initial evaluation to the best of my • • , and that the facts, statements, and
information presented are true and correct to the best of my kn , e and belief.
Date:
For:
P-1(0) Page 4 of 4 Revised 07/10
32. The existing site is a 0.42 acre property on Roosevelt Street. The site is flat, with a slight
slope Westerly to Roosevelt Street. There is a single family residence that was converted
to a doctor's office. There is a handicapped parking space in the driveway and a 2 car
attached garage. Additional parking is available on the street. The site is covered with
established ground cover, including trees and palm tree clusters. There is no evidence of
any animals on the site, which is consistent with an established urban lot. There are no
cultural, historical or scenic aspects associated with this site.
33. The surrounding area is predominantly muli-unit residential, with some single family
homes and a nearby trailer park. Roosevelt Street is the primary access, which runs
Northwest to Southeast. There is a vacant lot to the Northwest, which appears to be the
only vacant lot in the block. The next lot to the Northwest has a single family residence, as
well as the lot to the Northeast. The other three adjoining lots have multi-unit residential
structures. Further to the Southeast, the block houses a post office and shopping center.
With the exception of the single family homes, most lots are developed to the setbacks
with little or no rear yards. The site is within the Carlsbad Village region, so there are
cultural and design impacts to the project.
Ccicyof
Carlsbad
TIME LIMITS ON
DISCRETIONARY
PROJECTS
P-1 (E)
PLEASE NOTE:
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
Time limits on the processing of discretionary projects established by state law do not start until a
project application is deemed complete by the City. The City has 30 calendar days from the date of
application submittal to determine whether an application is complete or incomplete. Within 30 days of
submittal of this application you will receive a letter stating whether this application is complete or
incomplete. If it is incomplete, the letter will state what is needed to make this application complete.
When the application is complete, the processing period will start upon the date of the completion letter.
If you have any questions regarding application submittal requirements (i.e., clarification
regarding a specific re· • ement or whether all requirements are necessary for your particular
application) please ca \( 602-4610.
Applicant Signature: !, ~ 'tlJ
Staff Signature:
Date:
To be stapled with receipt to the application
P-1(E) Page 1 of 1 Revised 07 /10
. Ccityof
Carlsbad
TENTATIVE PARCEL MAP
WAIVER OF PROCESSING
TIME LIMITS •
P-1(F)
Proposed Minor Subdivision No.: __________ _
Development Services
Planning Division
1635 Faraday Avenue
760-602-4610
www.carlsbadca.gov
Subdivision Map Act (SMA) Section 66452.1 sets a 50-day time limit for the Planning Division to process
tentative parcel maps. Per SMA Section 66451.1, this time limit may be extended by mutual consent of the
applicant and the city to allow for concurrent processing of related approvals or an environmental review of the
project.
By accepting applications for tentative parcel maps concurrently with applications for other approvals that are
prerequisites to the map (e.g., Environmental Information Form, Environmental Impact Report, Condominium
Permit, Planned Unit Development), the 50-day time limit is often exceeded. For the city to process a tentative
parcel map application concurrently, the property owner or applicant must sign this agreement. If this
agreement is not signed, the city will accept the tentative parcel map application only after all prerequisites to
the map have been processed and approved.
The undersigned acknowledges the processing time required by the city is expected to exceed the 50-day time
restriction and hereby waives such time restriction for city planner action.
Don Glatthorn 02/25/2020 Signer is (check one):
------,,r<ci<---------------------[{]Property Owner □Applicant
Signatu e Print Name Date
Signer is (check one): ________________________ □Property Owner □Applicant
Signature Print Name Date
P-1 (F) Rev. 04/13
Ccicyof
Carlsbad
PURPOSE
CLIMATE ACTION PLAN
CONSISTENCY CHECKLIST
P-30
Development Services
Planning Division
1635 Faraday Avenue
(760) 602-4610
www.carlsbadca.gov
In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines
actions that the city will undertake to achieve its proportional share of state greenhouse gas
(GHG) emissions reductions. This checklist contains measures that are required to be
implemented on a project-by-project basis to ensure that .the specified emissions targets identified
in the Climate Action Plan (CAP) are achieved. Implementation of these measures will ensure
that new development is consistent with the CAP's assumption for relevant CAP strategies toward
achieving the identified greenhouse gas (GHG) reduction targets. In this manner, a project's
incremental contribution to a cumulative GHG emissions effect may be determined not to be
cumulatively considerable if it complies with the requirements of the CAP, in accordance with
CEQA Guidelines Sections 15064(h)(3), 15130(d), and 15183(b).
This checklist is intended to assist project applicants in identifying CAP ordinance requirements
and demonstrate how their project fulfills those requirements. This checklist is to be completed
and included in applications for new development projects that are subject to discretionary review
or require a building permit.
APPLICATION SUBMITTAL REQUIREMENTS
..i11 The completed checklist must be included in the project submittal package or building permit
application. Application submittal procedures can be found on the City of Carlsbad website.
This checklist is designed to assist the applicant in identifying the minimum CAP-related
requirements specific to their project. However, it may be necessary to supplemept the
completed checklist with supporting materials, calculations or certifications, to demonstrate
full compliance with CAP requirements. For example, projects that propose or require a
performance approach to comply with energy-related measures will need to attach to this
checklist separate calculations and documentation as specified by the ordinances .
..i11 If an item in the checklist is deemed to be not applicable to a project, or is less than the
minimum required by ordinance, an explanation must be provided to the satisfaction of the
Planning Division or building official.
..i11 The requirements in the checklist will be included in the project's conditions of approval or
issuance of building permit.
..i11 Details on CAP ordinance requirements are available· on the city's website.
P-30 Page 1 of 7 Revised 04/19
City of Carlsbad Climate Action Plan Consistency Checklist
STEP 1: LAND USE CONSISTENCY
The first step in determining CAP consistency for discretionary development is to assess the project's
consistency with the growth projections used in the development of the CAP. This section allows the city
to determine a project's consistency with the land use assumptions used in the CAP. Projects found not
to be consistent with the CAP's land use assumptions and that are projected to emit at or above the CAP
screening threshold of 900 metric tons of CO2 equivalent (MTCO2e) GHG will be subject to a project-
specific analysis of GHG emissions' impact on the environment in accordance with the requirements of
the California Environmental Quality Act (CEQA). This may result in GHG-reducing mitigation measures
applied as a condition of project approval in addition to compliance with the CAP ordinance requirements
identified in Step 2 of this checklist.
Checklist Item
(Check the appropriate box and provide an explanation aid supporting documentation fa-yr,.s answer)
A. Is the proposed project consistent with the existing General Plan land use and specific/master plan or zoning
designations?
OR,
If the proposed project is not consistent with the existing land use plan and zoning designations, does the project
include a land use plan and/or specific plan, master plan or zoning designation amendment that would result in an
equivalent or less GHG-intensive project when compared to the existing designations?
Yes No
□
If "Yes", proceed to Step 2 of the checklist. For the second option under Question A above, provide estimated project-related GHG emissions under
both existing and proposed designation(s) for comparison. GHG emissions must be estimated in accordance with the City of Carlsbad Guidance to
Demonstrating Consistency with the Climate Action Plan.
If "No", proceed to Question B.
B. The CAP established a screening threshold of 900 MTCOze/year for new development projects to assist in
determining consistency with the CAP. The types and sizes of typical projects listed below have been determined to
correspond to the CAP screening threshold. Will the proposed land use change result in the construction of less
than any one of the following?
• Single-Family Housing: 50 dwelling units
• Multi-Family Housing: 70 dwelling units
• Office: 35,000 square feet
• Retail Store: 11,000 square feet
• Grocery Store: 6,300 square feet
• Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions
analysis to determine whether it is below the 900 MTCO2e/year screening threshold.
If "Yes", proceed to Step 2 of the checklist.
□ □
If "No", the project's GHG impact is potentially significant and must be analyzed in accordance with CEQA. Applicant must prepare a Self-developed
GHG emissions reduction program in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan to
demonstrate how it would offset the increase in emissions over the existing designations. The project must incorporate each of the applicable
measures identified in Step 2 to mitigate cumulative GHG emissions impacts unless the decision maker finds that a measure is infeasible in
accordance with California Environmental Quality Act Guidelines Section 15091. Mitigation in lieu of or in addition to the measures in Step 2 may be
required, depending on the results of the project-specific GHG impact analysis. Proceed and complete a project-specific Self-developed GHG
emissions reduction program and Step 2 of the Checklist.
P-30 Page 2 of 7 Revised 04/19
City of Carlsbad Climate Action Plan Consistency Checklist
STEP 2: CAP ORDINANCE COMPLIANCE REQUIREMENTS
Completion of this checklist will document a project's compliance with CAP ordinances, and in turn,
demonstrate consistency with the applicable measures and actions of the CAP. The compliance
requirements in this Step 2 apply to development projects that require a building permit. All other
development projects shall implement all emissions-related mitigation measures from the General Plan
Update EIR.
Project No./Name: 2690 Roosevelt.
Property Address/APN: 203 -102 -15 / 2690 Roosevelt Street Carlsbad, CA 92008
Applicant Name/Co.: Don Glatthorn / KITCHELL DEVELOPMENT CO.
Applicant Address: 1555 Camino Del Mar, Suite 307
Contact Phone: 858-94 7 -5225 Contact Email: dglatthorn@kitchell.com
Contact information of person completing this checklist (if different than above):
Name: Dan Mullen Contact Phone: 619-299-7070 x104
Company name/address: Starck Achitecture and Planning Contact Email: dan@starckap.com
2045 Kettner Blvd. Suite 100, San Diego CA 92101
Use the table below to determine which sections of the Ordinance Compliance checklist are applicable to your
project. If your project includes alterations or additions to an existing building , please contact the Carlsbad
Building Division for assistance in estimating building permit valuation, by phone at 760-602-2719 or by email at
building@carlsbadca.gov.
Estimated Building Permit Valuation (BPV): $ _______ _
IX] Residential
IZI New construction / 2A, 3A and 4A
□ Alterations:
□ BPV <!: $60,000 1A All residential alterations
□ BPV <!: $60,000 1A and 4A 1-2 family dwellings and townhouses with attached garages
□ Electrical service panel upgrade 4A only
Multi-family dwellings only where interior finishes are removed
□ BPV <!: $200,000 1A and 4A and significant site work and upgrades to structural and
mechanical, electrical, and/or plumbing systems are proposed
D Nonresidential
□ New construction / 1s, 2B, 3B, 4B and 5
□ Alterations:
P-30 Page 3 of 7 Revised 04/19
City of Carlsbad Climate Action Plan Consistency Checklist
□ BPV 2: $200,000 or additions 2: 1,000 1B, 5 square feet
□ BPV 2: $1 ,000,000 1B, 2B and 5 Building alterations of 2: 75% existing gross floor area
□ 2: 2,000 sq. ft. new roof addition 2B and 5 1 B also applies if BPV 2: $200 ,000
Please refer to Carlsbad Ordinance No. CS-347 and the California Green Building Standards Code (CALGreen) for more information when completing this
section.
A D Residential addition or alteration ~ $60,000 building permit valuation.
See Ord. CS-347, Section 8.
