HomeMy WebLinkAboutSDP 05-02; Carlsbad Research Center Lot 6; Site Development Plan (SDP)CITY OF CARLSBAD - ENGINEERING DEPARTMENT
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
PROJECTNAME: C.A&\-S&A& &ESEAZCH C£<OTE<2- u>T £> DATE: S\Vfelo!T
PROJECT DESCRIPTION: £>FF«ce Suit-PioJci
PROJECT ADDRESS: CM^-LS^AP
LOTNO(S).: £> MAPNO.: APN(S).: £ \ Q- £>£• \ "^3 -60
NUMBER OF LOTS: | NUMBER OF ACRES:
OWNER: BEciowW /f^<2A Pxk^ U,£;
Mailing Address: foB^x ^"f£>
S^lAMA BEACH, CA ^2.^15
Phone Number: £5& •- "759 - & Z-<°^
Fax Number: £3 5S - yp? - e.<? / /
E-Mail:
I certify that I am the legal owner and that all the above
information is truejsnd correcMo the best of my knowledge.
Signature: ~}/llLJ>-/s X&X— Date: C/W/T f-
CIVIL ENGINEER: /4<*Jpteu) JJ. \f-A^ ' ^
FIRM: P42-TiJEJi5 PI_^AJ!<O£, xiwi> E*i4i*jre(a*i<i
Mailing Address: i&'HSB 6£|2wA£PC) cedTe^- P£_
^Ai*J PlE<&£«. <^A c\l\Z'^
Phone Number: fe^fe, - 37<£= - 3 -^4-4
Fax Number: 05S .- 3?4 - 3s^^5
E-Mail:
State Registration Number:
ADDITIONAL COMMENTS:
APPLICANT: 6t^K^A4/FA£Ap*y. L-.L£-
Mailing Address: P^.gfcx 644
StL/WA 6CA<.Hf e^A ^2-o7^
Phone Number: SS>&~ 75^ - S-2<=>^
Fax Number: &^£> ~rlS~<^ — &<zji(
E-Mail:
Signature: ~7/^>,_W- ^^— Bate: ^f^l<K
SOILS ENGINEER: pyU'E Ev/hviS
FIRM: ^EGC^^
Mailing Address: -£34£s F"MfcJpefe OJ^jvC
^xivi Pietc. ^4 i^ize.
Phone Number: 85e - ^-5g> - ^.1 00
Fax Number: &5J&- S"5"g>~ 6/5£
E-Mail:
State Registration Number:
IMPROVEMENT VALUATION
l. What water district is the proposed project located in? (check one)
OJCarlsbad Municipal Water District Qoiivenhain Qvallecitos
2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15%
contingency fee, for water and reclaimed water improvements, sewer (for Carlsbad Municipal
Water District only), street, public (median) landscape and irrigation, and drainage improvements
(if applicable)? $
GRADING QUANTITIES
cut^82O Cy filljj&'o cv remedial cv import cv export 3 tx>&> cy'
SEE REVERSE SIDE
HVDEVELOPMENT SERVICES/MASTERS/Application for Engineering Plan Check Revised 1/14/02
0(2
OPERATING AGREEMENT
OF
BECKMAN/FARABAY, LLC
A CAIJFORNIA UNTIED uABiurv COMPANY
Prepared by:
Thomas L. Grindle, Esq.
SOLOMON, GRINDLE, SILVERLMAN & SPINELLA, APC
12555 High Bluff Drive, Suite 260
San Diego, CA 92130
(858)793-8500
o
TABLE OF CONTENTS
Pace No.
ARTICLE 1 FORMATION 1
1.1 Formation 1
1.2 Names and Address of the Managers.. 1
1.3 Names and Addresses of the Interest Holders..... 1
1.4 Resident Agent 1
1.5 Filings 1
1.6 Ownership of Company Property. •. 2
ARTICLE 2 COMPANY IDENTIFICATION 2
2.1 Name. 2
2.2 Place of Business. ~ 2
2.3 Purposes - 2
23.1 Generally. 2
23.2 Purposes Allowed by the Act „ 3
2.4 Company's Authority „ ....3
2.4.1 Stocks and Bonds _ 3
2.4.2 Real Property. 3
2.43 Business Entities ™ 3
2.4.4 Depreciable Property. 3
2.4.5 Making Investments...._ „ 3
2.4.6 Other Lawful Business Enterprise. 3
2.4.7 Making Conveyances. 3
2.4.8 Guaranties „ ~ 3
2.4.9 Borrowing and Lending 4
2.4.10 Investments, 4
2.4.11 Managing Company Property. 4
2.4.12 Lending and Borrowing. ...4
2.4.13 Operating Offices. 4
2.4.14 Insurance 4
2.4.15 Entering Into Contracts .4
2.4.16 Paying Expenses....- 4
2^ Term. „ „ 4
ARTICLE 3 DEFINED TERMS 4
3.1 "Act" 4
3.2 "Adjusted Capita! Account Deficit" 4
33 "Additional Capita] Contribution" 5
3.4 "Affiliate" „ 5
3.5 "Agreement" „ „ _ 5
3.6 "Approval by or of the Members" 5
3.7 "Assignee".... 5
3.8 "Bankruptcy" „ 5
3.9 "Capital Account" 5
i
3.10 "Capital Account Balance" 5
3.11 "Capital Contributions" 5
3.12 "Code" 5
3.13 "Company" ~ 5
3.14 "Company Interest" 6
3.15 "Company Option Period" „ 6
3.16 "Company Property" - 6
3.17 "Company Purposes" „ „ 6
3.18 "Default Interest Rate" 6
3.19 "Distributable Cash" 6
3.20 "Distribution" - 6
3.21 "Economic Interest" -.7
3.22 "Effective Date" „ 7
3.23 "Family Member" 7
3.24 "Family Member-Interest Holder" „ 7
3.25 "Insolvency" -7
3.26 "Interest" 7
3.27 "Interest Holder".„ „ „ 7
3.28 "Interest Holder Loan Nonrecourse Deductions" 7
329 "Interest Holder Nonrecourse Debt Minimum Gain" 7
330 "Liquidation Proceeds" 7
3.31 "Majority" or "Majority in Interest" 7
3.32 "Managers" or "Manager".. _ „ 7
333 "Marital Interest" „ 8
334 "Members" _ _ 8
335 "Member Option Period" „ „ _.8
336 "Minimum Gain" —8
3.37 "Nonrecourse Deductions" 8
338 "Nonrecourse Liability" _ 8
339 "Offered Interest" 8
3.40 "Operating Cash Expenses" 8
3.41 "Original Capital Contribution" _ 8
3.42 "Other Members" 9
3.43 "Percentage Interest" _ „ „ 9
3.44 "Permitted Transferee" „ „ 9
3.45 "Person" 9
3.46 "Properly" „ 9
3.47 "Proportionate" and "Proportionately" 9
3.48 "Refinancing Proceeds" „ 9
3.49 "Reserves" „ 9
3.50 "Sales Proceeds" „ 9
3.51 "Seller" _ 10
3.52 "Seventy-Five Percent of the Members" 10
3.53 "Substitute Member" „ 10
3.54 Transfer"....- 10
3.55 "Transferee" 10
356 "Treasury Regulations" and "Regulations".™ 11
ARTICLE 4 CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, LOANS BY
INTEREST HOLDERS, AND ADJUSTMENTS TO PERCENTAGE
INTERESTS 11
4.1 Capital Contributions ~~ 11
4.1.1 Original Capital Contributions. 11
4.1.2 Mandatory Additional Capital Contributions. 11
4.13 Voluntary Additional Capital Contributions. 12
4.1.4 Withdrawal of Capital Contributions 12
4.1.5 Use and Return of Capital 13
4.1.6 Loans From Interest Holders „ „ 13
4.2 Capital Accounts. ?. 13
4.2.1 Credits to Capital Account .'. 13
4.2.2 Debits from Capital Accounts. 13
4.2.3 Book-Ups. ..- 13
4.2.4 No Requirement to Restore Deficit Capital Account 14
4.2.5 Section 704 Compliance. 14
43 Transfer of Company Interests 14
43.1 Restrictions on Transferability 14
432 Capital Accounts of Transferees 14
ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS 14
5.1 Distributions „ „ 14
5.1.1 General _ „ 14
5.12 Transferees 15
5.13 Distributable Cash 15
5.2 Tax Allocations _ 16
5.2.1 Allocations of "Book" Income or Loss. 16
5.2.2 Regulatory Allocations 16
5.23 Tax Allocations. „ _ 19
5.2.4 Reliance on Advice of Accountants and Attorneys 19
5.2.5 Family Partnership Regulations. _ 19
5.2.6 Interest Holder Acknowledgment „ 19
5.3 Partnership Classification for Tax Purposes Only 19
ARTICLE 6 MANAGEMENT 20
6.1 Managers................ „ „..„ 20
6.1.1 Exclusive Management By Managers. 20
6.1.2 Election of Managers 20
6.13 General Powers of the Managers. _ 21
6.1.4 Restrictions on Managers 22
6.1.5 Waiver of Self-Dealing „ 24
6.1.6 Compensation and Reimbursement of Managers. 25
6.1.7 Indemnification and Limitations on Managers'Liability .....£>, jn«tetod;26'
6.1.8 Powers of Delegation 2£ (Deleted! 27"
6.1.9 Reliance by Third Parties 27
6.1.10 More than One Manager. „ 22, (Deleted; 28
6.2 Liability and Authority of Interest Holders 2Z [Deleted: 28'
iii
6.2.1 Liability of Interest Holders 28
6.2.2 Personal Service 28
6.2.3 Authority of Interest Holders and Members 28
6.2.4 Additional Limitations on the Interest Holders 28
6.3 Meetings - 29
63.1 Calling of Meeting. 29
6.3.2 Annual Meeting Permitted But Not Required. 29
633 Advisory Committee. 29
63A Notice. 29
6.3.5 Consent Action 23, [Deleted; 30
6.4 Tax Matters "Partner." , 30
6.5 Company Expenses 30
6.6 Indemnification of Managers and Interest Holders 30 ,———[Deleted* 31
ARTICLE 7 BOOKS, RECORDS, BUDGETS AND REPORTS 30,
7.1 Maintenance of Books, Records, Reports and Accounts 30, [ Delated; 31"
7.2 Inspection of Books, Records, Reports and Accounts... 31
7.2.1 Documents Provided at Company's Expense. 31
7.2.2 Other Documents Provided at Requestor's Expense 31
123 Tax Information „ 32
7.3 Method of Accounting. 32
7.4 Fiscal Year 32
7.5 Banking. „ 32
7.6 Confidentiality of Information 32
7.6.1 Generally 32
| 7.6.2 Prohibited Disclosure. 32, [ Deleted; 33
ARTICLE 8 RESTRICTIONS UPON TRANSFERS OF COMPANY INTERESTS 33
8.1 Generally 33
8.2 Federal Law Disclosure 34
8.3 Certain Estate Planning Transfers of Company Interests— 34
83.1 Certain Inter Vivos Transfers. _ _...34
83.2 Transfer to a Revocable Trust 34
833 Death or Incapacity of an Interest Holder 34
8.4 Other Events Requiring the Sale of an Interest Holder's Company Interest 35T | Deleted.-M"
8.4.1 Mandatory Sale of Interest Holder's Company Interest 35, [Deleted; 36
8.4.2 Mandatory Sale of Marital Interest 36
8.5 Restrictions on Voluntary Transfers by Interest Holders 38
8 J.I Right of First Refusal 38
8.52 Transfer to Proposed Transferee. 40
8.6 Purchase Price 4^ [ Deleted: 4i"
8.6.1 Appraised Value 4C^ [Deleted;41
8.6.2 Existing Appraised Value 41
8.7 Terms of Purchase. 41
8.7.1 Escrow. 41
8.7.2 Deferred Payment. 41^ [ Deleted: 42
8.8 Admitting Substitute Members 41r Deleted:«
rv
8.8.1 Consent 42
8.8.2 Execution of Agreement 42 f-..^. „I DfiMwBClS 43
ARTICLE 9 DISSOLUTION OF COMPANY 42,
9.1 Dissolution. 42, [Deleted; 43
9.2 Ptx>cedures on Dissolution or on Technical Termination for Tax Purposes 42,. (Deleted; 43
9.3 Time of Liquidation 4.2, [Deleted: 43
ARTICLE 10 INVESTMENT REPRESENTATIONS 42, [Deleted: 43
10.1 Pre-Existing Relationship or Experience 43
10.2 No Advertising —43, [Deleted; 44
10.3 Investment Intent. 43, [Deleted! 44
10.4 Economic Risk. - 43; [Deleted;44
103 No Registration of Company Interest. 43, (Meted: 44
10.6 Company Interest in Restricted Security. .....43, {Deleted: 44
10.7 No Obligation to Register. 43, [^^
10.8 No Disposition in Violation of Law 43, "•••••««
10.9 Legends. 44, [Deleted! 44
10.10 Investment Risk 44, ["•>«•«•'«
10.11 Restrictions on Transferability 44, [Deleted;45
10.12 Information Reviewed 44, [ Deleted; 45
10.13 No Representations By Managers 45 [oeietedMs
10.14 Consultation with Attorney 4J, [ Deleted;«
10.15 Tax Consequences. 4^ (Deleted; 46
10.16 No Assurance of Tax Benefits. 4^ (Deleted-46
10.17 Indemnity. 45,
ARTICLE 11 MISCELLANEOUS PROVISIONS 46
11.1 Counterparts. 46
11.2 Amendments - 46
11.3 Notices. 4£
11.4 Successors. .' 4fy
11.5 Captions. _ 46^
11.6 Severabilfty 4£
11.7 Further Acts. „ 44
11.8 Exhibits. 4£
11.9 Governing Law 4^
11.10 Resolution of Disputes 4£
11.10.1 Agreement to Mediate „ 4£
11.10.2 Arbitration. „„ 4£
11.11 Representation of William R. Beckman and Connie Matsui Beckman by Solomon,
| Grindle, Silverman & Spinelta, APC 5^
THE im^RESTS EVIDENCED HEREBYHAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19J3, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND, AS SUCH MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED UNLESS (a) COVERED BY AM EFFECTIVE REG1STRAT60N STATEMENT
UNDER SUCH ACT AND QUALIFICATION ORDERS UNDER SUCH LAWS OR (b) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND QUALIFICATION UNDER SUCH LAWS, THE AVAILABILITY OF
WHICH IS ESTABLISHED TO TOE SATISFACTION OF THE INTEREST HOLDERS.