Year Built Single-family Requirements
□ Before 1978 Select one:
□ Duct sealing □ Attic insulation □ Cool roof
□ 1978 and later Select one:
□ Lighting package □ Water heating package
□ Between 1978 and 1990
□ 1991 and later
□ N/A _________ _
□ Exception: Home energy score 2! 7
(attach certification)
Multi-family Requirements
□ Attic insulation
Select one:
□ Attic insulation □ Duct SealinQ □ Cool roof
Select one:
□ Lighting package □ Water heating package
B. D Nonresidential* new construction or alterations ~ $200,000 building permit valuation,
or additions ~ 1,000 square feet □ N/A -----------See CALGreen Appendix AS, Discussion A5.2, as amended in CS-347, Section 3.
A5.203.1 .1.1
□ Outdoor lighting: .90 Allowed Outdoor Lighting Power □ N/A
A5.203.1 .1.2
□ Restaurant service water heating (comply with California Energy Code Section 140.5, as amended) □ N/A
AS.203.1 .2.1
Choose one as applicable: □ .95 Energy budget □ .90 Energy budget □ N/A
AS.211 .1 ...
□ On-site renewable energy □ N/A
A5.211 .3 ..
□ Green power (if offered by local utility provider, 50% minimum renewable sources) □ N/A
AS.212.1
□ Elevators and escalators □ N/A
A5.213.1
□ Steel framing □ N/A
P-30 Page 4 of 7 Revised 04/19
City of Carlsbad Climate Action Plan Consistency Checklist
* Includes hotels/motels and high-rise residential buildings
** For alterations.: $1 ,000,000 BPV and affecting > 75% existing gross floor area, or alterations that add 2,000 square feet of new roof addition: comply
with California Energy Code section 120.10 instead.
2. Photovoltaic Systems
A. IX] Residential new construction (for building pennit applications submitted after 1/1/20). Refer to 2019 California Energy Code section
150.1 (c) 14 for requirements. Note: if project includes installation of an electric heat pump water heater pursuant to Carlsbad
ordinance CS-348, increase system size by .3kWdc if PV offset option is selected.
Floor Plan ID (use additional CFA #d.u. Calculated kWdc*
sheets if necessary)
See additional attached sheet for calculation
Total System Size:
kWdc = (CFAx.572) / 1,000 + (1 .15 x #d.u.)
*Formula calculation where CFA = conditional floor area, #du = number of dwellings per plan type
If proposed system size is less than calculated size, please explain.
Exception
D
D
D
D
kWdc
B. D Nonresidential new construction or alterations ~$1,000,000 BPV and affecting ~75% existing floor area, or addition that increases roof
area by ~.000 square feet Please refer to Carlsbad Ordinance CS-347, Section 6 when completing this section.
Choose one of the following methods:
D Gross Floor Area (GFA) Method
GFA:
□ If < 1 O,OOOs.f. Enter: 5 kWdc
Min. System Size:
□ If~ 1 O,OOOs.f. calculate: 15 kWdc x (GFN10,000) **
kWdc ---
**Round building size factor to nearest tenth, and round system size to nearest whole number.
D Time-Dependent Valuation Method
Annual TDV Energy use:*** _____ _ x .80= Min. system size: ____ _ kWdc
***Attach calculation documentation using modeling software approved by the California Energy Commission.
P-30 Page 5 of 7 Revised 04/19
2. Photovoltaic Systams
A. IR) Residential new construction (for building permit applications submitted after 1/1/20~ Refer to 2019 California Energy Code section
150.1 (c) 14 for requirements. Note: if project includes installation of an elecbic heat pump water heater pursuant to Carlsbad
ordinance CS-348, increase system size by .3kWdc if PV offset option is selected.
A2-1 1258 SF 1 1.869576
A5-2 2603 SF 1 2.638916
A8-3 2892 SF 2.804224
83-1 1558 SF 2.041176
87-2 2861 SF 2.786492
89-3 3165 SF 2.96038
C1-1 904 SF 1 1.667088
C4-2 2482 SF 2.569704
C6-3 2741 SF 2.717852
PANEL 79.69" X 40.31" 0.4 KWATT PANEL LG
TOT AL NUMBER OF PANELS 55.13852
3 BUILDINGS 18.37950667 PANELS PER BLDG
kWdc = (CFAx.572) / 1,000 + (1.15 x #d.u.)
"Foonula calculation where CFA = condtional floor area, #du = nurrber of dwellings per plan type
If prcposed system size is less than calculated size, please explain.
\ ' ' ..
City of Carlsbad Climate Action Plan Consistency Checklist
3. Water Heating
A. 00 Residential and hotel/motel new construction
Please refer to Carlsbad Ordinance CS-347 and CS-348 when completing this section.
D For systems serving individual dwelling units choose one:
D Heat pump water heater AND compact hot water distribution AND drain water heat recovery {low-rise
residential only)
D Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.10
(for high rise residential hotel/motel) or 150.1 (c) 14 (for low-rise residential)
D Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification
~ Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors
D Exception:
D For systems serving multiple dwelling units, install a central water-heating system with all of the following:
D Gas or propane water heating system
D Recirculation system per CS-347 (high-rise residential, hotel/motel) or CS-348 (low-rise residential)
D Solar water heating system that is either:
D .60 solar savings fraction or 40 s.f. solar collectors
D .40 solar savings fraction , plus drain water heat recovery
D Exception:
B. D Nonresidential new construction
Please refer to Carlsbad Ordinance CS-347 when completing this section.
D Water heating system derives at least 40% of its energy from one of the following (attach documentation):
D Solar-thermal D Photovoltaics D Recovered energy
D Water heating system is (choose one):
D Heat pump water heater
D Electric resistance water heater(s)
D Solar water heating system with .40 solar savings fraction
D Exception:
4. Electric Vehicle Charging
A. ~ Residential New construction and major alterations*
Please refer to Carlsbad Ordinance CS-349 when completing this section.
D One and two-family residential dwelling or townhouse with attached garage:
D One EVSE ready parking space required D Exception :
00 Multi-family residential· D Exception •
Total Parking Spaces EVSE Spaces
Proposed Capable I Ready I Installed
17 Spaces 1 I -I 1
I Total
I 2
Calculations: Total EVSE spaces= .10 x Total parking (rounded up to nearest whole number) ... 0.10 X 17 = 1.7 (2.00 Total EVSE spaces)
EVSE Installed= Total EVSE Spaces x .50 (rounded up to nearest whole number). 2.00 X 0.50 = 1.00 EVSE Installed
EVSE other= Total EVSE spaces -EVSE Installed ...... 2.00 -1.00 = 1.00 EVSE other
(EVSE other may be "Capable," "Ready" or "Installed.")
P-30 Page 6 of 7 Revised 04/19
City of Carlsbad Climate Action Plan Consistency Checklist
*Major alterations are: (1) for one and two-family dwellings and townhouses with attached garages, alterations have a building permit valuation ~
$60,000 or include an electrical service panel upgrade; (2) for multifamily dwellings (three units or more without attached garages), alterations have a
building permit valuation ~ $200,000, interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical,
and/or plumbing systems are proposed.
B. D Nonresidential new construction (includes hotels/motels) D Exception •
Total Parking Spaces EVSE Spaces
Proposed Capable Ready Installed Total
Calculation : Refer to the table below:
Total Number of Parking Spaces provided Number of required EV Spaces Number of required EVSE Installed
Spaces
D 0-9 1 1
D 10-25 2 1
D 26-50 4 2
D 51-75 6 3
D 76-100 9 5
D 101-150 12 6
D 151-200 17 9
D 201 and over 10 percent of total 50 percent of Required EV
Spaces
5. D Transportation Demand Management (TDM)
A. List each proposed nonresidential use and gross floor area (GFA) allocated to each use.
B. Employee ADT/1 ,000 square feet is selected from the City of Carlsbad Employee ADT Table.
Use GFA Employee ADT/1,000 S.F. Total Employee ADT
Total
If total employee ADT is greater than or equal to 110 employee ADT, a TOM plan is required.
*NOTE: Notwithstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P.11 requires new development that adds
vehicle traffic to vehicle LOS-exempt street facilities to implement TOM and transportation system management strategies. Please consult with City of
Carlsbad Land Development Engineering (LOE) staff to determine whether this policy applies to your project.
TOM plan required: Yes D No D
LOE Staff Verification: □ _____ (staff initials)
P-30 Page 7 of 7 Revised 04/19
--..., K
Planning
KITCHELL DEVELOPMENT COMPANY
2690 Roosevelt
SA+P Job No.: 2018022
Trip Generation
Date: 03/15/19
Traffic demand from the proposed project was calculated using the "Condominium" rate of 8
trips per unit from the SAN DAG Traffic Generator Rate Table. Traffic demand is calculated as
follows:
USE RATE Units Proposed ADT
Condominium 8/ D.U. 10 80
As shown in the table above, a Circulation Impact Analysis will not be required because the
proposed project would generate less than the 500 ADT required to prepare the Circulation
Impact Analysis .
Page I 1
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PHOTO EXHIBIT
NJ4"00'2
10.60',
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JOB NO. 18-007 4/01/19
SOWARDS & BROWN ENGINEERING
CONSUL TING ENGINEERS
2187 NEWCASTLE AVENUE SUITE 103
CARDIFF BY THE SEA, CA., 92007
TEL. 760/436-8500 FAX 760/436-8603
,,,.
Secretary of State
Certificate of Limited Partnership
(LP)
IMPORTANT -Read lnstmctions before completing this form.
Filing Fee -$70.00
Copy Fees -First page $ ·t .00; each attachment page $0.50;
Certification Fee• $5,00
LP-1
201809400009
FILED ,~iJ
Secretary of State
State of California
APR O 3 2018 <f5
Note: LPs may have to pay minimum $800 tax to the California Franchise Tax Board
each year. For more information, go to https:llwww.ftb.ca.gov, cf.I
\ Above Space For Office Use Only
1. Limited Partnership Name (See tns/ruct/011s-Must contah1 an LP ending such as LP or l.P. "LP" will be added, if riot included.)
Roosevelt Carlsbad, LP
2. Business Addresses
a. Initial SI reel Addross of LP's Oesrgrrnled Office in CaUfornia • Donal enter a P.O. Cily (no aUbtevlations) Slate Zip Codo
Box
1555 Camino Del Mar, Suite 307 Del Mar CA 92014
b. lniliaf Malling Addre9s or LP, If dllfotonl ihan Item 2a City {no aburovlalions) Stale Zip C<id<>
1707 East Highland Avenue, Suite 100 Phoenix AZ 85016
3. Service of Process (Musi provide either Individual OR Corporation.)
INDIVIDUAL-Complete Items 3a and 3b only. Must include agent's full name and California slreet address,
a. California Agent's First N~mo (if agent is not a corporation) Middle Name Last Name Suffix
Donald Glatthorn
-
b. Street Address (if agent is riot a corporation)• Do not antor a P.O. Box City (no abbreviations) State Zip Code
1ss·s Camino Del Mar, Suite 307 Del Mar CA 92014
. CORPORATION -Complete llern 3c. Only Include lhe name of lhe registered agent Corporahon.
c. California Regi$lered Corporale Agenl'i Name (if agent ;,, a corporation) -Do not completa llem 3a or 3b
4, General Partners (List lhe name and address of each general partner. Attach additional pages, If necessary.)
a. General Parlner's Nllme
Roosevelt General, LLC,_ an Arizona limited liability company
General Partner"s Address City (no abbreviations) Slalo Zip Coda
' 1707 East Highland Avenue, Suite 100 Phoenix AZ 85016
b. General Partner's Name
General Partner's /\ddress City (no abbrr;:.viations) Stale Zip Code
-·
Thrififci1mation contained herein, including in any attachments, is true and ~mrect.