OPERATING AGREEMENT
OF
BECKMAN/FARADAY, LLC
A CALIFORNIA LOOTED LIABILITY COMPANY
THIS OPERATING AGREEMENT of Beckman/Faraday, LLC ("Agreement") is being
entered into as of this 23rt August, 2004 ("Effective Dote") by and among William R. Beckman
("Manager"), and the Persons listed in Schedule "A" attached hereto, as may be amended from
time to time in accordance with the terms of this Agreement (collectively, "Interest Holders" or
"Members").
NOW, THEREFORE, in consideration of the mutual premises contained herein, and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
it is agreed as follows:
ARTICLE!
FORMATION
1.1 Formation. By this Agreement, the parties hereby agree to form a limited
liability company (the "Company") pursuant to the provisions of the California Limited Liability
Company Act (California Corporations Code Sec. 17000 et seq.), as amended from time to time.
1.2 Names and Address of foe Mn^agprg The name of the initial Manager is
William R- Beckman, whose address is 15819 Las Planideras, Rancho Santa Fe, CA 92067 (P.O.
Box 484, Rancho Santa Fe, CA 92067). After the Effective Date, no other Person may be
admitted as a Manager of the Company except as provided inthis Agreement and the Act
1.3 Names and Addresses of the Interest Holders. The names and addresses of the
Interest Holders are set forth in Exhibit "A" attached hereto, as may be amended from time to
time. After the Effective Date, no Person may be admitted as an Interest Holder except as
provided in this Agreement and die Act
1.4 Resident Agent. The Company's resident agent in the State of California is
Thomas L. Grindfe, Esq., whose address is 12555 High Bluff Drive, Suite 260, San Diego,
California 92130.
L5 Filings. Concurrently with the execution of this Agreement, the Managers shall
execute and acknowledge the Articles of Organization for the Company (the "Articles") pursuant
to the provisions of Section 17051 of the Act The Managers shall thereafter cause the Articles
to be filed in the office of, and on a form prescribed by, the California Secretary of State.
1.6 Ownership of Company Property. All Company Property will be owned by
and in the Company's name. Each Interest Holder expressly waives the right to require the
partition of the Property. The Interest Holders will execute any documents necessary to reflect
the Company's ownership of its Property and will record the documents in the public offices that
may be necessary or desirable in the Managers' discretion. No Interest Holder may demand
Property other than cash in return for such Interest Holder's contributions to the Company.
ARTICLE 2
COMPANY IDENTIFICATION
2.1 Name. The Company is named "Beckman/Faraday, LLC."
2.2 Place of Business. The principal place of business of the Company shall be
located at 15819 Las Planideras, Rancho Santa Fe, CA 92067 (P.O. Box 484, Rancho Santa Fe,
CA 92067) unless and until changed by the Managers.
23 Purposes
23.1 Generally. The Company's purposes are to make a profit, to increase
the wealth of its Interest Holders, and to provide a means for educating all Interest Holders
concerning the management and preservation of die Company Property. Consistent with the
foregoing, the Company has been organized to accomplish the following specific objectives:
(a) to provide greater access to quality investment advisors and to
obtain brokerage and other discounts by consolidating fractional interests in the Company
Property, thereby promoting easier management and more prudent investing by the
Interest Holders.
(b) to increase the wealth of the Interest Holders as a group by
investing and reinvesting a substantial portion of any income earned on the Company
Property and any proceeds from the sale or refinancing of the Company Property.
(c) to provide a means for co-ownership of the Company Property by
the Interest Holders without creating fractional interests;
(d) to provide flexibility in business planning not available solely
through trusts, corporations or other business entities;
(e) to promote knowledge of and communication about the
management of the Company Property among Interest Holders;
(f) to continue ownership of the Company Property and to restrict the
ability of Persons who are not Family Members or trusts or other entities created for their
benefit, from obtaining an Interest in the Company Property, such as by reason of a failed
marriage or a judgment;
(g) to provide an orderly means for resolving any disputes that may
arise among the Interest Holders concerning the Company Property, thereby promoting
harmony among the Interest Holders and avoiding the expense of litigation;
2
(h) to facilitate the administration and reduce the cost associated with
an Interest Holder's disability or probating an Interest Holder's estate;
(0 to promote knowledge of and communication about the Company
Property and investment strategies among Interest Holders; and
(j) to preserve confidentiality concerning the Interest Holders' assets.
2.3.2 Purposes Allowed by the Act The Company is authorized to engage
in any business permitted by the Act. If the Company qualifies to do business in a foreign
jurisdiction, it may transact any business permitted in that jurisdiction. There is no jurisdictional
restriction upon the Company's Property or activity.
2.4 Company's Authority. To accomplish the Company's Purposes, as described in
Section 2.3 above, the Company's authority includes the following:
2.4.1 Stocks and* Bonds. Purchasing, selling, investing, and dealing with
the following: securities; stocks; bonds; notes; evidences of indebtedness of any Person,
domestic or foreign; bonds and other obligations of a governmental entity, domestic or foreign;
bills of exchange, commercial paper and any other securities; and gold, silver, grain, cotton, and
other commodities and provisions usually dealt on exchanges or over-the-counter markets.
2.4.2 Real Property. Engaging in the real estate business; acquiring,
owning, holding, developing and operating real estate properties, either as operator, managing
agent, principal, agent, partner, stockholder, syndicate member, associate, joint venturer,
participant or otherwise; investing in and raising funds for real estate development and operation;
purchasing, constructing, acquiring, owning, developing, operating, leasing, mortgaging,
pledging, selling, or otherwise disposing of buildings, fixtures and improvements; doing
anything necessary or incident to the real estate business.
2 A3 Business Entities. Investing Company Property or carrying on a trade
or business and forming all types of business entities or trusts; acquiring general or limited
partnership interests in a partnership, membership interests in a limited liability company or joint
venture, shares in a corporation, or interests in any syndication.
2.4.4 Depreciable Property. Purchasing, leasing, acquiring, selling or
disposing of machinery, equipment, buildings and other depreciable property.
2.4.5 Making Investments. Engaging in any other trade, business or
investment activity.
2.4.6 Other Lawfal Business Enterprise. Operating any lawful business
enterprise that accomplishes the Company's Purposes.
2.4.7 Making Conveyances. Buying, selling, leasing, and dealing in
services, personal property and real property.
2.4.8 Guaranties. Guaranteeing the financial transactions of others, with or
without charging a fee.
3
2A9 Borrowing and landing. Borrowing and lending money; unless
prohibited, allowing an Interest Holder to lend money to, and transact business with, the
Company or the Interest Holders.
2.4.10 Investments. Investing and reinvesting any Company Property and
the income therefrom, whether or not the original purpose for the investment has been
accomplished.
2.4.11 Managing Company PlT^Pcr*Y- Purchasing, holding, operating,
selling, leasing, or disposing of full or fractional interests hi improved or unimproved real and
personal property.
2.4.12 Lending and Borrowing. Lending and borrowing money by: issuing,
accepting, endorsing, or executing notes, drafts, bills of exchange, warrants, bonds, debentures,
instruments or evidences of indebtedness; securing indebtedness by mortgage, pledge, transfer or
assignment in trust of all or any part of the Company Properly; and selling, pledging, or
disposing of the Company's obligations; unless prohibited, allowing an Interest Holder to tend
money to, and transact business with, the Company.
2.4.13 Operating Offices. Operating one or more offices, leasing or
acquiring office space, engaging personnel, and doing all things necessary to operate the office.
2.4.14 InsnraHce. Carrying insurance mat the Managers deem necessary and
appropriate.
2.4.15 Entering Into Contracts. Making, entering into, delivering and
performing all contracts, agreements, or undertakings.
2.4.16 Paving Einenses. Paying all costs and expenses and performing all
acts deemed appropriate by the Managers to cany out the Company's Purposes as described in
Section 2.3 of this Agreement
2.5 Term. The Company shall commence on the Effective Date, and shall continue
until terminated or dissolved by tew or upon the dissolution of the Company in accordance with
the terms of this Agreement On the termination of the Company, the Company shall be
dissolved and its aflairs shall be wound up.
ARTICLES
DEFINED TERMS
In addition to the terms defined elsewhere in this Agreement, as used in this Agreement,
the following terms have the meanings set forth below:
3.1 "Art" means the California Limited Liability Company Act (California
Corporations Code Sec. 17000 et seq.), as amended from time to time, and any successor statute.
3.2 "Adjusted Capital Account Deficit" means a deficit balance in the Interest
Holder's Capital Account as of the end of the relevant fiscal year, after giving effect to the
following adjustments: (1) Increase such balance by any amounts which such Interest Holder is
4
IN WITNESS WHEREOF, the Members and the Manager have executed this Operating
Agreement of Beckman/Faraday, LLC, a California Limited Liability Company, effective as of
the date first above written.
MANAGER:
William R. Beckman
MEMBERS:
William R. Beckman and Connie Matsui
Beckman, Trustees of the Beckman Family
Trust dated November 9,2000, as amended
William R.
Connie Matsui Beckman, Trustee
Satsuki Hirano Matsui
,/~ y r/ 'w/Z/^y/xad/ eV&jjj^ifj
Satsuki Hirano Matsui
EXHIBIT "A"
to the
t of Beckmaa/Fanidav. LJLC
l.itt ofMemhe.! ofAufUxt 23.2004
Member's Name/Address Member's SSN Percentage Interest
Class A
William R. Beckman and
Connie Matsui Beckman,
Trustees of the Beckman
Family Trust dated November
9,2000, as amended (as the
community property of
William R. Beckman and
Connie Matsui Beckman)
15819 Las Planideras
P.O. Box 484
Rancbo Santa Pe, California
92067.
Satsuki Hirano Matsui
PO Box 7315
Rancho Santa Fe, CA 92067
Class B (Manager)
William R. Beckman
Mr. Beckman:
Mrs. Beckman: 569-92-9875
Class A Percentages
90%
520-24-9289
479-62-1493
10%
Class B Percentage
100%
52
EXHIBIT "B"
to the
Operating Agreement of Beckman/Fflradav. LJLC
Initial Contributions of the Members:
As their Original Capital Contributions, the Members shall each
contribute the following assets / amounts:
Member's Names Contribution Amounts
Class A Members:
William R. Beckman and Connie Matsui
Beckman, Trustees of the Beckman Family
Trust dated November 9,2000, as amended
(as the community property of William R.
Beckman and Connie Matsui Beckman)
Satsuki Hirano Matsui
Class B Members (Manager):
William R. Beckman
Cash in the amount of $4.5 million
Cash in the amount of $500,000.
No contribution will be made or required
53
LIMITED LIABILITY COMPANY BORROWING AUTHORIZATION
AND CERTIFICATE OF MEMBERS
Borrower: Lender.
BECXMAN/FARADAY, LLC CENTRAL PACIFIC BANK
505 Lon»s SanteFe, Suite 100 220 Soom King Street, Second Floor
Solana Beach, California 92075 Honolulu, Hawaii 96813
THE UNDERSIGNED, being all of tie members of BECKMAN/FARADAY, LLC, a
California limited liability company (Hie "Company"), do hereby certify, represent and
wanant to C^lral Pacific Baidc, a Hawafibaflkm^
with Lender that:
COMPANY ORGANIZED AND EXISTING. The Company is oigamzed and existing
as a limited, liability company under and by virtue of the laws of me Stale of California,
with its offices at 505 Lamas SanteFe, Suite 100, Solana Beach, CaBfomia 92075.
MEMBERS OF IHE COMPANY. The following is a complete fist of the names and
types of all members of toe Company:
Signer.
William R. Beckman, Trustee of the No
Beckman Family Trust dated November 9, 2000,
as amended {Class A Member)
Connie Matsui Beckman, Trustee of the No
Beckman Famfly Trust dated November 9, 2000,
as amended (pass A Member)
Satsuki Haanjo Matsui, an individual No
(Class A Member)
William R. Beckman, an ndividual Yes
(Class B Member— Manager)
AUTHORIZED MEMBERS/MANAGERS. The name and mailing addresses of those
Members, managers and/or others who are authorized to sign on behalf of the Company
and to bind the Company (collectively, "Authorized Signers") are:
Name
William R. Beckman, 505 Lomas Sante Fe, Strife 100
an individual Solana Beach, California 92075
440254.3 1
_,„ . -IH9 692:609062
ASSUMED BUSINESS NAMES. The Con^any has filed all filings required by law
relating toall assumed business names used by the Company. Excluding the same of the
Company, the following is a complete list of all assumed business names under which the
Company does business:
None I' . ;
AUTHORITY OF AUTHORIZED SIGNERS. Any one (1) of the Authorized Signets
listed above, acting alone, may enter Into any agreements of any nature with Lender, and
those agreem arts will bind the Company, and acting for and on behalf of me Company
and as its act and deed be, and he, sheor it hereby is, authorized and empowered:
To borjcow fioitt tnne to tone fioiii Lender, on such teems as
may be agreed upon between the Company and Lender, such sams or sums of money as
inhis,heror^judgnientsbouldbeboiiowed^wimomliniitation.