~w ~ ,JA{i,,1 w P1tk~1
Geneu(PanrSlg6ature Type or Print Name Jeffrey W; Allen, President of Kitchell
Development Company, the Manager of Roosevelt General,
LLC, an Arizona limited liability company, the General Partner
General Partner Signature
LP-1 (l{gV 1/2018)
Type or Print Name
2018 Cnfiforo!a Sccrela,y ol Slate
l,izfile.sos.ca.gov
',, '"
i heret)_y '.:.:e-rt.ty tfiaL U112: forf"'.gG~11-;
transcript of pag&ts)
~s -a h..rti, ~rue and r;.on-€-£...i CC'fJ""J cf fui:;
ortgir~ re-c·ord 1n thi:: c1JstG~fy of t.f'ia
Caiffornta Secretary of S!Bt~'s :.)ffc.r1
6540131v2/1569!-0164
AGREEMENT OF LIMITED PARTNERSHIP
OF
ROOSEVELT CARLSBAD, LP,
a California limited partnership
Carlsbad Project
Carlsbad, California
AGREEMENT OF LIMITED PARTNERSHIP
OF
ROOSEVELT CARLSBAD, LP,
a California limited partnership
TABLE OF CONTENTS
ARTICLE 1 -DEFINITIONS ........................................................................................................ 1
1.1 Act ........................................................................................................... 1
1.2 Affiliate ..................................................................................................... 1
1.3 Agreement ............................................................. .-................................. 1
1.4 Applicable Laws ....................................................................................... 1
1.5 Bankruptcy ............................................................................................... 1
1.6 Capital Contribution ................................................................................. 2
1.7 CashFlow ................................................................................................ 2
1. 8 Certificate ................................................................................................ 2
1. 9 Effective Date .......................................................................................... 2
1.10 FiscalYear ............................................................................................... 2
1.11 General Partner ....................................................................................... 2
1.12 Indemnified Person ............................................................. : .................... 2
1.13 Limited Partner ........................................................................................ 2
1.14 Partners ............................................ · ....................................................... 2
1.15 Partnership .............................................................................................. 2
1.16 Percentage Share .................................................................................... 3
1.17 Person ..................................................................................................... 3
1.18 Property ................................................................................................... 3
ARTICLE 2 -FORMATION; NAME; PURPOSES ....................................................................... 3
2.1 Agreement ............................................................................................... 3
2.2 Organization and Name ........................................................................... 3
2.3 Designated Office and Principal Place of Business; Agent for Se~ice of
Process .................................................................................................... 3
2.4 Purpose and Title ..................................................................................... 3
2.5 Term ......................................................................................... .-.............. 4
ARTICLE 3 -CONTRIBUTIONS ......................... • ........................................................................ 4
3.1 Capital Contributions; Borrowings; Partnership Interests ......................... 4
(a) Initial Capital Contributions ........................................................... 4
(b) Additional Capital Contributions .................................................... 4
(c) Partnership Borrowings ................................................................ 4
(d) Evidence of Ownership Interest.. .................................................. 4
(e) Percentage Shares ....................................................................... 4
(f) Withdrawal of Capital; No Priority Return .. , .................................. 4
ARTICLE 4 -DISTRIBUTIONS AND ALLOCATIONS ................................................................. 5
4.1 Distributions of Cash Flow ....................................................................... 5
4.2 Allocations of Profits and Losses ............................................................. 5
ARTICLE 5 -MANAGEMENT OF THE LIMITED PARTNERSHIP .............................................. 5
654013lv2/15691-0164
'•
5.1 Management Authority of the General Partner ......................................... 5
5.2 Compensation .......................................................................................... 6
5.3 Extent of Management Duties .................................................................. 7
5.4 Transactions with Related Parties ............................................................ 7
5.5 Liability for Acts and Omissions ................ ' ............................................... 7
5.6 Right to Rely Upon the Authority of the General Partner .......................... 8
5. 7 Right to Own Partnership Interests .......................................................... 8
ARTICLE 6 -PARTNERS ........................................................................................................... 8
6.1 Limitation of Liability ................................................................................. 8
6.2 Management of the Partnership ............................................................... 8
6.3 Power of Attorney .................................................................................... 8
6.4 Representations ....................................................................................... 9
6.5 Effect of Bankruptcy, Death, or Incompetency of Partner ....................... 1 O
ARTICLE ?-TRANSFERS OF PARTNERSHIP INTERESTS .................................................. 11
7.1 Prohibition on Transfer of Partnership Interests ..................................... 11
ARTICLE 8 -ADMINISTRATION .............................................................................................. 11
8.1 Bank Accounts ....................................................................................... 11
8.2 Title to Partnership Property .................................................................. 11
8.3 Books and Records ................................................................................ 11
8.4 Notices ................................................................................................... 12
8.5 Meetings ................................................................................................ 12
ARTICLE 9-FISCAL MATTERS .............................................................................................. 13
9.1 Fiscal Year ............................................................................................. 13
9.2 Accounting Principles.: ........................................................................... 13
9.3 Reports .................................................................................................. 13
9.4 Tax Returns; Tax Elections .................................................................... 13
(a) Tax Returns ................................................................................ 13
(b) Tax Elections .............................................................................. 13
ARTICLE 10 -TERMINATION .................................................................. : ............................... 13
10.1 Events of Dissolution ............................................................................. 13
10.2 Winding Up ............................................................................................ 13
10.3 Distribution on Dissolution and Termination ........................................... 14
ARTICLE 11 -MISCELLANEOUS ............................................................................................ 14
11.1 Governing Law ....................................................................................... 15
11.2 Successors and Assigns ........................................................................ 15
11.3 Grammatical Changes ........................................................................... 15
11.4 Captions and References ...................................................................... 15
11.5 Severability ............................................................................................ 15
11.6 Counterparts .......................................................................................... 15
11. 7 Private Litigation .................................................................................... 15
11. 8 Waiver of Right to Court Decree of Dissolution and Partition ................. 16
11.9 Other Business ...................................................................................... 16
11.10 Personal Property .................................................................................. 17
11.11 No Third Party Rights ............................................................................. 17
11.12 Merger or Consolidation ......................................................................... 17
ii
6540131v2/15691-0164
,.
11.13 Amendments .......................................................................................... 17
iii
-6540131v2/15691-0164
'•
AGREEMENT OF LIMITED PARTNERSHIP
OF
ROOSEVELT CARLSBAD, LP
This Agreement of Limited Partnership of ROOSEVELT CARLSBAD, LP (this
"Agreement"), is effective as of the 3rd day of April, 2018 (the "Effective Date"), by and among
Roosevelt General, LLC, an Arizona limited liability company (the "General Partner"), 2690
Roosevelt-Carlsbad, LLC, an Arizona limited liability company (the "Limited Partner"), and
Roosevelt Carlsbad, LP, a California limited partnership (the "Partnership").
RECITALS
A. The parties hereto have caused the Partnership to be formed as a limited
partnership pursuant to the Act.
B. The parties hereto desire to enter into this Agreement to govern the affairs of the
Partnership and the conduct of its business.
In consideration of the mutual agreements of the parties to this Agreement, and subject to
the terms and conditions of this Agreement, the parties to this Agreement hereby agree as follows:
AGREEMENT
ARTICLE 1
DEFINITIONS
Unless the context otherwise requires, the terms defined in this Article 1 shall have the
following meanings:
1.1 Act shall mean the California Uniform Limited Partnership Act of 2008 (Cal. Corp.
Code, Section 15900 et seq.), as amended from time to time.
1.2 Affiliate shall mean, when used with reference to a specified Person, (i) any relative
or spouse, or trustee thereof, of the specified Person, or (ii) any Person that directly or indirectly
through one or more intermediaries controls or is controlled by or is under common control with
the specified Person. Affiliate when used in reference to any Partner shall also include any Person
that directly or indirectly through one or more intermediaries controls or is controlled by or is under
common control with any one or more of the beneficial owners of such Partner.
1.3 Agreement shall have the meaning set forth in the introductory paragraph of this
Agreement and shall mean this. Agreement of Limited Partnership, as amended, modified,
supplemented, or restated from time to time.
1.4 Applicable Laws shall mean any statute, ordinance, law, treaty, rule, regulation,
code, and judicial or administrative precedent or order of any court or other governmental
authority applicable to the Partnership or the Property.
1.5 Bankruptcy of a Person shall be deemed to have occurred upon the happening of
any of the following: (i) the filing by such Person of an application for, or a consent to, the
654013lv2/15691-0164
'•
appointment of a trustee for such Person's assets; (ii) the filing by such Person of a voluntary
petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability
to pay its debts as they come due; ·(iii) the making by the Person of a general assignment for the
benefit of creditors; (iv) the filing by the Person of an answer admitting the material allegations of,
or its consenting to or defaulting in answering, a bankruptcy petition filed against it in any
bankruptcy proceeding; or (v) the entry of an order, judgment, or decree by any court of competent
jurisdiction adjudicating the Person as bankrupt or appointing a trustee of its assets, and such
order, judgment, or decree continues unstayed and in effect for a period of ninety (90) days.
1.6 Capital Contribution shall mean the total amount of money and the fair market
value of any property (determined net of any liabilities secured by such property that the
Partnership assumes or takes the property subject to) contributed, or to be contributed, as the.
case may be, to the Partnership by a Partner and shall include the contributions made pursuant
to Section 3.1(a) and Section 3.1(b).
1.7 Cash Flow shall mean the excess of gross cash receipts (exclusive of Capital
Contributions and, except to the extent the General Partner, in its sole and absolute discretion,
determines otherwise, proceeds received from any borrowings by the Partnership) over cash
disbursements for (a) all operating costs, (b) all principal and interest payments on debts
(including Partner loans), (c) all asset acquisition costs and capital costs necessary for the
maintenance, repair, and improvement of the Partnership's assets, and (d) reasonable reserves,
as determined by the General Partner in its sole and absolute discretion. Cash Flow shall not be
reduced by depreciation, cost recovery deductions, and other non-cash charges.
1.8 Certificate shall mean the Certificate of Limited Partnership of the Partnership filed
with the Secretary of State of the State of California pursuant to the Act, as amended, modified,
supplemented, or restated from time to time.
1.9 Effective Date· shall have the meaning set forth in the introductory paragraph of
this Agreement.
1.1 0 Fiscal Year shall mean the calendar year.
1.11 General Partner shall have the meaning set forth in the introductory _paragraph of
this Agreement and shall mean Roosevelt General, LLC, an Arizona limited liability company.
1.12 Indemnified Person shall have the meaning set forth in Section 5.5(a).
1.13 Limited Partner shall have the meaning set forth in the introductory paragraph of
this Agreement and shall mean 2690 Roosevelt Carlsbad, LLC, an Arizona limited liability
company.