To execute and deliver to Lender the promissory cote or notes, or
after evidenc^ of credit accommodations of the Company, on Lender's forms, at such
rates of interest and on such terms as may be agreed upon, evidencing me sums of money
so borrowed o r any indebtedness of the Company to Lender, and also to execute and
deliver to Lea tor one or more renewals, extensions, modifications, refinances,
consolidations, or substitutions for one or more of the notes, any portion of the notes, or
any other evidence of credit accommodations.
Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Leader, as security for the payment of any loans or
credit accommodations so obtained, any promissory notes so executed (including any
^ —*~~ ^ i ffr mfMfifiCTf*"***8] renewals, and i—*—'—"—f—* ' *—x
any other or fu iher indebtedness of the Company to Lender at any time owing, however,
the same may 1 * evidenced, any property now or hereafler belonging to me Company or
in which the C anpany now or hereafter may have an interest; hrctading without
limitation aP n at property and afl personal property (tangible or intangible) of the
Company. Smb. property may be mortgaged, pledged, transferred, endorsed,
hypothecated, i «r encumbered at the time such loans are obtained or such mdebtedness is
inclined, 01 at i my other time or times, and may be eifherm. addition to or in lieu of any
property heretojfore mortgaged, pledged, transferred, endorsed, hypothecated, or
encumbered.
ents. To execute and deliver to Lender me forms of
mortgage, deed of trust; pledge agreement; hypothecation agreement, and omer security
which may be required by Lender, and which shall""
which Lender may d
evidence tfyi
encumbrances, MT any of mem, are given; and also to execute and deliver to Lender any
other written instruments, any chattel paper, or any other collateral, of any kind or nature,
gyving of the liens and encumbrances.
cy or ptopev in connection with or pei taiuing to the
I
4402SO
ueui>peg 692:60 90 62 <toS.
To draw, endorse, and discount wift. Lender all drafts, trade
acceptances, promissory notes, or other evidences of indebtedness payable to or
belonging to the Company in wiuch the Company may have an interest, and either to
receive cash for me same or to cause such proceeds to be credited to live account of the
Company with Lender, or to cause such other disposition of the proceeds derived
therefrom as they may deem, advisable.
Further Acts. In the case of lines of credit, to designate additional or alternate
individuals or entities as being authorized to request advances thereunder, and in all
cases, to do and perform such, other acts and things, to pay any and aH fees and costs, and
to execute and deliver such other documents and agreements as he, she or it may in his,
her or its discretion deem reasonably necessary or proper in oider to cany into effect the
provisions oiljlnis Limited LiabiBly Company Borrowing Authorization and Certificate of
Members (this "Authorization").
PRIOR ACTIONS. Any and all acts authorized pursuant to this Authorization and
performed prior to the passage or execution of this Authorization are hereby ratified and
approved, that this Authorization shaH remain in full force and effect and Lender may
rely on this Authorization until written notice of his or her or its revocation shall have
been deHvered to and received by Lender. Any such notice shaH not affect any of the
Company's agiuuienis or commitments in effect at the time notice is given.
NOTIFICATIONS. The Company will notify Lender in writing at Lender's address
shown above (or such otter addresses as Leader may designate fiom tune to tane) prior
to a0y (a) change in the name of the Company, (b) change in the assumed business
names(s) of the Company, (c) change hi the management of the Company, (d) change in
flie Authorized Signers^), (e) conversion of the Company to anewordiffeenttypeof
business entity., or (f) change hi any other aspect of the Company that directly or
indnecdy reiates to any agreements between the Company and Lender. No change in the
name of the Company vnSi take effect until after Lender has been notified.
OPERATING AGREEMENT. A true, correct and complete copy of the Operating
Agreement of the Company (the "Operating Agreement") is attached hereto as Exhibit A.
The Operating Agreement attached hereto has not been amended, other than any
amendments cpotained in Exhflwt A or any amendments made pursuant to mis
Authorization. The Operating Agreement has not been revoked and is in full force and
effect
AMEKDMENT OF OPERATING AGREEMENT. The Operating Agreement of the
Company is deemed amended hereby to the extent, if any, tbat such amendment is
necessary or appropriate to cany oitt, implement, further or otherwise effectuate this
Authorization or any of Ihe matters described herein.
AUTHORIZATION IN FULL FORCE AND fit-'FtCT. The members, managers,
employees, or agents named above are duty elected, appointed; or employed by or for the
Company, as the case maybe, and occupy the position set opposite the name; ftat this
Authorization and the matters described herein now stand of record on 1he books of the
4402543 : 3
, 90 63
o7fifi-/1?8-899
SEW3-2005 FROM-T-632 P.005/005 F-862
COUNTERP
each
*nii»Au>uifanrin«iniybeeaceciitedin«qynBBiber ofcouptttpi
al. wifl be d«5emedtQbcsnonpo«l,i»d«IIofwhidi
tD D6 uUit B06 flOfl ^BBSJU
tud aerce to ri»«ecm«.
Oasa A
WILUAMJ
HECKMAN FAMILY TRUST
AN, Trustee ofthe
DATED 9. 2000, AS AMENDED
BECKMAN FAMILY TRUST
DATED NOVEMBER t, 2000, AS AMENDED
SATSUKI HOtANO MATSUl,
anindividaal
WILUAMK. BBCKMAN.
aniMfividual
S-d
ueunpeg ;60 SO 63
Company; and -mat this Authorization is in mil force and effect and has not been
modified or revoked in any manner whatsoever.
COUNTERPARTS. This Authorization may be executed in any number of counterparts,
each of which, when executed, wifl be deemed to be an original, and all of which
counterparts taken together will be deemed to be but one and the same document.
Each of tiie undersigned has read all the provisions of this Authorization, and each' '
of the undersigned an behalf of the Company certify and agree to its terms.
Farther, each of the undersigned, individually and as a member of the Company,
understands and acknowledges that Ix^er is ndying on this Authorization and ! •
each of the certifications, representations, warranties and agreements contained
herein in malting loans or extensions of credit to the Company, and that such
certifications, representations, warranties and agreements shall also be dccuacd to
be the certifications, representations, warranties and agreements of each of the
undersigned to Lender. This certificate is dated as of September 23,2005-
Class A Members:
WILLIAM R-BECKMAN, Trustee of the
BECKMAN FAMILY TRUST
DATED NOVEMBER 9,2000, AS AMENDED
CONNIE MATSUI BECKMAN, Trustee of the
BECKMAN FAMILY TRUST
DATED NOVEMBER 9, 2000, AS AMENDED
SATSUKI fflRANO MATSUI,
an individual
Class B Member (Manager):
WILLIAM R. BECKMAN,
an individual
4402543
I Q.d _™ ueuj^pea ma 'Btf:60906Z
BECKMAN/FARADAY, LLC
TRANSMITTAL COVER SHEET
To: City of Carlsbad Date: September 29,2005
Atta: Donna Harvey
Fax: (760) 602-1052 / 6 pages, including this cover
Ref: Beckman/Faraday, LLC - Lot 6 (corner of Priestly and Faraday, Carlsbad)
REMARKS:
Donna,
Per your telephone message of this morning, please find the "Limited Liability Company
Borrowing Authorization and Certificate of Members" form signed that you needed. Please
call me (858) 847-9870 right away if you need anything else.
If you have any questions or if there is anything else needed please call me (858) 759-8200.
Thank you, Jennifer
505 Lomas Santa Fe, Suite 100. Solana Beach, CA 92075
858-847-9870 FAX 858-847-9828
9°
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SAN DIEGO COUNTY
ASStSSOtfS MAP
BOOK. 212 PA GE 06 SHT. I OF 2
MAP 11230-CARLSBAD TCT. NO. 84-9
MAP 10330-CARLSBAD TRACT NO, 81-10
ROS 10028, 10595, 10596
MAP> "1 cnc DIIODOCCC n\u
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SAN DIEGO COUNTY
ASSESSORS MAP
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MAP- "J FOR ASSESSMENT PURPOSES ONLY
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NOTE ACREAGES SHOWN PER RECORDED MAP
!• RES PUT. SI
BOOK
MAP NO. '/0320
CARLSBAD TRACT NO. 81-10
.UNIT NO. I
COUNTY OF SAN DIEGO
SHEET 5 OF 8 SHEETS
RO.S. 4253
. - svaar/sav acutitwrr
RO.S. £833 RO.S. 3467
LOT F RANCHO ASUA HEDIONDA MAP NO. 323
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ATTACHMENT
Attached is the document you (or someone on your behalf) requested. As required by Section
12956.1(b) of the Government Code, please take note of the following:
"If this document contains any restriction based on race, color, religion, sex, familial
status, marital status, disability, national origin, or ancestry, that restriction violates
state and federal fair housing laws and is void, and may be removed pursuant to
Section 12956.1 of the Government code. Lawful restrictions under state and federal
law on the age of occupants in senior housing or housing for older persons shall not be
construed as restrictions based on familial status."
1030-cov. rev. 10/2000
DOC ft 2001-0671492
SEP 18, 2QQ1 3:13 PH
Recording Requested By:
CARLSBAD RESEARCH CENTER
OWNERS ASSOCIATION
When Recorded, Return To:
Susan M. Hawks McClintic, Esq.
EPSTEN GRiNNELL & HOWELL, APC
555 West Beech St., Suite 500
San Dieao. CA 92101-2995^
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
GREGORY J. am COIMY RECORDER
FEES: 170.00
10083
2001-0671492"
For Recorder'sJJjse_
FOURTH AMENDED AND RESTATED DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF CARLSBAD RESEARCH CENTER
A Commercial and Industrial Master Planned Development
SD160075v8
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 1 of 55
Order: 139747 Comment:
10084
TABLE OF CONTENTS
RECITALS 1
ARTICLE 1 - DEFINITIONS 4
1.1 Acreage 4
1.2 Allowable Charges 4
1.3 Architect 4
1.4 Architectural Review Committee 4
1.5 Articles of Incorporation 4
1.6 Assessments 4
1.7 Association 5
1.8 Association Management Documents 5
1.9 Association Rules 5
1.10 Beneficiary 5
1.11 Board 5
1.12 Budget 5
1.13 Building 5
1.14 Bylaws 6
1.15 Carlsbad Research Center 6
1.16 City 6
1.17 Common Area 6
1.18 Common Expenses 6
1.19 Condominium Units 6
1.20 Declaration or Fourth Declaration 6
1.21 Design Guidelines 7
1.22 Development 7
1.23 Exhibit 7
1.24 Improvement 7
1.25 Lot 7
1.26 Maintenance Area Expenses 8
1.27 Maintenance Areas 8
1.28 Master Association Property 8
1.29 Member 8
1.30 Mortgage 8
1.31 Mortgagee 8
1.32 Occupant 9
1.33 Official Records 9
1.34 Owner 9
1.35 Planned Development - 9
1.36 Property Line 9
1.37 Record-Recorded-Recordation 9
1.38 Sign 9
1.39 Specific Plan 9
1.40 Street or Streets , 9
SD 160075v8 i
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 2 of 55
Order: 139747 Comment:
10085
1.41 Subject Property 10
1.42 Visible From Neighboring Property , 10
ARTICLE 2 -THE ASSOCIATION 10
2.1 Organization and Membership 10
2.2 General Duties and Powers 10
2.3 Power of Attorney 10
2.4 Membership 10
2.5 Voting Rights 10
2.6 Common Interest Development 11
2.7 One Class of Membership 11
2.8 Approval of All Members 11
ARTICLE 3 - SUBJECT PROPERTY 11
3.1 General Declaration 11
ARTICLE 4 -ASSESSMENTS 12
4.1 Agreementto Pay 12
4.2 Collection and Disbursement 12
4.3 Maximum Assessments 12
4.4 Assessment Allocation 12
4.5 Certificate of Payment 13
4.6 Exempt Property 13
4.7 No Offsets 13
4.8 Delinquency 13
4.9 Personal Obligation; Lien 13
4.10 Foreclosure Sale 14
4.11 Priority of Assessment Lien 14
ARTICLE 5 - REGULATION OF OPERATIONS AND USES 15
5.1 Permitted Uses 15
5.2 Uses Permitted in Area I 15
5.3 Uses Permitted In Area II 18
5.4 Uses Permitted in Area III 18
5.5 Uses Permitted in Area IV 18
5.6 Prohibited Uses 19
5.7 Nuisances 19
5.8 Condition of Property 20
5.9 Maintenance and Repairs 20
5.10 Refuse Collection Areas 21
5.11 Public Utilities 21
5.12 Utility Lines and Antennas 21
5.13 Excavation 21
5.14 Noise Sensitive Use 22
SD 160075v8
Description: San Diego.CA Document-Year.DocID 2001.671492 Page: 3 of 55
Order: 139747 Comment:
5.15 Special Treatment Area 22
5.16 Other Operations and Uses 22
ARTICLE 6 -ARCHITECTURAL REVIEW COMMITTEE 22
6.1 Formation of Committee 22
6.2 Selection of Committee Members 22
6.3 Rules of Procedure 23
6.4 Conformity of Completed Improvements 23
6.5 Functions of Architectural Committee 23
ARTICLE 7 - CONSTRUCTION OF IMPROVEMENTS 24
7.1 Approval of Plans Required 24
7.2 Basis for Approval 25
7.3 Review Fee 26
7.4 Result of Inaction 26
7.5 Association Retention of Approved Plans 26
7.6 Proceeding With Work 27
7.7 Completion of Work 27
7.8 Non-Liability for Approval 27
7.9 Construction Without Approval 27
7.10 Maintenance and Repairs 28
7.11 Reconsideration 29
7.12 Evidence of Approval 29
7.13 Variances 29
ARTICLE 8 - INSURANCE 29
8.1 Obligation to Insure .29
8.2 Waiver by Owners : 30
ARTICLE 9 - DEVELOPMENT STANDARDS 30
9.1 Minimum Setback 30
9.2 Exceptions to Setback Requirement 30
9.3 Landscaping 31
9.4 Signs 31
9.5 Parking Areas 31
9.6 Storage and Loading Areas 31
9.7 Site Coverage 32
9.8 Building Height 32
ARTICLE 10 - MAINTENANCE OF COMMON AREAS AND FACILITIES 32
10.1 Association's Maintenance Responsibility 32
10.2 Owner's Maintenance Responsibility 33
10.3 Maintenance By Owners Upon Failure of Association to Do So 33
10.4 Association Management Company 33
SD160075v8 (II
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 4 of 55
Order: 139747 Comment:
10087
10.5 Easements for Association 33
10.6 Utilities 34
ARTICLE 11 - ALLOCATION OF MAINTENANCE COSTS AND PROPERTY TAXES
34
11.1.. Allocation of Cost of Maintaining Area IV and Taxes 34
11.2 Computation of Maintenance Costs 34
11.3 Assessment of Costs 34
ARTICLE 12 - MODIFICATION AND AMENDMENT 35
12.1 Procedure 35
12.2 Approval by the City of Carlsbad 35
12.3 Governmental Regulation 35
ARTICLE 13 - ENFORCEMENT 35
13.1 Default and Remedies 35
13.2 Damages 36
13.3 Equity 36
13.4 Abatement and Lien Rights 36
13.5 Waiver 36
13.6 Costs of Enforcement 36
13.7 Nonexclusive Rights of Enforcement 36
13.8 Enforcement by the City of Carlsbad 37
ARTICLE 14 - CONSTRUCTIVE NOTICE AND ACCEPTANCE 37
ARTICLE 15 -WAIVER 37
ARTICLE 16 - RUNS WITH LAND , 38
ARTICLE 17 - RIGHTS OF MORTGAGEES 38
ARTICLE 18 -CAPTIONS 38
ARTICLE 19 - EFFECT OF INVALIDATION 38
ARTICLE20 -COMPLIANCE WITH LAW, INDEMNITY 39
EXHIBIT "A" - PROJECT LEGAL DESCRIPTION 40
EXHIBIT "A-l" -AREAS I, II, III, AND IV 41
EXHIBIT "B" - ACREAGE AND VOTES ASSIGNED TO EACH LOT 43
SD160075V8 IV
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 5 of 55
Order: 139747 Comment:
10088
FOURTH AMENDED AND RESTATED DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF CARLSBAD RESEARCH CENTER
This Fourth Amended and Restated Declaration of Covenants, Conditions and
Restrictions of Carlsbad Research Center ("Declaration" or "Fourth Declaration"), is
made as of this day of , 2001, by the Owners of Lots
within the Subject Property with reference to the following facts:
RECITALS
A. On or about April 14,1982, Carlsbad Research Center, a California
general partnership ("Carlsbad") executed that certain Declaration of Covenants,
Conditions and Restrictions for Carlsbad Research Center, which was recorded
April 22,1982, as Instrument No. 82-114942 of the Official Records of the County
Recorder of San Diego County, California, and recorded on May 12,1982, as
Instrument No. 82-141190 of the Official Records of the County Recorder of San Diego
County, California ("the Original Declaration").
B. Article 10 of the Original Declaration ("Article 10") provides that said
Declaration or any provision thereof, or any covenant, condition or restriction contained
therein, may be modified or amended as to the whole of the "Subject Property" (as
defined in the Original Declaration), or any portion thereof, with the written consent of
the Owners (as defined in the Original Declaration) of fifty-one percent (51%) of the
Subject Property, based upon the number of square feet owned as compared to the net
acreage of the Subject Property.
C. On or about April 20,1987, and in accordance with the provisions of said
Article 10, a group (including Carlsbad) comprising the Owners of more than fifty-one
percent (51 %) of the Subject Property executed that certain First Amendment to
Carlsbad Research Center Declaration of Covenants, Conditions and Restrictions
("First Amendment"). Said First Amendment amended and restated the Original
Declaration in its entirety, and the same was recorded December 10,1987, as
Instrument No. 87-682096 of the Official Records of San Diego County, California.
D. On or about January 19,1988, and in accordance with the provisions of
said Article 10, a group (including Carlsbad) comprising the owners of more than fifty-
one percent (51%) of each of Phases I and II of the Subject Property, based on the
number of square feet owned as compared to the net acreage of each of said phases,
executed that certain Second Amended and Restated Declaration of Covenants,
Conditions and Restrictions of Carlsbad Research, and the same was recorded
SO 160075v8
Descripfr'o/r San Diego,CA Document-Year.DocID 2001.671492 Page: 6 of 55
Order: 139747 Comment:
10031)
January 19,1988, as instrument No. 88-024160 of the Official Records of San Diego,
California ("Second Amendment").
E On or about March 10,1988, Upland Industries Corporation, a Nebraska
corporation ("Upland"), successor in interest to Carlsbad, and other parties, executed
that certain Third Amended and Restated Declaration of Covenants, Conditions and
Restrictions of Carlsbad Research Center, which was recorded June 29,1988, as
Instrument No. 88-313420, Official Records of the County Recorder of San Diego
County, California ("Third Amendment"). The Third Amendment is itself an amended
and fully restated version of the Original Declaration which is referenced in, and
superseded by, the Third Amendment.
F. Article 10 of the Third Amendment ("Restated Article 10") provides that
the Third Amendment, or any provisions thereof, or any covenant, condition or
restriction contained therein, may be modified or otherwise amended, as to the whole of
the Subject Property or any portion thereof, with the written consent of the Owners of
fifty-one percent (51%) of the aggregate area of all Lots within the Subject Property,
based on the area of the Lots owned by such consenting Owners as compared to the
total area of the Subject Property.
G. On or about May 1,1995, and in accordance with the provisions of said
Restated Article 10, a group (including Upland) comprising the Owners of more than
fifty-one (51 %) of the aggregate area of all Lots within the Subject Property, based on
the area of the Lots owned by such consenting Owners as compared to the total area of
the Subject Property, executed that certain First Amendment to Third Amended and
Restated Declaration of Covenants, Conditions and Restrictions of Carlsbad Research
Center, and the same was recorded June 1,1995, as Instrument No. 1995-07230848
of the Official Records of San Diego County ("First Amendment to Third Amendment").
(The First Amendment to Third Amendment and the Third Amendment shall be referred
to together as the "Third Amendment" unless the context clearly indicates otherwise.)
H. By Assignment and Assumption Agreement dated as of September 28,
1995, Upland assigned to Union Pacific Railroad Company, a Utah corporation
("UPRR-Utah"), all of Upland's rights and obligations as declarant under the Restated
Declaration. By Quitclaim Deed dated as of September 28,1995, and recorded in the
Official Records of the San Diego County Recorder's Office on December 15,1995, as
Document No. 1995-0573901, Upland quitclaimed to UPRR-Utah all of Upland's right,
title and interest in all portions of the Subject Property held by Upland. On February 1,
1998, UPRR-Utah was merged into Southern Pacific Transportation Company, a
Delaware corporation ("SP"), and SP, the surviving corporation, changed its name to
Union Pacific Railroad Company ("UPRR").
I. The development of the Subject Property was planned in five phases, with
annexation to the Subject Property to occur as each phase was developed. As of the
date of this Declaration, each of the five phases has been annexed to the Subject
SD160075V8 2
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 7 of 55
Order 139747 Comment:
10090
Property and UPRR, has developed and/or otherwise conveyed all of the Subject
Property owned by UPRR except that certain Lot 110 in Tract No. 85-24 ("Lot 110")
which is Common Area,
J. UPRR and the Owners desire that Owners take responsibility for the
management of the Subject Property. Owners have elected to form the Association
(defined herein) as a nonprofit mutual benefit corporation for such purpose, including
taking title to Lot 110 owned by UPRR.
K. The Third Amendment does not provide for the enforcement thereof by
the Association and the Owners desire to amend the Third Amendment to provide
accordingly.
L. The President and Secretary of the Association, as representatives of the
Owners, certify that, to the best of their knowledge, the affirmative vote or written
consent of Owners of Lots the aggregate area of which is more than fifty-one percent
(51%) of the aggregate area of all Lots within the Subject Property has been obtained.
M. The Owners now desire to amend and restate the Third Amendment
pursuant to Article 10 thereof, as set forth herein.
N. It is the desire and intention of the Owners to reaffirm the creation by the
Original Declaration of a multi-phased planned development in accordance with section
1351 of the California Civil Code including the establishment of a common interest
project on the Subject Property in accordance with said section 1351, and to establish
covenants, conditions and restrictions which will constitute a general scheme for the
subdivision management, use, occupancy and enjoyment of the Subject Property, all
for the purpose of enhancing and protecting the value, desirability and attractiveness of
the Subject Property and enhancing the quality of life within the Subject Property.
NOW, THEREFORE, the Owners hereby amend and restate the Third
Amendment in its entirety as provided hereinafter and declare that all of the Subject
Property shall be held and conveyed subject to the following covenants, conditions,
restrictions and easements which are hereby declared to be for the benefit of the
Subject Property, and the Owners of all or part of the Subject Property, their successors
and assigns. These covenants, conditions, restrictions and easements shall run with
said interests and shall be binding upon all parties having or acquiring any right or title
in the Subject Property or any part thereof, and shall inure to the benefit of each Owner
and are imposed upon the Subject Property and every part thereof as a servitude in
favor of the Subject Property and each Owner.
SD160075V8
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 8 of 55
Order: 139747 Comment:
10091
ARTICLE 1 - DEFINITIONS
Unless the context otherwise specifies or requires, the terms defined in this
Article 1 shall, as used in this Declaration, have the meanings herein set forth:
1.1 Acreage. The term "Acreage" shall mean, as to a particular Lot, the area
thereof as listed on Exhibit "B." Acreage shall be conclusively deemed to be those
listed on Exhibit "B" despite the fact that such areas are approximations only and may,
with building development, become altered or have been altered.
1.2 Allowable Charges. The term "Allowable Charges" shall mean the costs,
late charges and interest in the amounts permitted by section 1366 of the California
Civil Code or any successor statute which may be recovered by the Association when
any Assessment becomes delinquent which, as of the date hereof, permits (i)
reasonable costs incurred in collecting delinquent Assessments including reasonable
attorneys' fees, (ii) a late charge not exceeding ten percent (10%) of the delinquent
Assessments or Ten Dollars ($10.00), whichever is greater, and (iii) interest on all sums
imposed in accordance with this Section, including the delinquent Assessment,
reasonable costs of collection and late charges, at the then maximum legal rate
chargeable, provided it shall not exceed twelve percent (12%) interest per annum,
commencing thirty (30) days after the Assessment becomes due.
1.3 Architect.. The term "Architect" shall mean a person holding a certificate
to practice architecture in the State of California under authority of Division 3, Chapter 3
of the Business and Professions Code of the State of California.
1.4 Architectural Review Committee. The terms "Architectural Review
Committee" or the "Committee" shall mean and refer to that committee or committees
provided for in the Article hereof entitled "Architectural Review Committee".
1.5 Articles of Incorporation. The term "Articles of Incorporation" shall mean
the Articles of Incorporation of the Carlsbad Research Center Owners Association,
which have been filed in the Office of the California Secretary of State, as the same
may be amended from time to time.
1.6 Assessments. The term "Assessment" or "Assessments" shall mean
each of the charges levied by the Board pursuant to the provisions of the Association
Management Documents for the purposes indicated below:
(a) ' "Capital Improvement Assessments" levied against each Lot in any
calendar year applicable to that year only for the purpose of
defraying, in whole or in part, the cost of any installation,
construction or replacement of a described capital Improvement
upon the Maintenance Areas, including necessary fixtures and
personal property related thereto;
SD 160075v8 4
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 9 of 55
Order: 139747 Comment:
10092
(b) "Maintenance Area Assessments" levied against each Lot for such
Lot's proportionate share of the estimated Maintenance Area
Expenses for such area for the forthcoming calendar year;
(c) "Regular Assessments" levied against each Lot for such Lot's
proportionate share of the estimated Common Expenses for the
forthcoming calendar year;
(d) "Special Assessments" levied against all Lots to cover the cost of
any action or undertaking on behalf of the Association which is not
specifically covered under any other Assessment. In the event the
Association undertakes to provide materials or services which
benefit a particular Lot, the Owner of such Lot in accepting such
materials and services agrees that the cost thereof shall also be a
Special Assessment.
1.7 Association. The term "Association" shall mean and refer to Carlsbad
Research Center Owners Association, a California Nonprofit Mutual Benefit Corporation
or any successor corporation or other organization established by the Board for the
purpose of carrying out the duties of the Association described herein. The Association
is an "Association" as defined in California Civil Code section 1351 (a).
1.8 Association Management Documents. The term "Association
Management Documents" shall mean and refer to the Articles of Incorporation, Bylaws,
this Declaration, Design Guidelines and the Association Rules, and any amendments to
any of the foregoing.
1.9 Association Rules. The term "Association Rules" shall mean rules
adopted, amended and repealed from time to time by the Board pursuant to the Article
hereof entitled "Discipline of Members."
1.10 Beneficiary. The term "Beneficiary" shall mean a mortgagee under a
mortgage as well as a beneficiary under a deed of trust.
1.11 Board. The term "Board" shall mean the Board of Directors of the
Association.
1.12 Budget. The term "Budget" shall mean an itemized written estimate of the
income and Common Expenses of the Association prepared from time to time pursuant
to the provisions of the Bylaws.