1.14' Partner(s) shall mean the General Partner and the Limited Partner, when no
distinction is required by the context in which such term is used. Partner shall mean any one (1)
of the Partners.
1.15 Partnership shall have the meaning set forth in the introductory paragraph of this
Agreement.
2
654013lv2/l5691-0164
1.16 Percentage Share shall mean the percentage assigned to each Partner by which
each such Partner shall share in various allocations and distributions of the Partnership in
accordance with the terms of this Agreement, which is set forth in Section 3.1 (e).
1.17 Person shall mean any individual, partnership, corporation, limited liability
company, limited liability partnership, unincorporated association, trust, or other entity.
1.18 Property shall mean that certain real property ~he legal description of which is
attached as Exhibit A.
ARTICLE 2
FORMATION; NAME; PURPOSES
2.1 Agreement. From and after its execution, this Agreement shall constitute the only
limited partnership agreement of the Partnership, except as this Agreement may be amended
pursuant to the provisions of this Agreement. With the exception of the written agreements
contemplated or referenced in this Agreement which were, are, or will be executed by the parties
to this Agreement, this Agreement represents the entire agreement and understanding of the
parties to this Agreement with respect to the subject matter of this Agreement, and all prior or
concurrent agreements, understandings, representations, and warranties in regard to the subject
matter of this Agreement are and have been merged into this Agreement.
2.2 Organization and Name. The Partnership is and shall be a limited partnership
organized under and pursuant to the Act. The name of the Partnership is "Roosevelt Carlsbad,
LP." The Partners agree to execute such certificates or documents and perform such filings and
recordings and all other acts, including the filing of the Certificate and any amendments to the
Certificate, in appropriate governmental offices as may be required in order to comply with all
Applicable Laws.
2.3 Designated Office and Principal Place of Business: Agent for Service of Process.
(a) The designated office and principal place of business of the Partnership in
the State of California shall be 1555 Camino Del Mar, Suite 307, Del Mar, California 92014, or
such other place as the General Partner may designate by notice to the Partners. The principal
place of business of the Partnership in the State of Arizona shall be 1707 E. Highland Avenue,
Suite 100, Phoenix, Arizona 85016, or such other place as the General Partner may designate by
notice to the Partners.
(b) The name and address of the agent for service of process for the
Partnership in the State of California is Donald Glatthorn, 1555 Camino Del Mar, Suite 307, Del
Mar, California 92014. The General Partner may designate any other Person as the agent for
service of process as the General Partner deems appropriate subject to all Applicable Laws.
2.4 Purpose and Title. The business and purpose of the Partnership shall be to
acquire, own, hold, plat, zone, rezone, develop, improve, cause the construction of improvements
on, operate, manage, lease, pledge, encumber, option, sell, transfer, e~change, or otherwise
dispose of the Property, or' any part of or interest in the Property or any improvements on the
Property, and to engage in such other activities as are reasonably incidental to the foregoing. The
Partnership shall have the power to do all acts and things necessary, appropriate, convenient, or
useful in connection with the foregoing, including, without limitation, all of the powers that may be
3
6540131 v2/15691-0l64
exercised by the General Partner on behalf of the Partnership under this Agreement. Title to any
or all of the Property (or the interest of the Partnership in the Property) and all other Partnership
assets shall be taken and held in the name of the Partnership.
2.5 Term. The Partnership shall commence on the date of the filing of the Certificate
with the office of the Secretary of State of the.State of California and shall continue until terminated
as provided in Article 10 or as otherwise provided by law.
3.1
ARTICLE 3
CONTRIBUTIONS
Capital Contributions; Borrowings: Partnership Interests.
(a) Initial Capital Contributions. The Partners shall make the following initial
cash Capital Contributions to the Partnership:
General Partner
Limited Partner
$999.00
$1.00
(b) Additional Capital Contributions. The General Partner shall notify the
Partners of the amount of any additional Capital Contributions and the date of such additional
Capital Contributions to enable the Partnership to acquire the Property and to fund the
Partnership's initial pre-development and operating expenses. If the General Partner determines
at any time thereafter that the Partnership is, or within a reasonably anticipated period of time
shall be, in need of additional funds beyond the additional Capital Contributions made by the
Partners pursuant to the first sentence of this Section 3.1 (b), then the General Partner shall notify
the Partners of the amount of such additional Capital Contributions and the date such additional
Capital Contributions are due.
(c) Partnership Borrowings. The General Partner shall have the power and
authority to cause the Partnership to borrow funds at such times and on such terms, in such
amounts, and from such lenders as the General Partner, in its sole and absolute discretion, deems
necessary or appropriate, including, without limitation, borrowing funds from any Partner, any
Affiliate of a Partner, any bank, or any other financial institution.
(d) Evidence of Ownership Interest. No certificates or other evidence of
ownership shall be issued with respect to the ownership interests in the Partnership except this
Agreement, which, when executed, shall solely represent and evidence the ownership interests
in the Partnership of each Partner.
(e) Percentage Shares. Effective as of the date of this Agreement, the
Percentage Share that is attributed to each Partner is as follows:
(i) .1 % -General Partner
(ii) 99.9% -Limited Partner
(f) Withdrawal of Capital: No Priority Return. No Partner shall have any right
to withdraw or make a demand for withdrawal of all or any portion of such Partner's Capital
Contributions. Except as otherwise provided in this Agreement, no interest or additional share of
4
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profits shall be paid or credited to the Partners on any undistributed profits or funds left on deposit
with the Partnership; provided, however, that nothing herein contained shall be construed to
prevent or prohibit the payment of interest on account of Partner loans made to the Partnership.
Except as expressly provided in this Agreement, (i) no Partner shall have priority over any other
Partner as to the return of capital, profits or losses or items thereof, or distributions of Cash Flow
and (ii) no Partner shall have the right to demand or receive property other than cash for its Capital
Contributions to the Partnership or in payment of its share of Cash Flow.
ARTICLE4
DISTRIBUTIONS AND ALLOCATIONS
4.1 Distributions of Cash Flow. Prior to the dissolution of the Partnership and the
commencement of the liquidation of its assets and winding up of its affairs, the General Partner,
promptly following the end of each Fiscal Year and at such other times as the General Partner
may deem appropriate, shall determi.ne and distribute the Partnership's Cash Flow to the Partners
in accordance with their Percentage Shares, as the same may be adjusted from time to time
pursuant to the terms of this Agreement.
4.2 Allocations of Profits and Losses. Profits and losses for any Fiscal Year or other
period shall be allocated to the Partners in accordance with their Percentage Shares, as the same
may be adjusted from time to time pursuant to the terms of this Agreement.
ARTICLE 5
MANAGEMENT OF THE LIMITED PARTNERSHIP
5.1 Management Authority of the General Partner. Notwithstanding anything to the
contrary in this Agreement, except as otherwise provided in this Agreement, the General Partner
shall have full, complete, and exclusive discretion, power, and authority to manage and control all
aspects of the business and affairs of the Partnership, including, without limitation, the sole and
exclusive power and authority to manage and control the Property. In addition to the rights and
powers conferred upon the General Partner by this Agreement, the General Partner shall posses·s
and may exercise all of the rights and powers of a general partner as provided in the Act. Without
limiting the generality or applicability of any of the foregoing, the General Partner, acting on behalf
of the Partnership, shall have the power and authority to perform all acts that the Partnership is
authorized to perform, including, without limitation, to do any of the following:
(a) negotiate and enter into such sales agreements, construction agreements,
leases, licenses, easements, covenants, conditions, or restrictions, agreements with other land
owners, construction contracts, set aside agreements, or other contracts, agreements,
documents, or arrangements with respect to all or any portion of the Property or the other
Partnership assets, regardless whether such arrangements (including renewal terms) extend
beyond the date of termination of the Partnership, at such rental or amount, or for such
consideration, and upon such terms as it deems proper;
(b) compromise, submit to arbitration, sue on, or defend all claims in favor of
or against the Partnership;
(c) borrow money for Partnership purposes and repay, prepay, refinance,
increase, modify, recast, consolidate, or extend, in whole or in part, all Partnership loans and
5
654013lv2/l5691-0l64
indebtedness, as and when it shall see fit and enter into any loan agreements, notes, mortgages,
• financing statements, assignments of rents, guarantees, letters of credit, or· other documents,
agreements, security arrangements, or other arrangements in connection therewith;
(d) acquire rights, title, or interests in and manage, maintain, and improve all
or any portion of the Property;
(e) do all acts it deems necessary, appropriate, incidental, or convenient for
the operation, development, management, disposition, improvement, protection, or preservation
of the Partnership business;
(f) obtain and keep in force such forms of insurance in such amounts, and
upon such terms and with such carriers, as it shall determine;
(g) employ, engage, or contract with Persons for the operation, development,
construction, management, disposition, improvement, protection, or presentation of the
Partnership business, including but not limited to, land managers, development managers,
construction consultants, property managers, appraisers, consultants, engineers, architects,
contractors, developers, agents, insurance brokers, real estate brokers, leasing agents, loan
brokers, accountants, and attorneys, on such terms, for such compensation, and pursuant to any
such contracts or agreements as it shall determine;
(h) establish reserve funds for Partnership purposes from revenues derived
from Partnership operations or from financing, refinancing, sales, or other dispositions of the
Property or any of the Partnership assets;
(i) enter into agreements, options, or any other arrangements for the lease,
sale, exchange, or other disposition of all or any portion of the Property or any of the Partnership
assets, notwithstanding that such activity may constitute a sale or disposition of all or substantially
all of the assets of the Partnership;
0) execute, acknowledge, deliver, and perform any and all deeds,
agreements, documents, and instruments to effectuate the foregoing;
(k) obtain and maintain all necessary permits, licenses, rezoning, variances,
consents, approvals, or entitlements from the applicable governmental authorities and quasi-
governmental entities, or any other federal, state, county, or municipal authority • or any
governmental or quasi-governmental entity necessary for the ownership, development, and use
of the Property, and execute, acknowledge, deliver, and perform any and all deeds, agreements,
documents, instruments, and applications to effectuate the foregoing; and
(I) admit additional Partners to the Partnership.
Any and all of the foregoing powers of the General Partner as set forth in this Section 5.1 shall be
exercised in the sole and absolute determination of the General Partner, and the Limited Partner
shall have no right to approve, veto, or vote on any such decision.
5.2 Compensation. Neither the General Partner nor the Limited Partner shall receive
any compensation for its activities as a Partner, except as otherwise expressly authorized in this
Agreement, provided that nothing in this Agreement shall restrict reimbursement to the General
Partner of all reasonable out-of-pocket expenses incurred by the General Partner on behalf of the
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654013lv2/15691-0164
Partnership in connection with the business and affairs of the Partnership, including, without
limitation, all legal, accounting, due diligence, third party consulting charges, and other similar
expenses.
5.3 Extent of Management Duties. The General Partner shaH not be required to devote
its full time to the management of the Partnership business, and the General Partner shall devote
only such time to the Partnership business as it, in its sole and absolute discretion, shall deem to
be necessary to manage and supervise the Partnership business and affairs in a commercially
reasonable manner; provided, however, that nothing in this Agreement shall preclude the
employment, at the expense of the Partnership, of any agent or third party manager to manage
or provide other services in respect of the Partnership business.