1.13 Building. The term "Building" shall mean any building constructed on an
Owner's Lot within the Subject Property.
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1.14 Bylaws. The term "Bylaws" shall mean and refer to the Association
Bylaws as amended from time to time.
1.15 Carlsbad Research Center. The term "Carlsbad Research Center" shall
mean the commercial and industrial master planned project comprising the Subject
Property.
1.16 City. The term "City" shall mean and refer to the City of Carlsbad,
California, a municipal corporation of the State of California.
1.17 Common Area. The term "Common Area" shall mean and refer to
Area IV private common areas (defined in Article 5) and any portion of the Subject
Property owned by the Association.
1.18 Common Expenses. The term "Common Expenses" shall mean and refer
to the actual and estimated costs or amounts established by the Board for:
(a) Management and administration of the Association, including, but
not limited to, compensation paid by the Association to managers,
accountants, attorneys and employees;
(b) Premiums on all insurance and fidelity bonds maintained by the
Association pursuant to the Article entitled "Insurance" in this
Declaration;
(c) Taxes paid by the Association;
(d) Expenses incurred by committees established by the Board;
(e) The cost to construct, maintain and repair the Maintenance Areas
and any necessary Improvements thereto; and
(f) Other expenses incurred by the Association for costs of any items
designated by the Association Management Documents, or in
furtherance of the purposes of the Association or in order to
discharge of any duties or powers of the Association.
1.19 Condominium Units. The term "Condominium Units" shall mean the
individual interests in a condominium project as defined in Civil Code section 1351(f).
The single larger legal parcel upon which a condominium project containing
condominium units is located shall be deemed a "Lot" for purposes of this Declaration.
1.20 Declaration or Fourth Declaration. The term "Declaration" or "Fourth
Declaration" shall mean this Fourth Amended Restated Declaration of Covenants,
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Conditions and Restrictions of Carlsbad Research Center, as it may from time to time
be amended or supplemented.
1.21 Design Guidelines. The term "Design Guidelines" shall mean and refer to
the Design Guidelines approved by the Board, as amended from time to time. Such
Design Guidelines shall not conflict with the Carlsbad Research Center Specific Plan
and City or other governmental health, safety, environmental, zoning and land-use
ordinances or regulations ("Governmental Requirements"). In the event of a conflict,
the Governmental Requirements shall be applicable unless a waiver or modification is
obtained from the appropriate governmental entity. The Design Guidelines may include
guidelines on the following:
(a) Standards for the construction, maintenance, management,
operation, repair and replacement of the Improvements located
within a Lot as well as the Maintenance Areas maintained by the
Association pursuant to the provisions of this Declaration; and
(b) Standards for the landscaping, maintenance, operation, utilities,
tra.sh pickup and disposal, gardening and other services which
generally benefit the Maintenance Areas.
1.22 Development. The term "Development" shall mean and refer to the
Subject Property.
1.23 Exhibit. The term "Exhibit" shall mean and refer to any document so
designated herein and attached hereto and each of such Exhibits is by this reference
incorporated in this Declaration.
1.24 Improvement. The term "Improvement" or "Improvements" shall include
without limitation Buildings, outbuildings, roads, driveways, parking areas, fences,
screening walls and barriers, retaining walls, stairs, decks, water lines, sewers, water
reclamation facilities, pump stations, force mains, storm drains, reservoirs (and related
facilities), telephone and all other communication facilities, including satellites, signal
arrays, or antennae, electrical and gas distribution facilities, hedges, windbreaks,
plantings, planted trees and shrubs, poles, signs, loading areas and all other structures,
construction, installations and landscaping of every type and kind, whether above or
below the land surface.
1.25 Lot. The term "Lot" shall mean a fractional part of the Subject Property as
heretofore divided and redivided by a final or parcel maps, or other lawful instrument,
recorded from time to time in the office of the Recorder of San Diego County,
California. The Lots are listed in Exhibit "B," attached hereto. Anything to the contrary
notwithstanding, the term "Lot" shall not mean or otherwise include a Condominium
Unit, an individual lot within a planned industrial development or planned unit
development constructed on any Lot, or Lot 110.
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1.26 Maintenance Area Expenses. The term "Maintenance Area Expenses"
shall mean the actual and estimated costs and expenses incurred by the Association
for the maintenance of the Maintenance Areas and may include, without limitation,
charges to cover any of the following as designated herein or as determined by the
Board from time to time:
(a) Trash pickup and disposal, gardening, landscaping, water, utilities,
tree trimming or the services provided in connection with such
Maintenance Areas;
(b) Insurance and bonds maintained specifically for the Maintenance
Areas;
(c) Reasonable reserves for Improvements within the Maintenance
Areas; and
(d) Any and all other expenses incurred by the Association pursuant to
this Declaration for any reason whatsoever in connection with any
of the foregoing Maintenance Area Expenses as to the
Maintenance Areas.
1.27 Maintenance Areas. The term "Maintenance Areas" shall mean and refer
to those portions of the Subject Property which are maintained by the Association for
natural open space, landscape, parking, mini-parks and the like, as shown on maps
kept with the Association records or as may be recorded from time to time by the
Board. Each Owner shall be responsible for payment of the Maintenance Area
Expenses allocated to that Owner's Lot as provided in Article 11 herein titled "Allocation
of Maintenance Costs And Property Taxes".
1.28 Master Association Property. The term "Master Association Property"
shall mean and refer to real property and the Improvements thereon, if any, that may be
owned or acquired by the Association for the common use and enjoyment of the
Owners and authorized Occupants of the Lots.
1.29 Member. The term "Member" shall mean and refer to every person or
entity who is a member of the Association as provided for in the Articles of
Incorporation and Bylaws.
1.30 Mortgage. The term "Mortgage" shall mean a Deed of Trust as well as
a mortgage.
1.31 Mortgagee. The term "Mortgagee" shall mean a beneficiary under, or
holder of, a Deed of Trust as well as a mortgagee under a mortgage.
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1.32 Occupant. The term "Occupant" shall mean a lessee or licensee of an
Owner, or any other person or entity (other than an Owner) in lawful possession of a
Lot, or portion thereof, with the permission of the Owner of such Lot.
1.33 Official Records. The term "Official Records" shall mean the Official
Records in the Office of the County Recorder of San Diego County.
1.34 Owner. The term "Owner" shall mean: any natural person, firm,
corporation, partnership, trust or other entity which owns a fee simple interest in any
Lot, as shown on the most recent deed for the Lot recorded in the Office of the San
Diego County Recorder, including Association, and any contract sellers under recorded
contracts of sale. "Owner" shall not include any persons or entities who hold an interest
in a Lot merely as security for performance of an obligation. For purposes of exercising
membership rights and incurring membership obligations when an Owner is a
corporation, any director, officer, employee or agent designated by corporate resolution
may exercise the membership rights attributable to the corporation. When an Owner is
a trust, the trustee may exercise the membership rights attributable to the trust unless
otherwise designated in writing by the trustee.
1.35 Planned Development. The term "Planned Development" as classified
under section 1351(k) of the California Civil Code shall mean the Subject Property
which has been divided into separately owned private Lots and Lots to be owned by the
Association.
1.36 Property Line. The term "Property Line" shall mean the perimeter
boundary of any Lot as shown on the current legal subdivision, final or parcel map
thereof.
1.37 Record-Recorded-Recordation. The terms "Record", "Recorded," or
"Recordation" shall mean, with respect to any document, the recordation of said
document in the Office of the County Recorder of San Diego County, California.
1.38 Sign. The term "Sign" shall mean any structure, device or contrivance,
electric or nonelectric, upon or within which any poster, bill, bulletin, printing, lettering
painting, device, logo or other advertising of any kind whatsoever is used, placed,
posted, tacked, nailed, pasted, or otherwise fastened or affixed.
1.39 Specific Plan. The term "Specific Plan" shall mean the Carlsbad
Research Center Specific Plan SP-180 and 180(A) approved by the City of Carlsbad as
the same may from time to time be amended.
1.40 Street or Streets. The term "Street" or "Streets" shall mean any dedicated
public street, highway, road, or thoroughfare within or adjacent to the Subject Property
and shown on any recorded-final or parcel map, record of survey, or separate grant
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whether designated thereon as a street, boulevard, place, drive, road, court, terrace,
way, lane, circle or otherwise.
1.41 Subject Property. The term "Subject Property" shall mean all of the real
property subject to this Declaration as described in Exhibit "A."
1.42 Visible From Neighboring Property. The term "Visible From Neighboring
Property" shall mean, with respect to any given Improvement on a Lot, that such
Improvement is or would be visible to a person six (6) feet tall, standing on any useable
area of any adjacent Lot at an elevation no greater than the elevation of the base of the
useable area of any adjacent Lot.
ARTICLE 2 - THE ASSOCIATION
2.1 Organization and Membership. Every Owner shall automatically upon
becoming the record Owner of a Lot be a Member of the Association and shall remain a
Member until such time as the Owner ceases to be the Owner for any reason, at which
time its membership in the Association shall automatically cease. Such membership
shall be appurtenant to and pass with the ownership of any Lot.
2.2 General Duties and Powers. Subject to the limitations and restrictions
enumerated in the Association Management Documents and those imposed by
applicable law, the Association, through the Board, shall have the duty and obligation to
manage and maintain the Subject Property pursuant to the provisions of the
Association Management Documents, and in the performance of such duties and
obligations the Association shall have all of the powers, rights, and authorities granted
by applicable law to a nonprofit, mutual benefit corporation established as an
association to manage a common interest development and as otherwise provided in
this Declaration.
2.3 Power of Attorney. In addition to any other rights, duties, obligations and
powers granted to the Association herein and by applicable law, and not in limitation of
any such rights, duties, obligations and powers, each Owner appoints the Association
as attorney-in-fact for the purpose of handling any losses or proceeds from
condemnation, destruction or liquidation of all or any part of the Master Association
Property. All such proceeds shall be retained in the general funds of the Association.
2.4 Membership. The rights, voting powers, and responsibilities of
membership in the Association are as set forth in the Bylaws.
2.5 Voting Rights. Each Lot shall be assigned a number of votes based on
each Lot's Acreage as compared to the total Acreage of all Lots in accordance with
Exhibit "B." An Owner's right to vote shall vest immediately upon the date assessments
commence upon such Owner's Lot, as provided in this Declaration. All voting rights
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shall be subject to the restrictions and limitations provided herein and in the Bylaws and
Association Rules.
2.6 Common Interest Development. Any Lot containing an approved
condominium project, planned industrial development or planned unit development
shall be assigned votes in the same manner as the other Lots. The votes assigned to a
common interest development shall be cast by the association governing the
development or any authorized agent of the association.
2.7 One Class of Membership. The Association shall have one (1) class of
members, which shall be voting memberships.
2.8 Approval of All Members. Unless otherwise specifically provided in this
Declaration, any provision of this Declaration which requires the vote or written consent
of the voting power of the Association shall be deemed satisfied by the following:
(a) The required percentage of votes needed pursuant to the
applicable section of this Declaration of all of the votes which are
entitled to be cast by the entire membership of the Association.
Said votes shall be cast at a meeting duly called and noticed
pursuant to the provisions of the Bylaws dealing with annual or
special meetings of the Members and may be cast in person or by
proxy; or
(b) Written consents signed by the required percentage of all of the
votes which are entitled to be cast by the entire membership of the
Association. Said vote by written consent shall be solicited
pursuant to the procedures provided in the Bylaws.
ARTICLE 3 - SUBJECT PROPERTY
3.1 General Declaration. The Owners hereby declare that all of the Subject
Property located in the City of Carlsbad, County of San Diego, State of California, more
particularly described in Exhibit "A," is, and shall be, conveyed, hypothecated,
encumbered, leased, occupied, built upon or otherwise used, improved or transferred in
whole or in part, subject to this Declaration. All of the covenants, conditions and
restrictions set forth herein are declared and agreed to be in furtherance of the Specific
Plan for the subdivision, improvement and sale of the Subject Property and are
established for the purpose of enhancing and protecting the value, desirability and
attractiveness of the Subject Property and every part thereof. All of said covenants,
conditions and restrictions shall run with all of the Subject Property for all purposes and
shall be binding upon and inure to the benefit of the Association and all Owners,
Occupants, and their successors in interest as set forth in this Declaration.
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ARTICLE 4 - ASSESSMENTS
4.1 Agreement to Pay. Subject to any limitations contained in the Association
Management Documents, the Association shall levy Assessments sufficient to perform
its obligations under the Association Management Documents. Each Owner is deemed
to covenant and agree to pay to the Association Assessments to be fixed, established
and collected from time to time as provided in this Declaration.
4.2 Collection and Disbursement. All funds of the Association may be
commingled so that the Association may qualify for higher yielding accounts at banking
or savings and loan institutions as long as the accounting records of the Association
reflect deposits and disbursements in a manner that will insure that the funds collected
wilt be used only for the purposes for which such funds were collected.
4.3 Maximum Assessments.
(a) The Board will not impose, amend, modify or abate any
Assessment for any act or undertaking of the Association except
upon the affirmative vote of a majority of the Board.
(b) In the event the Board shall determine that the estimate of total
charges for the current year is, or will become inadequate to meet
ail Common Expenses or Maintenance Area Expenses for any
reason, it shall then immediately determine the approximate
amount of such inadequacy, issue a supplemental estimate of such
Common Expenses or Maintenance Area Expense, and to the
extent permitted in this Section 4.3, determine the revised amount
of the Regular Assessment or Maintenance Area Assessment and
the installments thereof, if applicable, allocable to each Lot, and the
date or dates when due. In the event the amount budgeted to
meet Common Expenses or Maintenance Area Expenses for the
then current year proves to be excessive in light of the actual
Common Expenses or Maintenance Area Expenses, the Board in
its discretion may either reduce the amount of the Regular
Assessment or Maintenance Area Assessment, apply excess
amounts to succeeding years, or may abate collection thereof as it
deems appropriate.
4.4 Assessment Allocation. Regular Assessments, Capital Improvement
Assessments, Maintenance Area Assessments and Special Assessments levied
against all Lots for an act or undertaking of the Association shall be apportioned to each
Lot pursuant to the terms of Section 11 .1 of this Declaration (Allocation of Maintenance
Costs and Property Taxes).
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4.5 Certificate of Payment. The Association shall, upon demand, furnish to
any Owner liable for Assessments a certificate in writing signed by an authorized agent
of the Association or by two Members of the Board setting forth whether the
Assessments on such Owner's Lot have been paid as of the date specified in the
certificate. A reasonable charge may be collected by the Board for the issuance of
these certificates. Such certificates shall be conclusive evidence of payment of any
Assessment therein stated to have been paid in the absence of fraud or intentional
misconduct.
4.6 Exempt Property. All properties dedicated to and accepted by, or
otherwise owned or acquired by the Association shall be exempt from the Assessments
created herein.
4.7 No Offsets. All Assessments shall be payable in the amount specified by
the Assessment and no offsets against such amount shall be permitted for any reason.
4.8 Delinquency. Any Assessment provided for in this Declaration which is
not paid shall be delinquent thirty (30) days after such Assessment was due, and
Allowable Charges may be recovered if an Assessment becomes delinquent. Within
ten (10) days of the delivery of written request by an Owner, the Association shall
provide the Owner with a true statement in writing as to the amount of any unpaid
Assessments and information related to Allowable Charges which as of the date of the
statement are or may be made a lien upon such Owner's Lot. The Association may at
its option, and without waiving the right to judicially foreclose its lien against a Lot,
pursue any available remedies, including, without limitation, bringing an action at law
against the Owner personally obligated to pay the same, and/or upon compliance with
the notice provisions set forth in Section 4.10 entitled "Personal Obligation; Lien" of this
Article, to foreclose the lien against such Owner's Lot under the power of sale granted
herein. Each Owner vests in the Association, or its assigns, the right and power to
bring all actions at law or any lien foreclosure against such Owner or other Owners for
the collection of such delinquent Assessments. Anything to the contrary'
notwithstanding, nothing herein shall be deemed to defeat or render invalid the lien of
any mortgage as more fully provided in Article 17 herein.
4.9 Personal Obligation: Lien. An Assessment and any Allowable Charges
shall be a debt of the Owner of the Lot at the time the Assessment or Allowable
Charges are levied. The amount of the Assessment, plus any Allowable Charges, shall
be a lien on the affected Owner's Lot The Notice of Delinquent Assessment shall be a
lien on the Owner's Lot. The Notice of Delinquent Assessment, recorded in the Official
Records, shall state: (i) the amount of the Assessment and Allowable Charges; (ii) a
legal description of the Owner's Lot against which the Assessment and Allowable
Charges are levied; (Hi) the name of the record Owner of the Lot against which the lien
is imposed, and (iv) in order for the lien to be enforced by nonjudicial foreclosure as
hereinafter provided, the name and address of the trustee authorized by the
Association to enforce the lien by sale. The Notice of Delinquent Assessment shall be
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signed by the officers authorized for such purpose by resolution of the Board or by the
president of the Association. Upon payment of the sums specified in the Notice of
Delinquent Assessment, the Association shall cause to be recorded a further notice
stating the satisfaction and release of the lien thereof.
4.10 Foreclosure Sale. The lien created pursuant to this Article may be
enforced in any manner permitted by law, including sale by the court, sale by the
trustee designated in the Notice of Delinquent Assessment, or sale by a trustee
substituted pursuant to section 2934a of the California Civil Code. Any sale by a
trustee provided for above is to be conducted in accordance with the provisions of
section 2924 et seq. and section 1367 of the California Civil Code applicable to the
exercise of powers of sale in Mortgages and deeds of trust. Upon the affirmative vote
of a majority of the voting power of the Association, the Association, through its duly
authorized agents, shall have the power to bid on the Lot, using Association funds, or
funds borrowed for such purpose, at the sale, and to acquire and hold, lease, mortgage
and convey the same. Nothing in this Section prohibits actions against any Owner to
recover sums for which a lien is created pursuant to this Article or prohibits the
Association from taking a deed in lieu of foreclosure.
4.11 Priority of Assessment Lien. The Assessment lien referred to in
Section 4.10 shall be superior to all other liens, except (i) all taxes, bonds and
governmental assessments which, by law, would be superior thereto, and (ii) the lien or
charge of any bona fide Mortgage of record given in good faith for value.
Notwithstanding any other provision to the contrary, the following provisions shall
govern the priority and obligation for payment of the Assessment lien:
4.11.1 Only the judicial or nonjudicial foreclosure of the Mortgage shall
operate to transfer title free of the Assessment lien or obligation
for any Assessment lien, and then only as to payments which
became due prior to the date of sale, and excluding those
Assessment liens recorded prior to the recording of the
Mortgage.
4.11.2 Neither the transfer of a Lot pursuant to a foreclosure of any
Mortgage, nor an election by the Association to proceed against
any new Owner for payment, shall serve to cancel the personal
obligation of the prior Owner for payment of the delinquent
Assessments and Allowable Charges which accrued during
such Owner's period of ownership. The personal obligation of
any Owner for payment of delinquent Assessments and
Allowable Charges may only be satisfied, and therefore
discharged, by payment of the entire amount of the delinquent
Assessments and Allowable Charges accrued during such
Owner's period of ownership, whether or not such Owner
remains in possession of his or her Lot.
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4.11.3 No sale or transfer of any Lot shall relieve such Lot or its new
Owner from liability for any future Assessments which accrue
during such Owner's period of ownership.
ARTICLE 5 - REGULATION OF OPERATIONS AND USES
5.1 Permitted Uses. The Subject Property has been developed in five
phases. The land in each phase is divided into Areas I, II, III and IV. Areas I and II are
described on Exhibit A-1. Areas III and IV are described on maps kept with the
Association records or as may be recorded from time to time by the Board. Each such
area has specific permitted uses, as more fully set forth below. Such approved uses
within Areas I and II shall be performed or carried out entirely within a building that is so
designed and constructed that the enclosed operations and uses do not cause or
produce a nuisance to other Lots such as, but not limited to, vibration, sound, electro-
mechanical disturbances, electro-magnetic disturbances, radiation, air or water
pollution, dust, or emission of odorous, toxic or nontoxic matter (including steam), nor
create a potential for explosion or other hazard. Certain activities which cannot be
carried on within a building may be permitted, provided the Board specifically consents
to such activity in writing and further provided such activity is reasonably screened so
as not to be visible from neighboring property and streets. All lighting is to be shielded
so as to minimize visibility from neighboring property.
5.2 Uses Permitted in Area I. Area I is designated for certain light and
medium industrial uses, research and development uses, industrial support and service
uses, and business and professional office uses. The following uses are permitted
within Area I:
5.2.1 Uses primarily engaged in research activities, including research
laboratories, developmental laboratories, and compatible light
manufacturing such as, but not limited to, the following:
5.2.1.1 Biochemical;
5.2.1.2 Chemical;
5.2.1.3 Electronics;
5.2.1.4 Film and photography;
5.2.1.5 Medical and dental;
5.2.1.6 Metallurgy;
5.2.1.7 Pharmaceutical;
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5.2.1.8 X-ray.
5.2.2 Uses primarily engaged in manufacture, research assembly, testing
and repair of components, devices, equipment and systems, and
parts and components, involving the following items:
5.2.2.1 Coils, tubes, semi-conductors;
5.2.2.2 Communication, navigation, guidance and control
equipment;
5.2.2.3 Data processing equipment, including computer
software;
5.2.2.4 Glass edging and silvering equipment;
5.2.2.5 Graphics and art equipment;
5.2.2.6 Metering equipment;
5.2.2.7 Radio and television equipment;
5.2.2.8 Photographic equipment;
5.2.2.9 Radar, infrared, and ultraviolet equipment;
5.2.2.10 Optical devices and equipment;
5.2.2.11 Filling and labeling machinery.
5.2.3 Uses primarily engaged in manufacturing, processing, and/or
assembly of the following or similar products:
5.2.3.1 Food products;
5.2.3.2 Apparel and finish products from textile products;
5.2.3.3 Lumber and wood products;
5.2.3.4 Furniture and fixture products;
5.2.3.5 Chemical and allied products;
5.2.3.6 Plastic and rubber products;
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5.2.3.7 Stone, clay, and glass products;
5.2.3.8 Fabricated metal products;
5.2.3.9 Professional, scientific, controlling, photographic, and
optical products or equipment.
5.2.4 Uses engaged in service industries or those industries providing
service to, as opposed to the manufacture of, a specific product,
such as the repair and maintenance of appliances or component
parts, tooling, printers, testing shops, small machine shops, and
shops engaged in the repair, maintenance and servicing of such
items, but excluding automobile and truck repair and equipment
rental yards.
5.2.5 Uses involving industries engaged in the distribution and/or storage
or warehousing of products relating to the permitted uses in Area I.
5.2.6 Uses involving construction industry businesses such as general
contractors, electrical contractors, plumbing contractors, and their
accessory and incidental offices.
5.2.7 Uses engaged in blueprinting, photostatting, photo-engraving,
printing, publishing, and bookbinding.
5.2.8 Uses primarily engaged in administrative and professional offices,
but limited to: (i) offices which, are associated with any permitted
business use, or (ii) offices which do not attract nor are primarily
dependent upon business customers visiting the office. Permitted
offices include, but are not limited to, corporate offices, regional
offices, general offices, and such professional offices as
accountants, attorneys, engineers, architects, and planners.
Prohibited offices include, but are not limited to, banks and
financial institutions, medical and dental offices, employment
agencies, real estate agencies, and travel agencies.
5.2.9 Accessory uses and structures when related and incidental to a
permitted use such as, but not limited to, food preparation, food
service, eating facilities, and auditorium to serve employees.
5.2.10 Accessory uses and structures when related and incidental to a
permitted use such as, but not limited to, food preparation, food
service, and eating facilities.
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5.2.11 Restaurants, subject to the City's review and approval of a
conditional use permit.
5.3 Uses Permitted In Area II. Area II is designated for community and
regional service, commercial, travel service, industrial support, and business and
professional office uses. Commercial uses within Area II are intended to service the
needs of the employees and businesses within the Carlsbad Research Center and are
not intended to draw traffic from surrounding areas. The following uses shall be
allowed in Area II:
5.3.1 Retail commercial business oriented to the needs of people
employed within Carlsbad Research Center;
5.3.2 Commercial service businesses oriented to the needs of the
businesses and their employees located within Carlsbad
Research Center;
5.3.3 Personal service businesses;
5.3.4 Financial service businesses;
5.3.5 Blueprinting, photostatting, photo-engraving, printing,
publishing, and bookkeeping;
5.3.6 Administrative, professional, and business offices;
5.3.7 Restaurants;
5.3.8 Health or athletic club facilities;
5.3.9 Service stations;
5.3.10 Hotels and motels;
5.3.11 Theaters.
5.4 Uses Permitted in Area 111. Area III is designated for natural open space.
No construction shall be allowed within Area 111, and activities which are destructive or
detrimental to the natural terrain, plant or animal life within Area III are prohibited.
5.5 Uses Permitted in Area IV. Area IV is designated for private common
areas, including mini-parks for the use of the Owners' employees and business invitees.
Area IV shall be maintained by the Association as provided by Article 10 hereof and
shall provide persons coming onto the Subject Property with attractive landscaped
settings and, within the miniparks, passive rest and picnic locations.
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5.6 Prohibited Uses. The following operations and uses shall not be permitted
in the Carlsbad Research Center:
5.6.1 Residential use of any type;
5.6.2 Trailer courts or recreation vehicle campgrounds;
5.6.3 Junk yards or recycling facilities;
5.6.4 Drilling for and removing oil, gas or other hydrocarbon subs
substances
5.6.5 Refining of petroleum or of its products;
5.6.6 Commercial petroleum storage yards;
5.6.7 Commercial excavation of building or construction materials;
provided, that this prohibition shall not be construed to prohibit
any excavation necessary in the course of approved
construction pursuant to Article 7;
5.6.8 Distillation of bones;
5.6.9 Dumping, disposal, incineration or reduction of garbage,
sewage, offal, dead animals or other refuse;
5.6.10 Fat rendering;
5.6.1 1 Stockyard or slaughter of animal;
5.6.12 Smelting of iron, tin, zinc or any other ore or minerals;
5.6.13 Cemeteries;
5.6.14 Jail or honor farms;
5.6.1 5 Labor or migrant worker camps;
5.6.16 Truck terminals.
5.7 Nuisances. No nuisance shall be permitted to exist or operate upon any
Lot so as to be offensive or detrimental to any adjacent Lot or its occupants. A
"nuisance" shall include, but not be limited to, any of the following conditions:
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5.7.1 Any use, excluding reasonable construction activity, on the Lot
which emits dust, sweepings, dirt or cinders into the atmosphere, or
discharges liquid, solid wastes or other matter into any water
reclamation area or other waterway which, in the opinion of the
Board may adversely affect the health, safety, comfort of, or
intended use of their property by persons within the area;
5.7.2 The escape or discharge of any fumes, odors, gases, vapors,
steam, acids or other substance into the atmosphere which
discharge, in the opinion of the Board, may be detrimental to the
health, safety or welfare of any person or may interfere with the
comfort of persons within the area or which may be harmful to the
subject Property or its vegetation;
5.7.3 The radiation or discharge of intense glare or heat, or atomic,
electromagnetic, microwave, ultrasonic, laser or other radiation.