5.4 Transactions with Related Parties. Notwithstanding anything to the contrary in this
Agreement or the Act, the General Partner, acting on behalf of the Partnership, may engage its
own services or the individual services of any Affiliate of the General Partner, any Partner, or any
Affiliate of a Partner for purposes related to the purposes of the Partnership, and nothing in this
Agreement shall preclude the payment of compensation as a Partnership expense for such
services rendered.
5.5 Liability for Acts and Omissions.
(a) To the fullest extent permitted by applicable law, neither the General
Partner, the Limited Partner, any Affiliate of any of the foregoing, nor any agent, member, officer,
director, stockholder, or employee of the General Partner, the Limited Partner, or any Affiliate of
any of the foregoing (each an "Indemnified Person") shall be liable, responsible, or accountable
in damages or otherwise to the Partnership, or to any of the Partners, for any mistakes or errors
in judgment or for any act or omission performed or omitted by them in good faith on behalf of the
Partnership and in a manner reasonably believed by them to be within the scope of their authority,
whether or not such act or omission might or would constitute negligence: provided, however, that
this exculpation shall not apply to acts or omissions that are determined by a final decision of a
court of competent jurisdiction to constitute fraud, bad faith, gross negligence, or willful
misconduct. The fact that any Indemnified Person obtained the written advice of legal counsel f9r
the Partnership that any act or omission by such Indemnified Person is within the scope of the
authority conferred on such Indemnified Person by this Agreement shall be conclusive evidence
that such Indemnified Person believed in good faith such act or omission was within the scope of
. authority conferred by this Agreement, but such Indemnified Person shall not be required to
procure such advice in taking or omitting to take any action under this Agreement. The General
Partner does not, in any way, guarantee that the Partners will make a profit, or receive a return of
the Partners' investment in the Partnership, from the business or affairs of the Partnership .
.j
(b) To the fullest extent permitted by law, the Partnership or its receiver or
trustee shall indemnify, defend (with counsel reasonably acceptable to the Indemnified Person),
and hold harmless each Indemnified Person from and against any and all loss, cost, damage,
expense, or liability, including, without limitation, fees and expenses of attorneys and other
experts and advisors and any and all court costs incurred by them or any of them, that relate to
or arise out of the Partnership, the ownership of the Property by the Partnership, or the
Partnership's business or affairs, regardless of whether such Indemnified Person continues to be
a Partner, an Affiliate of a Partner, or any agent, member, officer, director, stockholder, or
employee of a Partner or Affiliate thereof at the time any such liability or expense is paid or
incurred, if the Indemnified Person's conduct did not constitute fraud, bad faith, gross negligence,
or willful misconduct.
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6540131v2/15691-0l64
(c) To the extent that, at law or in equity, an Indemnified Person has duties
(including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, any
Indemnified Person acting under this Agreement or otherwise shall not be liable to the Partnership
or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of
this Agreement, to the extent that they expand or restrict the duties and liabilities of an Indemnified
Person otherwise existing at law or in equity, are agreed by the Partners to replace such other
duties and liabilities of such Indemnified Person.
5.6 Right to Rely Upon the Authority of the General Partner. Persons dealing with the
Partnership may rely upon the certification of the General Partner that it has the authority to make
any commitment or undertaking on behalf of the Partnership. No Person dealing with the General
Partner shall be required to ascertain its authority to make any such commitment or undertaking,
or any other fact or circumstance bearing upon the existence of its authority. In no event shall any
. Person dealing· with the General Partner, with respect to any of the Partnership assets, be
obligated to see to the application of any purchase money, rent, or money borrowed or advanced
thereon, or be obligated to see that the terms of this Agreement have been complied with, or be
obligated to inquire into the necessity or expediency of any act or action of the General Partner,
and every contract, agreement, deed, mortgage, lease, promissory note, or other instrument or
document executed by the General Partner on behalf of the Partnership, with respect to any of
the Partnership's assets, shall be conclusive evidence in favor of any and every Person relying
thereon or claiming· thereunder that (a) at the time or times of the execution and/or delivery
thereof, the Partnership was in full force and effect, (b) such instrument or document was duly
executed and authorized and is binding upon the Partnership and all of the Partners, and (c) the
General Partner was duly authorized and empowered to execute and deliver any and every such
instrument or document for and on behalf of the Partnership.
5. 7 Right to Own Partnership Interests. Nothing in this Agreement shall prevent an
officer, director, shareholder, manager, member, partner, or Affiliate of any Partner from owning
any interest in the Partnership, and to the extent of such ownership, said officer, director,
shareholder, manager, member, partner, or Affiliate shall be considered as a Partner and shall be
governed by all of the rights, privileges, duties, and responsibilities attendant upon said Partner
interest.
ARTICLE 6
PARTNERS
6.1 Limitation of Liability. Except to the extent provided in the Act, no Partner shall be
personally liable for the debts, liabilities, contracts, or any other obligations of the Partnership.
The failure of any Partner to make any Capital Contribution shall not create any right in any third
party (other than the Partners) against such Partner.
6.2 Management of the Partnership. No Partner, other than the General Partner, shall
take part in the management or control of the business of the Partnership, nor shall any such
Partner other than the General Partner transact any business in the name of the Partnership, nor
shall any Partner other than the General Partner have any right or authority to act for or bind the
Partnership.
6.3 Power of Attorney. Each Partner, by execution of this Agreement, hereby
irrevocably constitutes and appoints the General Partner, with full power of substitution, as its true
8
654013lv2/15691-0164
and lawful attorney-in-fact, in its name, place, and stead to make, execute, sign, acknowledge,
swear to, record, and file, on behalf of such Partner and on behalf of the Partnership, the following:
(a) the Certificate, this Agreement, any certificate of doing business under an
assumed name, and any other certificates or instruments that may be required to be filed by the
Partnership or the Partners under Applicable Law;
(b) instruments or documents as may be deemed necessary or desirable by
the General Partner upon the dissolution and winding up of the affairs of the Partnership;
(c) any and all amendments of the instruments described in Section 6.3(a) and
Section 6.3(b) and amendments to this Agreement, provided such amendments are either
required by law to be filed or permitted to be made by the General Partner pursuant to this
Agreement; and
(d) any and all such other instruments as may be deemed necessary or
desirable by the General Partner to carry out fully the provisions of this Agreement in accordance
with its terms.
The foregoing appointments and grants of authority (i) are special powers of
attorney, coupled with an interest, (ii) shall survive the bankruptcy or dissolution of such Partner,
and (iii) may be exercised by the General Partner for such Partner by the signature of the General
Partner. Pursuant to the power of attorney granted by each Partner to the General Partner as
described above, each Partner authorizes the General Partner to take any further action that the
General Partner shall consider necessary or convenient in connection with any of the foregoing,
hereby giving the General Partner full power and authority to do and perform each and every act
and thing whatsoever requisite and necessary to be done in and about the foregoing as fully as
such Partner might or could do if personally present, and hereby ratifying and confirming all that
the General Partner shall lawfully do or cause to be done by virtue hereof.
6.4 Representations.
(a) No registrati_on statement relating to the interests in the Partnership or
otherwise has been or will be filed with the United States Securities and Exchange Commission
under the Federal Securities Act of 1933, as amended, or the securities laws of any state.
(b)
Partnership th~t:
Each Partner represents and warrants to the other Partners and to the
(i) Such Partner has the power and authority to execute and comply
with the terms and provisions hereof;
(ii) Such Partner's Partnership interest has been or will be acquired
solely by and for the account of such Partner for investment purposes only and is not being
purchased for, or with a view to, subdivision, fractionalization, resale, or distribution; except as
provided in this Agreement, such Partner has no contract, undertaking, agreement, or
arrangement with any Person to sell, transfer, or pledge to such Person or anyone else such
PQrtner's Partnership interest (or any part thereof); such Partner has no present plans or
intentions to enter into any such contract, undertaking, or arrangement; and such Partner agrees
not to sell, hypothecate, or otherwise dispose of all-or any part of its Partnership interest;
9
654013lv2/1569l-0164
(iii) Such Partner acknowledges that its Partnership interest has not
and will not be registered under the Federal Securities Act of 1933, as amended, or under any
applicable state securities laws and cannot be sold or transferred without compliance with the
registration provisions of said Act or laws or compliance with exemptions, if any, available
thereunder. Such Partner understands that neither the Partnership nor the General Partner has
any obligation or intention to register the Partnership interests under any federal or state securities
act or law, or to file the reports to make public the information required by Rule 144 under the
Federal Securities Act of 1933, as amended;
(iv) Such Partner (A) has knowledge and experience in financial and
business matters in general, and in real estate investments in particular; (8) is capable of
evaluating the merits and risks of an investment in the Partnership; (C) has a financial condition
such that such Partner has no need for liquidity with respect to its investment in the Partnership
to satisfy any existing or contemplated undertaking or indebtedness; (D) is able to bear the
economic risk of its investment in the Partnership for an indefinite period of time, including the
risk of losing all of such investment, and loss of such investment would not materially adversely
affect such Partner; and (E) has either secured independent tax advice with respect to the
investment in the Partnership, upon which such Partner is solely relying, or is sufficiently familiar
with the income taxation of limited partnerships with similar purposes that such Partner has
deemed such independent advice unnecessary;
(v) Such Partner acknowledges that it has received or has access to
all material information and documents with respect to the Partnership and the Property and has
had the opportunity to ask questions and receive answers thereto and to verify and clarify any
information available to the Partners;
(vi) Such Partner has relied solely upon independent investigation
made by such Partner, and not on any statements, actions, or representations of the General
Partner or any Affiliate of the General Pa~ner, in making the decision to acquire such Partner's
Partnership interest; and
(vii) Such Partner acknowledges that (A) no federal or state agency has
reviewed or passed upon the adequacy or accuracy of the information set forth in the documents
submitted to such Partner or made any finding or determination as to the fairness for investment
or any recommendation or endorsement of an investment in the Partnership; (8) there are
restrictions on the transferability of such Partner's interest hereunder; (C) there will be. no public
market for such Partner's Partnership interest, and, accordingly, it may not be possible for such
Partner to liquidate its investment in the Partnership; and (D) any anticipated federal or state
income tax benefits applicable to such Partner's Partnership interest may be lost through changes
in, or adverse interpretations of, existing Applicable Laws.
6.5 Effect of Bankruptcy, Death. or Incompetency of Partner. No Partner shall have
any right to withdraw, retire, or resign from the Partnership. The Bankruptcy, dissolution, death,
or adjudication of incompetency of any Partner shall not in and of itself cause the termination or
dissolution of the Partnership, and the business of the Partnership shall continue. Upon any such
occurrence, the trustee, receiver, executor, administra~or, committee, guardian, or conservator of
the Partner in question shall be deemed an assignee of such Partner for the purpose of settling
or managing the estate or property. As an assignee, the successor to the interest of such Partner
shall have only the rights of such Partner in Partnership profits, losses, items thereof, and
distributions. The successor shall not be a substituted Partner unless and until it is admitted into
the Partnership as provided in this Agreement, and neither such Partner nor the successor in
10
654013lv2/15691·0164
interest shall have the right to demand immediate valuation and payment for such Partner's
interest.
ARTICLE 7
TRANSFERS OF PARTNERSHIP INTERESTS
7.1 Prohibition on Transfer of Partnership Interests. No Partner may assign (including
collaterally assign) any part of its Partnership interest without the prior written consent of the
General Partner, which consent may be given or withheld in the sole and absolute discretion of
the General Partner. If the prior written consent of the General Partner is obtained for any such
assignment, such assignment shall, nevertheless, not entitle the assignee to become a substitute
Partner or to be entitled to exercise or receive any of the rights, powers, or benefits of a Partner
other than the rightto receive distributions to which the assigning Partner would be entitled, unless
the assigning Partner designates, in a written instrument delivered to the other Partner, its
assignee to become a substitute Partner and the General Partner, in its sole and absolute
discretion, consents to the admission of such assignee as a Partner; and provided further that
such assignee shall not become a substitute Partner without having first executed an instrument
reasonably satisfactory to the General Partner accepting and agreeing to the terms and conditions
of this Agreement, including a counterpart signature page to this Agreement. If a Partner assigns
all of its interest in the Partnership and the assignee of such interest is entitled to become a
substitute Partner pursuant to this Section 7.1, such assignee shall be admitted to the Partnership
effective immediately prior to the effective date of the assignment, and, immediately following
such admission, the assigning Partner shall cease to be a Partner of the Partnership. In such
event, the Partnership shall not dissolve if the business of the Partnership is continued without
dissolution in accordance with the terms of this Agreement.
ARTICLE 8
ADMINISTRATION
8.1 Bank Accounts. All funds of the Partnership not otherwise invested shall be
deposited in such commercial bank in the State of Arizona or in the State of California as the
General Partner shall determine, and withdrawals shall be made only on the signature of the
General Partner or such other Person or Persons as the General Partner may from time to time
designate.
8.2 Title to Partnership Property. Title to the Property and other Partnership assets
shall be held in the name of the Partnership.
8.3 Books and Records. The books and records of the Partnership shall be maintained
at the. principal office of the General Partner and shall be available for examination there by any
Partner, or its duly authorized representatives, at any and all reasonable times during regular
business hours. The Partnership shall maintain such books and records as the General Partner
maintains or provides for its other non-wholly owned real estate businesses. At the General
Partner's election, the financial statements of the Partnership may be audited at the Partnership's
cost by an independent certified public accounting firm selected by the General Partner. The
General Partner shall provide such other information concerning the Partnership as the Partners
shall reasonably request, provided that such information is maintained in the ordinary course of
the Partnership's business and the expense to the Partnership to comply with such request is
immaterial. A current list of the full name and last known address of each Partner, a copy of this
11
6540131 v2/15691-0164
Agreement and all amendments thereto, executed copies of all powers of attorney pursuant to
which such Agreement or any certificate of amendment has been executed, copies of the
Partnership's federal, state, and local income tax returns and reports, if any, for the three most
recent years after the date hereof, copies of any financial statements of the Partnership for the
three most recent years after the date hereof, and the Partnership's books shall be maintained at
the principal office of the Partnership.
. 8.4 Notices. The address of each of the parties shall for all purposes be as set forth
below unless otherwise changed by the applicable party by notice to the other as provided herein.
All notices or other communications required or permitted to be given pursuant to the provisions
of this Agreement shall be in writing and shall be considered as properly given if mailed by first
class United States mail, postage prepaid, registered or certified with return receipt requested, by
overnight courier service, by email (with a hard copy sent concurrently via regular mail), or by
delivering the same in person to the intended addressee. Notices hereunder in any manner shall
be effective only if and when received by the addressee, but a refusal to accept delivery of a
notice shall be deemed to be receipt of such notice.
General Partner:
with a copy to:
Limited Partner:
with a copy to:
Roosevelt General, LLC
c/o Kitchell Development Company
1707 E. Highland Avenue
Suite 100
Phoenix, Arizona 85016
Attn: Jeff Allen
Email: jallen@kitchell.com
Gallagher & Kennedy, P.A.
2575 East Camelback Road
Phoenix, Arizona 85016
Attn: Tim Brown
Email: tdb@gknet.com
2690 Roosevelt Carlsbad, LLC
c/o Kitchell Development Company
1707 E. Highland Avenue
Suite 100
Phoen~,Artzona85016
Attn: Jeff Allen
Email: jallen@kitchell.com
Gallagher & Kennedy, P.A.
2575 East Camelback Road
Phoenix, Arizona 85016
Attn: Tim Brown
Email: tdb@gknet.com
8.5 Meetings. There shall be no required annual meeting of the Partnership. The
General Partner may, but shall not be obligated to, call special meetings of the Partnership from
time to time, for any purpose the General Partner, in its sole and absolute discretion, determines
is appropriate. Any Partner may call a special meeting of the Partnership for any purpose or
purposes; provided, however, that the Partners, in the aggregate, may not call more than one (1)
meeting every six (6) calendar months. Such meetings shall b·e called by notice duly given to
12
654013lv2/15691-0164
each of the Partners not less than three (3) business days prior to the date of such meeting, or
by telephone or telegram communication, confirmed afterwards in writing. The meetings shall be
at the principal office of the Partnership. Each Partner may participate in such meetings in person
or by telephone.
9.1
ARTICLE 9
FISCAL MATTERS
Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year.
9.2 Accounting Principles. The General Partner shall keep, or cause to be kept, full
and accurate books and records of all transactions of the Partnership, which books and records
shall be maintained in accordance with generally accepted accounting principles.
9.3 Reports. As soon as practicable after the end of each calendar year of the
Partnership, the General Partner shall deliver to each Partner such information as is necessary
for the preparation by such Partner of its federal and state or other income tax returns, and the
General Partner shall deliver to each Partner such other information as in the judgment of the
General Partner shall be reasonably necessary for the Partners to be advised of the results of the
business or affairs of the Partnership.
9.4 Tax Returns; Tax Elections.
(a) Tax Returns. The General Partner, at the expense of the Partnership, shall
arrange for the preparation and timely filing of all tax and information returns of the Partnership.
(b) Tax Elections. Except as otherwise specifically provided in this Agreement,
the General Partner shall, in its sole discretion, determine whether to make any available tax
elections on behalf of the Partnership.
ARTICLE 10
TERMINATION
10.1 Events of Dissolution. The Partnership shall be dissolved on the earlier to occur of
the following: .
(a) the unanimous written consent of all of the Partners at any time;
(b) the sale of all or substantially all of the Partnership's assets and the
collection of all of the proceeds from such sale; or
(c) any other event requiring the dissolution of the Partnership under the Act.
10.2 Winding Up.
(a) Upon the dissolution of the Partnership pursuant to Section 10.1, the
Partnership business shall be wound up and its assets liquidated by the liquidator (as defined in
the following sentence) in accordance with this Section 10.2, and the net proceeds of such
liquidation shall be distributed in accordance with Section 10.3. The "liquidator", as such term is
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6540131v2/1569!-0164
used herein, shall mean the Person or Persons appointed by the General Partner (or designated
in accordance with Applicable Law if the General Partner fails to make such appointment). The
liquidator shall be responsible for taking all action necessary or appropriate to wind up the affairs
and distribute the assets of the Partnership upon its dissolution.
(b) The liquidator shall file all certificates and notices of the dissolution of the
Partnership required by law. The liquidator shall proceed without any unnecessary delay to sell
and otherwise liquidate the Partnership's assets; provided, however, that (i) if the liquidator shall
determine that an immediate sale of part or all of the Partnership assets would cause undue loss
to the Partners, then in order to avoid such loss, the liquidator may defer the liquidation, to the
extent permitted by law, and (ii) with the consent of all Partners, the liquidator may distribute the
Partnership's assets in kind. •
10.3 Distribution on Dissolution and Termination.
(a) Upon dissolution of the Partnership, the net proceeds of such liquidation
shall be applied and distributed in the following order of priority (provided that the higher level(s)
of priority have been fully satisfied):
(i) First, to the payment of debts and liabilities of the Partnership to
third parties (including first any Partner loans or advances that may have been made by any of
the Partners or their Affiliates to the Partnership) and the expenses of liquidation;
(ii) Next, to the setting up of any reserves that may be deemed
reasonably necessary by the liquidator for any contingent or unforeseen liabilities or obligations
of the Partnership, including, without limitation, such reserves as are referenced in Sections 1.7
and 5.1 (h), which reserve1s shall be paid over to the General Partner to be held for the purpose of
disbursing such reserves in payment of any of the aforementioned contingencies and, at the
expiration of such period as shall be deemed advisable, to distribute the balance thereafter
remaining in the manner provided in this Section 10.3; and
(iii) Finally, to the Partners in accordance with Section 4.1.
(b) No Partner shall have any right to demand or receive property other than
cash upon dissolution and termination of the Partnership.
(c) A reasonable time shall be allowed for the orderly liquidation of the assets
of the Partnership and the discharge of liabilities to creditors.
(d) Each Partner shall look solely to the assets of the Partnership for all
distributions with respect to the Partnership and its Capital Contributions thereto and share of
profits and losses thereof and shall have no recourse therefor (upon dissolution or otherwise)
against the General Partner or the liquidator or any other Partner. It is expressly understood that
the General Partner shall not be personally liable to any other Partner for the return or repayment
of all or any portion of the capital of such Partner.
6540131 v2/l 5691-0164
ARTICLE 11
MISCELLANEOUS
14
11.1 Governing Law. This Agreement and the rights of the parties under this Agreement
shall be governed by and interpreted in accordance with the laws of the State of California. Each
party hereto submits to the jurisdiction of the courts of the State of California and the federal courts
in and for California in connection with any dispute arising under this Agreement or any document
or instrument entered into in connection with this Agreement.
11.2 Successors and Assigns. Any Person acquiring or claiming an interest in the
Partnership, in any manner whatsoever, shall be subject to and bound by all terms, conditions,
and obligations of this Agreement to which its predecessor in interest was subject or bound,
without regard to whether such a Person has executed a counterpart of this Agreement or any
other document contemplated by this Agreement. No Person, including the legal representative,
heir, or legatee of a deceased Partner, shall have any rights or obligations greater than those set
forth in this Agreement, and no Person shall acquire an interest in the Partnership or become a
Partner of the Partnership except as permitted by the terms of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties to this Agreement and their
successors, assigns, heirs, legal representatives, executors, and administrators.
11.3 Grammatical Changes. Whenever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and the plural, and
pronouns stated in the masculine, the feminine, or the neuter gender shall include the masculine,
feminine, and neuter gender as the circumstances require.
11.4 Captions and References. Captions contained in this Agreement are inserted only
as a matter of convenience arid in no way define, limit, or extend the scope or intent of this
Agreement or any provision of this Agreement. Unless otherwise expressly provided to the
contrary in this Agreement, references in this Agreement to articles, sections, paragraphs, and
the like constitute references to the articles, sections, and paragraphs of this Agreement.