Any operation producing intense glare or heat or such other
radiation shall be performed only within an enclosed or screened
area and then only in such manner that the glare, heat or radiation
emitted will not be discernible from any point exterior to the site or
Lot upon which the operation is conducted;
5.7.4 Any vibration, noise, sound or disturbance which, in the opinion of
the Board is objectionable due to intermittence, beat, frequency,
strength, shrillness or volume.
5.8 Condition of Property. The Owner or Occupant of any Lot shall at all
times keep it (other than the portion thereof within Area IV) and the Buildings,
Improvements and appurtenances thereon in a safe, clean and sanitary condition and
comply, at its own expense, in all respects with all applicable governmental, health, fire
and safety ordinances, regulations, requirements and directives and the Owner or
Occupant shall at regular and frequent intervals remove at its own expense any rubbish
of any character whatsoever which may accumulate upon such Lot.
5.9 Maintenance and Repairs. Each Lot (other than the portion thereof within
Area IV) and all Improvements thereon, including all concrete terrace drains, shall at all
times be constructed, kept and maintained by the Owner or Occupant of the Lot in first
class condition, repair and appearance similar to the Common Areas maintained by the
Association and other owners of first class industrial and commercial parks of similar
class and construction in San Diego County. All repairs, alterations, replacements or
additions to Improvements shall be substantially equal to the original work in class and
quality. The necessity and adequacy of such repairs shall be measured by the same
standard as for the original construction and maintenance, and shall be in compliance
with the Design Guidelines which may be established by the Board from time to time.
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5.10 Refuse Collection Areas. All refuse collection areas shall be completely
screened and surrounded, except for access gates, by a constructed wall of concrete or
masonry material not less than six (6) feet in height. All such areas shall have concrete
floors and shall be sufficient in size to contain all refuse generated on each Lot, but in
no event smaller than six (6) feet by eight (8) feet. No refuse collection areas shall be
permitted between a street and the front of a Building unless no other location is
reasonably available due to the configuration of the Lot and the location of adjacent
streets.
5.11 Public Utilities. Association reserves the sole right to grant consents for
the construction and operation of public utilities including, but not limited to, street
railways, interurban or rapid transit, freight railway, poles or lines for electricity,
telephone or telegraph, above or below ground conduits, and gas pipes in and upon
any and all public streets now existing or hereafter established upon which any portion
of the Subject Property may now or hereafter front or abut. Association reserves the
exclusive right to grant consents and to petition the proper authorities for any and all
street improvement, including but not limited to grading, seeding, tree planting,
sidewalks, paving, sewer and water installation, whether it be on the surface or
subsurface and no Owner or Occupant shall enter into any contract or agreement with
any governmental agency or body or public utility with reference to the installation of
any utility service or street improvement without Association's prior written consent.
Notwithstanding the provisions of Section 7.2, Association reserves the exclusive right
to approve above ground utility lines across the Subject Property or any portion thereof
on a temporary basis for the purpose of construction, and such lines shall be permitted
when required by a government agency.
5.12 Utility Lines and Antennas. No sewer, drainage or utility lines or wires,
antennae, cable or other devices forthe communication or transmission of electric
current, power, or signals including telephone, television, cellular, digital, microwave,
radio or other signals, shall be constructed, placed or maintained anywhere in or upon
any portion of the Subject Property other than within Buildings or structures unless the
same shall be contained in conduits or cables constructed, placed or maintained
underground or concealed in or under buildings or other structures. No antenna for the
transmission or reception of telephone, television, cellular, digital, microwave, radio or
other signals shall be placed on any Building or other Improvement within the Subject
Property unless (i) such devices shall be so located that it cannot be seen from any
point at the ground level of any useable area of the Subject Property or (ii) the consent
of Association shall first be obtained. Nothing contained herein shall be deemed to
forbid the erection or use of temporary power or telephone facilities incidental to the
construction or repair of Buildings on the Subject Property.
5.13 Excavation. No excavation of the Subject Property or any Lot therein shall
be made except in connection with construction of an Improvement, and upon
completion exposed openings shall be backfilled and disturbed ground shall be graded,
leveled, and restored to its original condition.
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5.14 Noise Sensitive Use. The southerly portion of the Subject Property is
contiguous to an operating airport which may produce noise. Sound-sensitive industries
should consider locating themselves elsewhere within the Subject Property. Sound
attenuation measures should be incorporated into all Buildings constructed within the
sixty-five (65) CNEL airport noise contour boundary line.
5.15 Special Treatment Area. The northwest portion of the Subject Property is
designated in the Specific Plan to receive special design consideration which will be
more restrictive than that generally allowed throughout the remainder of the Subject
Property, The Lots affected by the special design considerations are Lots 85-87,89, 93,
94 and 96-100 of Phase V as shown on Carlsbad Tentative Map No. 85-24.
5.16 Other Operations and Uses. Operations and uses which are neither
specifically prohibited nor specifically authorized by this Declaration may be permitted in
a specific case if operational plans and specifications are submitted to and approved in
writing by the Board. Approval or disapproval of such operational plans and
specifications shall be based upon the effect of such operations or uses on other
property subject to this Declaration or upon the Occupants thereof, but shall be in the
sole discretion of the Board.
ARTICLE 6 - ARCHITECTURAL REVIEW COMMITTEE
6.1 Formation of Committee. The Board may establish an Architectural
Review Committee to assist the Board in reviewing submittals and to provide
recommendations to the Board. The Committee shall consist of not less than three (3)
nor more than five (5) individuals as fixed from time to time by the Board, for the
purpose of reviewing construction and alteration of Improvements within the Subject
Property as set forth in this Article and for the purpose of performing such other
functions as are required pursuant to this Declaration.
6.2 Selection of Committee Members.
6.2.1 Any adult natural person shall be eligible to be a member of the
Committee.
6.2.2 The members of the Committee shall be appointed by the Board
for a term of one year; provided, however, any member of the
Committee may be removed at anytime by the Board.
6.2.3 Upon the death or resignation of any Committee member, the
Board shall appoint a successor member who shall serve the
remaining term of the replaced Committee member.
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6.2.4 The Committee shall constitute a committee of the Board as
provided in the Bylaws, and members of the Committee may, but
need not be, members of the Board. The address of the
Committee shall be the address established for giving notice to the
Association. Such address shall be the place for the submittal of
plans and specifications and the place where the Design
Guidelines established by the Board shall be kept.
6.3 Rules of Procedure. The Board may adopt rules and regulations from
time to time governing the Committee's activities not inconsistent herewith. The
Committee shall meet at the convenience of the members thereof as often as
necessary to transact its business, making recommendations on the concurrence of a
majority of its members,
6.4 Conformity of Completed Improvements. Purchasers and Mortgagees of
a Lot in good faith and for value, shall be deemed to be in compliance with approved
plans and specifications and the Lot and Improvements in compliance with the Design
Guidelines, unless notice of non-completion or non-conformance specifying the reason
for the notice shall be filed on record against such Lot in the Official Records within
twelve (12) months of completion of the Improvements, provided that such notice may
by law be recorded against a Lot or unless legal proceedings shall have been instituted
to enforce compliance or completion within said twelve (12) month period. The Owner
to whom a notice of non-completion or non-compliance has been issued shall be bound
by such notice regardless of whether such notice has been filed of record in the Official
Records. Each Owner hereby is deemed to have consented to and authorized the
recordation against their Lot of such a notice of non-completion or non-compliance
executed by duly authorized officers or by the president and secretary of the
Association.
6.5 Functions of Architectural Committee.
(a) It shall be the duty of the Committee to consider and make
recommendations on proposals or plans submitted pursuant to the
terms of the Declaration and the Design Guidelines, and to perform
such other duties delegated to it by the Board.
(b) The Committee may delegate its preliminary plan review and
investigative activities to one or more members of the Committee
and may consult outside consultants or professionals. Upon such
delegation, the recommendations made by such person(s) shall be
equivalent to a recommendation by the entire Committee.
(c) The Board may, from time to time, adopt, amend and repeal
Association Rules and may assess a reasonable fee as provided
herein below as appropriate for the type and nature of the
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Improvement, in connection with the review of plans and
specifications for proposed Improvements, including without
limitation, a procedure and approval of preliminary plans and
drawings, as well as final approval, the number of sets of plans to
be submitted, and may require such detail as it deems proper,
including without limitation, floor plans, site plans, elevation
drawings, and descriptions or samples of exterior material and
colors. Unless any such rules are complied with, such plans and
specifications shall be deemed not submitted.
ARTICLE 7 - CONSTRUCTION OF IMPROVEMENTS
7.1 Approval of Plans Required. No Improvements shall be erected, placed,
altered, maintained or permitted to remain on any Lot by any Owner or Occupant until
final plans and specifications prepared pursuant to the Design Guidelines, as the same
may be modified by the Board from time to time, shall have been submitted to and
approved by the Board. Such final plans and specifications shall be submitted in
duplicate over the authorized signature of the Owner or Occupant or both of the Lot or
the authorized agent thereof. Requests for information and/or additional information
shall be reasonable and timely, in order to avoid unnecessary delay in the approval
process. Such plans and specifications must be prepared by an architect, or other
licensed professional unless this requirement is waived by the Board, and shall be in
such form and shall contain such information as may be reasonably required by the
Board, but shall in any event include the following as applicable to the Improvements in
question:
7.1.1 A site development plan of the Lot showing the nature, grading
scheme, kind, shape, composition, and location of all structures
with respect to the particular Lot (including proposed front, rear and
side setback lines), and with respect to structures on adjoining
Lots, and the number and location of all parking spaces and
driveways on the Lot;
7.1.2 AJandscaping plan for the particular Lot accurately depicting the
proposed Improvements as well as Area III and Area IV portions of
the Lot, if any;
7.1.3 A plan for the location of signs and lighting; and
7.1.4 A building elevation plan showing dimensions, materials and
exterior color scheme in no less detail than required by the
appropriate governmental authority for the issuance of a building
permit. Material changes in approved plans must be similarly
submitted to and approved by the Board.
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7.2 Basis for Approval. Approval shall be based, among other things, upon
adequacy of its dimensions, adequacy of structural design, conformity and harmony of
external design with neighboring structures, effect of location and use of proposed
improvements upon neighboring Lots, proper facing of main elevation with respect to
nearby streets, adequacy of screening of mechanical, air conditioning or other rooftop
installations, and conformity of the plans and specifications to the purpose and intent of
this Declaration and the Design Guidelines. No plans will be approved which do not
provide for the underground installation of power, electrical, telephone and other utility
lines from the Property Line to Buildings and the complete visual screening of all
exterior transformer and terminal equipment. Except as otherwise provided in this
Declaration, the Board shall have the right to disapprove any plans and specifications
submitted hereunder on any reasonable grounds, including, but not limited to, the
following:
7.2.1 Failure to comply with any of the restrictions set forth in this
Declaration;
7.2.2 Failure to include information in such plans and specifications as
may have been reasonably requested by the Committee and
Board;
7.2.3 Objection to the exterior design, the appearance of materials or
materials employed in any proposed structure;
7.2.4 Objection on the ground of incompatibility of any proposed
structure or use with existing structures or uses upon other property
in the vicinity of the Subject Property;
7.2.5 Objection to the location of any proposed structure with reference
to other property in the vicinity;
7.2.6 Objection to the grading or landscaping plan for any Lot;
7.2.7 Objection to the color scheme, finish, proportions, style or
architecture, height, bulk or appropriateness of any structure;
7.2.8 Objection to the number or size of parking spaces, or to the design
of the parking area;
7.2.9 Any other matter which, in the judgment of the Board, would render
the proposed Improvements or use inharmonious with the general
plan for improvement of the Subject Property, the Design
Guidelines which the Board may promulgate from time to time, or
with the quality of Improvements located upon other Lots in the
vicinity.
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7.2.10 The Board may condition its approval of plans and specifications
for any Improvement on such changes therein as it deems
appropriate such as, and without limitation, the approval of such
Improvement by a holder of an easement which may be impaired
thereby or upon approval of any such Improvement by the
appropriate governmental entity. Any Board approval conditioned
upon the approval by a governmental entity shall not imply the
Association is enforcing any government codes or regulations, nor
shall the failure to make such conditional approval imply that any
such governmental entity approval is not required.
7.3 Review Fee: An architectural review fee shall be paid to the Association
at such time as plans and specifications are submitted to it based upon the following:
7.3.1 The Board shall adopt a schedule of review fees which shall
establish specific rates for reviews conducted by the Board. The
schedule of review fees shall take into consideration the complexity
of the review, and such other matters as the Board deems
appropriate; provided, however, the fees shall be based upon the
actual costs the Association typically incurs for similar reviews.
7.3.2 The schedule of review fees may be modified from time to time by
the Board.
7.4 Result of Inaction. If the Board fails either to approve or disapprove plans
and specifications submitted to it for approval within thirty (30) days after the same have
been submitted, the Owner may notify the Board in writing that a response has not
been received. If the Board fails to respond within thirty (30) days of receipt of this
notice from the Owner, it shall be conclusively presumed that the Board has approved
said plans and specifications; provided, however, that if within the thirty (30) day period
after receipt of the notice, the Board gives written notice of the fact that more time is
required for the review of such plans and specifications, there shall be no presumption
that the same are approved until the expiration of such reasonable period of time as is
set forth in the notice. Plans and specifications shall not be deemed to be submitted
until all information required by the Board has been delivered to it.
7.5 Association Retention of Approved Plans. The Board may approve plans
and specifications as submitted, or as altered or amended, or it may grant its approval
to the same subject to specific conditions. Upon approval or conditional approval by
the Board of any plans and specifications submitted, a copy of such plans and
specifications, together with any conditions, shall be deposited for permanent record
with the Association, and a copy of such plans and specifications, bearing such
approval together with any conditions shall be returned to the applicant submitting the
same.