11. 5 Severability. If any provision of this Agreement, or the application of such provision
to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the
application of such provision to Persons or circumstances other than those to which it is held
invalid, shall not be affected thereby; provided that the parties shall attempt to reformulate such
invalid provision to give effect to such portions thereof as may be valid without defeating the intent
of such provision; and further provided that this Section 11.5 shall not apply to change the status
of any Partner to that of a general partner.
11.6 Counterparts. This Agreement, or any amendment of this Agreement, may be
executed in multiple counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument, notwithstanding that all of the Partners are not
signatories to the original or the same counterpart. In addition, this Agreement, or any amendment
of this Agreement, may contain more than one counterpart of the signature pages, and this
Agreement, or any amendment hereto, may be executed by affixing the signatures of each of the
Partners to one of such counterpart signature pages, and all of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as though all of the
signatories had signed a single signature page.
11.7 Private Litigation.
(a) In the event the Partnership is made a party to any litigation, or otherwise
incurs any losses or expenses, as a result of or in . connection with any Partner's personal
obligations or liabilities not connected with Partnership business, such Partner shall reimburse
15
6540131v2/15691-0164
the Partnership for all such expenses incurred (including attorneys' fees and court costs), and the
interest of such Partner in this Partnership may be charged therewith.
(b) If any Partner brings any judicial action or proceeding to enforce its rights
under this Agreement, the prevailing par:ty shall be entitled, in addition to any other remedy, to
recover from the other, regardless of whether such action or proceeding is prosecuted to
judgment, all costs and expenses, including without limitation reasonable attorneys' fees, incurred
therein by the prevailing party.
11.8 Waiver of Right to Court Decree of Dissolution and Partition. The Partners agree
that irreparable damage would be done to the good will and.reputation of the Partnership if any
Partner should bring an action in court to dissolve this Partnership. To the extent permitted by
law, each Partner hereby waives and renounces its right to seek a court decree of dissolution or
to seek the appointment by a court of a liquidator for the Partnership. The Partners further agree
that the Property is not and will not be suitable for partition and, accordingly, to the fullest extent
permitted by Applicable Law, each of the Partners hereby irrevocably waives any and all rights
which it may have to maintain an action for partition of the Property, or any portion of the Property,
or to otherwise divide (whether through an action in equity or through some other means) the
beneficial interest in any nominee holding title thereto.
11.9 Other Business. The Partners agree during the term of this Agreement as follows:
(a) Any Partner may engage and possess an interest in any other business
venture of any nature, kind, or description, including, without limiting the generality of the
foregoing, any business venture engaged in the same type of business as the Partnership, even
if such other business is competitive with that of the Partnership, and the ownership, operation,
financing, development, management, brokerage, and disposition of real estate projects of any
kind whatsoever. Further, the Partners agree that except as otherwise agreed in writing by the
Partners:
(i) Neither the Partnership nor any of its Partners shall have the right
in and to such other business venture or the income or profits derived therefrom.
(ii) No Partner need disclose to any other Partner or the Partnership
any other business venture in which it may have an interest or any other business opportunity
presented to it, even if such opportunity is of a character that, if presented to the Partnership,
could be taken by the Partnership, and the Partners or their Affiliates shall each have the right to
take for its or their own account or to recommend to others any such particular investment
opportunity or business venture.
(iii) As a natural part of the consideration for the execution of this
Agreement by the Partners, each Partner hereby waives, relinquishes, and renounces any right
or claim of participation in any other business venture of any other Partner or its Affiliates.
(iv) No Partner nor any Affiliate of a Partner, nor any agent, officer,
director, stockholder, manager, member, partner, or employee of a Partner or an Affiliate thereof
shall have any liability, responsibility, or obligation to the Partnership or the other Partners for, nor
shall any Partner, Affiliate of a Partner, nor any agent, officer, director, stockholder, manager,
member, partner, or employee of a Partner or an Affiliate thereof have any interest or claim in,
any other business venture of any Partner or any agent, officer, director, stockholder, manager,
member, partner, or employee of a Partner or an Affiliate thereof.
16
6S4013lv2/IS69l-0164
.... ,1 < v.
(b) Notwithstanding the foregoing, in no event shall any Partner or any Affiliate
of such Partner engage in any business venture to the extent any agreement to which the
Partnership is a party, or by which any of its property or assets are bound, expressly prohibits the
Partners or any Affiliates of the Partners from engaging in such business venture.
11.10 Personal Property. This Agreement shall not be deemed to create in any Partner
any right, title, interest, or lien in, to, or on all or any portion of the Property, it being understood
that any right or interest of any Partner created by this Agreement shall solely be an interest in
the Partnership and shall be personal property.
11.11 No Third Party Rights. This Agreement is for the sole and exclusive benefit of the
Partners designated herein, and the Partnership and no other Person or entity (including any
creditors of the Partnership or the Partners) shall under any circumstances be deemed to be a
beneficiary of any of the rights, remedies, terms, and provisions of this Agreement.
11. 12 Merger or Consolidation. The Partnership may not merge or consolidate with or
into another limited partnership or another business entity without the written consent of the
General Partner.
11.13 Amendments. Except as otherwise expressly provided in this Agreement, the
General Partner shall not amend this Agreement, or consent to or execute any amendment of this
Agreement, without the prior written consent of all of the Partners to such amendment.
[Signatures appear on the following page.]
17
6540131v2/15691-0J64
The parties hereto have executed this Agreement of limited Partnership of Roosevelt
Carlsbad, LP effective as of the Effective Date.
18
6540131v2/15691-0164
GENERAL PARTNER:
Roosevelt General, LLC, an Arizona limited
liability company
By:
Its:
Kitche.11 Development Company, an
Arizona corporation
.anager
LIMITED PARTNER:
2690 Roosevelt Carlsbad, LLC, an Arizona
limited liability company
By:
Its:
Kitchell Development Company, an
rizona corporation
anager
By:_~-~---~--,-------
Name: s:Ie fF-vEc.J W A:Ll W
Title: fft?s i rl .o Mt-
PARTNERSHIP:
Roosevelt Carlsbad, LP, a California limited
partnership
By:
Its:
By:
Its:
Roosevelt General, LLC, an Arizona
limited liability company
General Partner
Kitchell Development Company, an
• ona corporation
a ger
A If\ y ~
By:_--==--:,.,,_......,...--t-:l!/U-----,-,--.--r--:-----
Name:"M'"-=...,~--,c-.:;-;.-,;=--'--:...c.:.;~.,_ __ _
Title: ---~~~~~--------
..
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Real property in the City of Carlsbad, County of San Diego, State of California, described as
follows:
THE SOUTHWESTERLY HALF OF LOT 40, EXCEPTING THEREFROM THE NORTHWESTERLY 10.60
FEET OF THE SOUTHWESTERLY 120.00 FEET THEREOF OF SEASIDE LANDS, IN THE CITY OF
CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF
NO, 1?22, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28,
1921.
APN: 203-102-15-00
654013Iv2/15691-0164
Exhibit A
(Page 1 of 1)
$"I: l\Ml::1t1 ~ ~~ ~
Order Number: NCS-961070-SD
Page Number: 1
First American Title Insurance Company
National Commercial Services
May 16, 2019
Wava Langford
Kitchell Development Company
1555 Camino Del Mar, Suite 307
Del Mar, CA 92014
Phone:
Fax:
Customer Reference:
Title Officer:
Phone:
Fax No.:
E-Mail:
Buyer:
Owner:
Property:
4380 La Jolla Village Drive, Suite 110
San Diego, CA 92122
2690 Roosevelt Street
Trixy Brown Janice Treanor
(858)410-2151
(619)330-2564
trixybrown@firstam.com
To Be Determined
Roosevelt Carlsbad, LP
2690 Roosevelt Street, Carlsbad, CA
PRELIMINARY REPORT
In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to
issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or
interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not
shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and
Stipulations of said Policy forms.
The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in
Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set
forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the
exclusive remedy of the parties. Limitations on Covered Risks applicable to the CL TA and AL TA Homeowner's Policies of Title
Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in
Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report.
Arst American Title Insurance Company
Order Number: NCS-961070-SD
Page Number: 2
Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of
this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not
covered under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and
may not list all liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of
title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title
insurance, a Binder or Commitment should be requested.
First American Title Insurance Company
Dated as of May 07, 2019 at 7:30 A.M.
The form of Policy of title insurance cont~mplated by this report is:
To Be Determined
Order Number: NCS-961070-SD
Page Number: 3
A specific request should be made if another form or additional coverage is desired.
Title to said estate or interest at the date hereof is vested in:
Roosevelt Carlsbad, LP, a California limited partnership
The estate or interest in the land hereinafter described or referred to covered by this Report is:
FEE
The Land referred to herein is described as follows:
(See attached Legal Description)
At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said
policy form would be as follows:
1. General and special taxes and assessments for the fiscal year 2019-2020, a lien not yet due or
payable.
2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75
of the California Revenue and Taxation Code.
3. An easement for public utilities and incidental purposes, recorded January 13, 1966 as Instrument
No. 7470 of Official Records.
In Favor of: The San Diego Gas and Electric Company
Affects: As described therein
4. An easement for public sidewalk and incidental purposes, recorded October 13, 1977 as Instrument
No. 77-420940 of Official Records.
In Favor of: The City of Carlsbad, a Municipal Corporation
Affects: As described therein
First American Title Insurance Company
Order Number: NCS-961070-SD
Page Number: 4
5. Survey prepared by Sowards & Brown Engineering, dated February 21, 2018 last revised March 02,
2018, under Job No. 18-007, shows the following:
(A) Adjoiner's trash enclosure in the southerly corner crosses the southeasterly boundary line by up
to 0.05' onto the subject property;
(B) Section of fence crosses the southeasterly boundary line by up to 0.65' onto the subject property;
(C) CMU planter wall crosses the southeasterly boundary line by up to 0.05' onto the subject
property;
(D) CMU wall with 5' wood fence and brick in the easterly corner cross the southeasterly boundary
line by up to 0.43' onto the subject property;
(E) Wrought iron fence in the westerly corner crosses the northwesterly boundary line by up to 0.26'
onto the subject property;
(F) Fence in the northerly corner crosses the northwesterly boundary line by up to 0.62' onto
adjoining property.
6. We find no outstanding voluntary liens of record affecting subject property. An inquiry should be
made concerning the existence of any unrecorded lien or other indebtedness which could give rise to
any security interest in the subject property.
7. Rights of parties in possession.
Arst American Title Insurance Company
INFORMATIONAL NOTES
Order Number: NCS-961070-SD
Page Number: 5
ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of
recording on certain transactions effective January 1, 2018. Please contact your First
American Title representative for more information on how this may affect your closing.
1. Taxes for proration purposes only for the fiscal year 2018-2019.
First Installment:
Second Installment:
Tax Rate Area:
APN:
$649.20, PAID
$649.20, PAID
09098
203-102-15-00
2. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
First Installment: $1,716.18, PAID
Penalty: $0.00
Second Installment: $1,716.18, PAID
Penalty: $0.00
Tax Rate Area: 09098
A. P. No.: 879-382-08-87
3. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with
Section 75 of the California Revenue and Taxation Code.
First Installment: $10,084.02, PAID
Penalty: $0.00
Second Installment: $10,084.02, PAID
Penalty: $0.00
Tax Rate Area: 09098
A. P. No.: 879-382-08-78
4. According to the latest available equalized assessment roll in the office of the county tax assessor,
there is located on the land a(n) Commercial Structure known as 2690 Roosevelt
Street, Carlsbad, CA.
5. According to the public records, there has been no conveyance of the land within a period of twenty
four months prior to the date of this report, except as follows:
A document recorded April 19, 2018 as Instrument No. 2018-0156085 of Official Records.
From:
To:
Robert Ely, also known as Robert D. Ely, as Trustee of the Robert A. Duff
2003 Trust under Trust dated May 13, 2003
Roosevelt Carlsbad, LP, a California limited partnership
6. This preliminary report/commitment was prepared based upon an application for a policy of title
insurance that identified land by street address or assessor's parcel number only. It is the
responsibility of the applicant to determine whether the land referred to herein is in fact the land that
is to be described in the policy or policies to be issued.
First American Title Insurance Company
Order Number: NCS-961070-SD
Page Number: 6
7. Should this report be used to facilitate your transaction, we must be provided with the following
prior to the issuance of the policy:
A. WITH RESPECT TO A CORPORATION:
1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's
state of domicile.
2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated
transaction and designating which corporate officers shall have the power to execute on behalf of
the corporation.
3. A certificate of reviver and a certificate of relief from contract voidability issued by the Franchise
Tax Board of the State of California.
4. Requirements which the Company may impose following its review of the above material and
other information which the Company may require.
B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP:
1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto
(form LP-2) to be recorded in the public records;
2. A full copy of the partnership agreement and any amendments;
3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the
contemplated transaction;
4. A certificate of reviver and a certificate of relief from contract voidability issued by the Franchise
Tax Board of the State of California.
5. Requirements which the Company may impose following its review of the above material and
other information which the Company may require.
C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP:
1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any
amendments thereto (form LP-6) to be recorded in the public records; •
2. A full copy of the partnership agreement and any amendment;
3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the
contemplated transaction;
4. A certificate of reviver and a certificate of relief from contract voidability issued by the Franchise
Tax Board of the State of California.
5. Requirements which the Company may impose following its review of the above material and
other information which the Company may require.
D. WITH RESPECT TO A GENERAL PARTNERSHIP:
1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the
California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of
any amendments to such statement (form GP-7), to be recorded in the public records;
2. A full copy of the partnership agreement and any amendments;
3. Requirements which the Company may impose following its review of the above material required
herein and other information which the Company may require.
E. WITH RESPECT TO A LIMITED LIABILITY COMPANY:
1. A copy of its operating agreement and any amendments thereto;
2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1)
and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of
articles of organization (LLC-10) to be recorded in the public records;
3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5)
to be recorded in the public records;
4. With respect to any deed, deed of trust, lease, subordination agreement or other document or
instrument executed by such limited liability company and presented for recordation by the
Company or upon which the Company is asked to rely, such document or instrument must be
executed in accordance with one of the following, as appropriate:
First American Title Insurance Company
Order Number: NCS-961070-SD
Page Number: 7
(i) If the limited liability company properly operates through officers appointed or elected
pursuant to the terms of a written operating agreement, such documents must be executed by
at least two duly elected or appointed officers, as follows: the chairman of the board, the
president or any vice president, and any secretary, assistant secretary, the chief financial
officer or any assistant treasurer;
(ii) If the limited liability company properly operates through a manager or managers identified in
the articles of organization and/or duly elected pursuant to the terms of a written operating
agreement, such document must be executed by at least two such managers or by one
manager if the limited liability company properly operates with the existence of only one
manager.
5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise
Tax Board of the State of California.
6. Requirements which the Company may impose following its review of the above material and
other information which the Company may require.
F. WITH RESPECT TO A TRUST:
1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to
the Company.
2. Copies of those excerpts from the original trust documents and amendments thereto which
designate the trustee and confer upon the trustee the power to act in the pending transaction.
3. Other requirements which the Company may impose following its review of the material require
herein and other information which the Company may require.
G. WITH RESPECT TO INDIVIDUALS:
1. A statement of information.
The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title
Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on
this map except to the extent coverage for such loss or damage is expressly provided by the terms and
provisions of the title insurance policy, if any, to which this map is attached.
*****To obtain wire instructions for deposit of funds to your escrow file please
contact your Escrow Officer.*****
First American Title Insurance Company
LEGAL DESCRIPTION
Order Number: NCS-961070-SD
Page Number: 8
Real property in the City of Carlsbad, County of San Diego, State of California, described as follows:
THE SOUTHWESTERLY HALF OF LOT 40, EXCEPTING THEREFROM THE NORTHWESTERLY 10.60 FEET
OF THE SOUTHWESTERLY 120.00 FEET THEREOF OF SEASIDE LANDS, IN THE CITY OF CARLSBAD,
COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1722, FILED IN
THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 28, 1921.
APN: 203-102-15-00
Arst American Title Insurance Company
The First American Corporation
First American Title Company
Privacy Policy
We Are Committed to Safeguarding Customer Information
Order Number: NCS-961070-SD
Page Number: 9
In order to better serve your needs now and in the future, we may ask you to provide us with certain
information. We understand that you may be concerned about what we will do with such information -
particularly any personal or financial information. We agree that you have a right to know how we will utilize the
personal information you provide to us. Therefore, together with our parent company, The First American
Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information.
Applicability
This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in
which we may use information we have obtained from any other source, such as information obtained from a
public record or from another person or entity. First American has also adopted broader guidelines that govern
our use of personal information regardless of its source. First American calls these guidelines its Fair Information
Values, a copy of which can be found on our website at www.firstam.com.
Types of Information
Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may
collect include:
• Information we receive from you on applications, forms and in other communications to us, whether in
writing, in person, by telephone or any other means;
• Information about your transactions with us, our affiliated companies, or others; and
• Information we receive from a consumer reporting agency.
Use of Information
We request information from you for our own legitimate business purposes and not for the benefit of any
nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as
necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may,
however, store such information indefinitely, including the period after which any customer relationship has
ceased. Such information may be used for any internal purpose, such as quality control efforts or customer
analysis. We may also provide-all of the types of nonpublic personal information listed above to one or more of
our affiliated companies. Such affiliated companies include financial service providers, such as title insurers,
property and casualty insurers, and trust and investment advisory companies, or companies involved in real
estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore,
we may also provide all the information we collect, as described above, to companies that perform marketing
services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or
our affiliated companies have joint marketing agreements.
Former Customers
Even if you are no longer our customer, our Privacy Policy will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We
restrict access to nonpublic personal information about you to those individuals and entities who need to know
that information to provide products or services to you. We will use our best efforts to train and oversee our
employees and agents to ensure that your information will be handled responsibly and in accordance with this
Privacy Policy and First American's Fair Information Values .. We currently maintain physical, electronic, and
procedural safeguards that comply with federal regulations to guard your nonpublic personal information.
First American Title Insurance Company
Order Number: NCS-961070-SD
Page Number: 10
CLTA/ ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from:
1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning:
(a) building; (d) improvements on the Land;
(b) zoning; (e) land division; and
(c) land use; (f) environmental protection.
This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27.
2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This
Exclusion does not limit the coverage described in Covered Risk 14 or 15.
3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.
4. Risks:
(a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records;
(b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date;
(c) that result in no loss to You; or
(d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.
5. Failure to pay value for Your Title.
6. Lack of a right:
(a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and
(b) in streets, alleys, or waterways that touch the Land.
This Exclusion does not limit the coverage described. in Covered Risk 11 or 21.
7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal
bankruptcy, state insolvency, or similar creditors' rights laws.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19,
and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A.
Your Deductible Amount
Covered Risk 16: 1 % of Policy Amount or $2,500.00 (whichever is less)
Covered Risk 18: 1 % of Policy Amount or $5,000.00 (whichever is less)
Covered Risk 19: 1 % of Policy Amount or $5,000.00 (whichever is less)
Covered Risk 21: 1 % of Policy Amount or $2,500.00 (whichever is less)
Our Maximum Dollar
Limit of Liability
$10,000.00
$25,000.00
$25,000.00
$5,000.00
ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87)
EXCLUSIONS
In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from:
1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and
zoning ordinances and also laws and regulations concerning:
(a) and use
(b) improvements on the land
(c) and division
(d) environmental protection
This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date.
This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks.
2. The right to take the land by condemning it, unless:
(a) a notice of exercising the right appears in the public records on the Policy Date
(b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking
3. Title Risks:
(a) that are created, allowed, or agreed to by you
(b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records
First American Title Insurance Company
(c) that result in no loss to you
Order Number: NCS-961070-SD
Page Number: 11
(d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered
Title Risks
4. Failure to pay value for your title.
5. Lack of a right:
(a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR
(b) in streets, alleys, or waterways that touch your land
This exclusion does not limit the access coverage in Item 5 of Covered Title Risks.
2006 ALTA LOAN POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs,
attorneys' fees, or expenses that arise by reason of:
1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating,
prohibiting, .or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land;
iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or
limit the coverage provided under Covered Risk 5.
b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
a. created, suffered, assumed, or agreed to by the Insured Claimant;
b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not
disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this
policy;
c. resulting in no loss or damage to the Insured Claimant;
d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered
Risk 11, 13, or 14); or
e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable
doing-business laws of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by
the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction
creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between
Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the
coverage provided under Covered Risk ll(b).
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions
from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason
of:
1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments,
or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the
Land or that may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land and not shown by the Public Records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights,
claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
Arst American Title Insurance Company
6. Any lien or right to a lien for services, labor or material not shown by the public records.
2006 ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
Order Number: NCS-961070-SD
Page Number: 12
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs,
attorneys' fees, or expenses that arise by reason of:
1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating,
prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land;
iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or
limit the coverage provided under Covered Risk 5.
b.Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
a. created, suffered, assumed, or agreed to by the Insured Claimant;
b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not
disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this
policy;
c. resulting in no loss or damage to the Insured Claimant;
d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered
Risk 9 and 10); or
e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the ntle.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction
vesting the ntle as shown in Schedule A, is
a. a fraudulent conveyance or fraudulent transfer; or
b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between
Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown
in Schedule A.
The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions
from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage:
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason
of:
1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments,
or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the
Land or that may be asserted by persons in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land and not shown by the Public Records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights,
claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor or material not shown by the public records.
First American Title Insurance Company
. . Order Number: NCS-961070-SD
Page Number: 13
ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs,
attorneys' fees, or expenses that arise by reason of:
1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating,
prohibiting, or relating to
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement erected on the Land;
iii. the subdivision of land; or
iv. environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or
limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16.
b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6,
13(c), 13(d), 14 or 16.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
a. created, suffered, assumed, or agreed to by the Insured Claimant;
b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not
disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this
policy;
c. resulting in no loss or damage to the Insured Claimant;
d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered
Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or
e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage.
4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable
doing-business laws of the state where the Land is situated.
5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by
the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not
modify or limit the coverage provided in Covered Risk 26.
6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made
after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by
this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11.
7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent
to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk ll(b) or 25.
8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in
accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.
9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction
creating the lien of the Insured Mortgage, is
a. a fraudulent conveyance or fraudulent transfer, or
b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.
First American Title Insurance Company