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7.6 Proceeding With Work. Upon receipt of approval from the Board
pursuant to Section 7.5, the Owner, or Occupant, or both, to whom the same is given,
shall, as soon as practicable, satisfy any and all conditions of such approval and shall
diligently proceed with the commencement and completion of all approved excavation,
construction, refinishing, and alterations. In all cases, work shall commence within one
(1) year from the date the Owner receives approval from the Board, and if work is not
so commenced, approval shall be deemed revoked unless the Board, pursuant to
written request made and received prior to the expiration of said one (1) year period,
extends the period of time within which work must be commenced.
7.7 Completion of Work. Any Improvement commenced pursuant hereto shall
be completed within one (1) year from the date of the Board's approval of the plans and
specifications therefor, except for so long as such completion is rendered impossible, or
unless work upon the proposed Improvements would impose a great hardship upon the
Owner or Occupant to whom the Board's approval is given, due to strike, fire, national
emergency, natural disaster or other supervening force beyond the control of Owner or
Occupant. The Board may, upon written request made and received prior to the
expiration of the one (1) year period, extend the period of time within which the work
must be completed. All work shall be accomplished (i) by licensed contractors or
subcontractors, (ii) in substantial compliance with the approved plans and
specifications, (Hi) pursuant to lawfully required permits, all of which the Owner shall
timely procure and (iv) after all governmental fees required for the work have been
paid. Failure to comply with this Section 7.7 shall constitute a breach of this Declaration
and subject the party in breach to the enforcement procedures set forth in Article 13.
7.8 Non-Liability for Approval. Plans and specifications are not approved for
(a) engineering design, (b) compliance with governmental requirements, including
zoning and building ordinances, and other applicable statutes, ordinances or
governmental rules or regulations, (c) compliance with the requirements of any public
utility, or (d) any easements or other private agreements. The Committee, the
members thereof, the Association, the Owners, the Board, and the agents, employees,
attorneys or consultants of any of the foregoing shall not be liable for any damage, loss
or prejudice suffered or claimed by any person on account of:
7.8.1 The approval or disapproval of any plans, drawings and
specifications, whether or not in any way defective;
7.8.2 The construction of any Improvement, or performance of any work,
whether or not pursuant to approved plans, drawings and
specifications; or
7.8.3 The development of any Lot within the Subject Property.
7.9 Construction Without Approval. Except as set forth in Section 6.4, if any
Improvement shall be erected, placed or maintained upon any Lot, or the exterior
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design thereof, or any new use commenced upon any Lot, other than in accordance
with the approval by the Board pursuant to the provisions of this Article 7, such
alteration, erection, placement, maintenance or use shall be deemed to have been
undertaken in violation of this Declaration, and upon written notice from the Board, any
such Improvement so altered, erected, placed, maintained or used upon any Lot in
violation of this Declaration, and such use, shall cease or be amended so as to conform
to this Declaration. Should such removal or alteration, or cessation or amendment of
use not be accomplished within thirty (30) days after receipt of such notice, then the
party in breach of this Declaration shall be subject to the enforcement procedures set
forth in Article 13.
7.10 Maintenance and Repairs. Subject to the obligations of the Association
with respect to the Common Area as provided in this Declaration, each Lot and all
Improvements thereon (including any loading docks) shall at all times be kept and
maintained by their respective Owners in first class condition, repair and appearance.
All repairs, alterations, replacements and/or additions to Improvements in the
Development shall be at least equal to the original work and class and quality. The
necessity and adequacy of repairs shall be measured by the same standard as for the
original construction and maintenance.
Each Owner of a Lot in the Subject Property shall also be responsible at
all times for determining that all Improvements on the Lot, and the plans and
specifications therefor, conform and comply in all respects with these restrictions, all
other restrictions of record, all applicable governmental requirements, and all exterior
architectural design, location and color specification set forth in or adopted under this
Declaration. Each Owner of a Lot in the Subject Property shall also adopt and maintain
such standards of property maintenance, appearance and housekeeping as shall be
necessary or appropriate to keep and maintain the same in a first class condition, repair
and appearance.
7.10.1 The Board and its authorized representatives may, from time to
time, upon reasonable notice (oral or written) and at any
reasonable business hours, enter upon and inspect any Lot in
the Development, or any portion thereof, or improvements
thereon, to ascertain compliance with these restrictions, but
without obligation to do so or liability therefor. Any such
inspection must be conducted in such a manner so as not to
interfere with the business being conducted on the Lot and any
deficiencies noted by the Board and/or its authorized
representatives shall be stated in writing and delivered to the
Owner of the Lot in question. Upon such written notice from the
Board, the deficiencies noted shall be corrected as indicated in
said notice. Should such deficiencies not be corrected within
thirty (30) days after receipt of said notice, then the party in
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breach of this Declaration shall be subject to the enforcement
procedures set forth in Article 13.
7.11 Reconsideration. In the event plans and specifications submitted to the
Board are disapproved, the party or parties making such submission may appeal in
writing to the Board for a reconsideration of the plans. The written request shall be
received by the Board not more than fifteen (15) days following the final decision of the
Board. Within forty-five (45) days following receipt of the request for reconsideration,
the Board shall schedule a hearing and render its written decision. The failure of the
Board to render a decision within said forty-five (45) day period shall be deemed a
decision in favor of the Owner requesting reconsideration.
7.12 Evidence of Approval. If for any reason the Board fails to cause an
inspection to be made within forty-five (45) days of being notified by the Owner of the
completion of an Improvement or fails to notify the Owner of any noncompliance within
thirty (30) days after an inspection, the Improvement shall be deemed to be completed
in substantial conformance with approved plans and specifications. Upon satisfactory
completion, an Owner shall be entitled to receive an executed and notarized notice of
compliance upon request, executed by any person or persons authorized by resolution
of the Board or by the president and secretary of the Association. Such notice of
compliance shali be conclusive evidence of compliance with the provisions of this
Article as to the Improvements described in the notice.
7.13 Variances. The Board may authorize a variance from compliance with the
architectural controls set forth in this Article or the Design Guidelines when hardship
circumstances such as topography, natural obstructions, aesthetic, or environmental
consideration may require. Written evidence of such variance must be delivered to
such Owner and a copy of the resolution of the Board authorizing such variance must
be retained in the permanent records of the Association. If such variances are granted,
no violation of the covenants, conditions and restrictions contained in this Declaration
shall be deemed to have occurred with respect to the matter for which the variance was
granted. The granting of such a variance shall not operate to waive any of the terms
and provisions of this Declaration for any purpose except as to the particular Lot and
particular provision of this Article covered by the variance nor shall it affect in any way
the Owner's obligation to comply with all government requirements affecting their use of
their Lot including, but not limited to, zoning ordinances and tot setback lines or
requirements imposed by any governmental or municipal authority.
ARTICLE 8 - INSURANCE
8.1 Obligation to Insure. The Association shall obtain and maintain in effect
insurance and fidelity bond coverage in the amounts and with endorsements deemed
adequate by the Board for (i) general liability, (ii) fire and casualty insurance to cover
the Common Area and any insurable improvements belonging to the Association
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including common personal property and supplies, (iii) fidelity bonds to cover losses
resulting from dishonest or fraudulent acts on the part of anyone who handles or is
responsible for funds held or administered by the Association, (iv) worker's
compensation insurance, (v) directors and officers liability coverage, and (vi) any other
insurance deemed by the Board to be appropriate.
8.2 Waiver by Owners. All insurance obtained by the Association shall be
maintained by the Association for the benefit of the Association, the Board, Committee,
Owners and the Mortgagees as their interests may appear. As to each of said policies
which will not be voided or impaired thereby, the Owners hereby waive and release all
claims against the Association, the Board, other Owners, and agents and employees of
each of the foregoing, with respect to any loss covered by such insurance, whether or
not caused by negligence or breach of any agreement by said persons, but only to the
extent of insurance proceeds actually received in compensation for such loss.
ARTICLE 9 - DEVELOPMENT STANDARDS
9.1 Minimum Setback. Except by variance granted pursuant to Section 7.13,
no Building of any kind and no part thereof, shall be placed within thirty (30) feet of any
street side Property Line adjacent to an arterial or collector street, or within twenty (20)
feet of any street side Property Line adjacent to a local street, or within ten (10) feet of
any interior Property Line.
9.2 Exceptions to Setback Requirement. The following Improvements, or
parts of Improvements, are specifically excluded from the setback requirements set
forth in Section 9.1.
9.2.1 Unsupported roof overhang or sun screen, subject to approval in
writing from the Board, provided said overhang or sun screen does
not extend more than six (6) feet into the setback area;
9.2.2 Steps and walkways;
9.2.3 Paving and associated curbing except that vehicle parking areas
shall not be permitted within thirty (30) feet of a Property Line
fronting upon any special landscaped street, or within ten (10) feet
of any other street;
9.2.4 Landscaping and irrigation systems;
9.2.5 Planters, architectural fences or walls not exceeding forty-two (42)
inches in height; and
9.2.6 Underground utility facilities and sewers.
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9.3 Landscaping. Within ninety (90) days following completion of
construction, or by the date each Improvement is occupied, whichever first occurs, each
Lot (except that portion thereof within Area III or Area IV) shall be landscaped by the
Owner thereof in accordance with the approved plans and specifications and in
conformity with the Design Guidelines. After completion, such landscaping shall be
maintained by said Owner in a sightly and well-kept first class condition. If, in the
Board's reasonable opinion, the required landscaping is not maintained in a sightly and
well-kept first class condition, the Board shall be entitled to the remedies set forth in
Article 13.
9.4 Signs. No sign shall be permitted on any Lot unless approved by the
Board or unless allowed by the Design Guidelines. All signs must comply with the
Specific Plan and the Design Guidelines. All signs must comply with the City's Sign
Ordinance and receive a sign permit prior to construction.
9.5 Parking Areas. Off-street parking adequate to accommodate the parking
needs of the Owner or Occupant, and the employees and visitors thereof, shall be
provided by the Owner or Occupant of each Lot. The intent of this provision is to
eliminate the need for any on-street parking; provided, however, that nothing herein
shall be deemed to prohibit on-street parking of public transportation vehicles. Vans or
other vehicles operated by or on behalf of an Owner or Occupant for transporting
employees of an Owner or Occupant are not "public transportation vehicles." If parking
requirements increase as a result of a change in the use of a Lot or in the number of
persons employed by the Owner or Occupant, additional off-street parking shall be
provided by such Owner or Occupant to satisfy the intent of this section. All parking
areas shall conform to the following standards:
9.5.1 All parking shall be provided in conformance with the City's Parking
Ordinance. Required off-street parking shall be provided on the
Lot, on a contiguous Lot, or within such distance from the Lot as
the Board deems reasonable.
9.5.2 Parking areas shall be paved so as to provide dust-free, all-weather
surfaces. Each parking space provided shall be designated by
lines painted upon the paved surface and shall be adequate in
area. Alt parking areas shall provide, in addition to parking spaces,
adequate driveways and space for the movement of vehicles.
9.5.3 No parking spaces shall be located on or permitted within setback
areas adjacent to a street as set forth in Section 9.1, except that
parking spaces may be located on or parking permitted within such
area if the Board's written permission is first obtained.
9.6 Storage and Loading Areas. All storage, maintenance and loading areas
must be constructed and used in accordance with plans approved by the Board. All
SD 160075v8 31
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Order: 139747 Comment:
10119
storage, maintenance and loading areas must be kept clean and in good condition and
repair.
9.7 Site Coverage. The maximum Building coverage on any Lot shall not
exceed fifty percent (50%) of the total square footage of the useable area of the Lot;
provided, however, that the Association may amend this Section 9.7 from time to time
to allow greater maximum Building coverage if each such amendment is approved by
the City of Carlsbad and any other governmental entity having jurisdiction.
9.8 Building Height. The maximum height of ail structures within the Subject
Property shall be thirty-five (35) feet. Some Lots, however, may be appropriate for taller
Buildings. Any structure proposed to exceed thirty-five (35) feet will require the written
approval of the Board, if otherwise allowed by the Specific Plan and by the applicable
ordinances of the City of Carlsbad.
ARTICLE 10 - MAINTENANCE OF COMMON AREAS AND FACILITIES
10.1 Association's Maintenance Responsibility. The Association shall maintain
the Common Area. Such maintenance and repair shall include, without limitation:
10.1.1 Cleaning, maintenance and relamping of any external lighting
fixtures except such fixtures which are the property of any
Owner, utility or governmental body;
10.1.2 Performance of necessary maintenance of all landscaping as
required within Area IV including the trimming, watering and
. fertilization of all grass, ground cover, shrubs and trees, removal
of dead or waste material and replacement of any dead or
diseased grass, ground coyer, shrubs or trees;
10.1.3 the removal of trash and rubbish; provided, however, the
Association's obligation for removal of trash and rubbish shall
extend only to the Common Area, provided, further, the
Association shall have no responsibility for the removal of
hazardous substances from Area IV unless the Association, its
agents or contractors caused the release of such substances.
10.1.4 The cleaning, maintenance and repair of all concrete terrace
drains within the Common Areas or contiguous to streets within
the Subject Property which are not otherwise located upon a Lot
and thereby the responsibility of an Owner or Occupant
pursuant to Section 5.9;
SO 160075v8 32
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10120
10.1.5 Maintenance of general public liability insurance for the benefit
of the Association, Board and Committee and all Owners and
Occupants against claims for bodily injury, death or property
damage occurring on, in or about the Common Area, but not
within any Lot (outside of Area IV) or the Improvements thereon
or within any Building located on a Lot or within any other area
within the exclusive control of any Owner or Occupant, such
insurance to afford protection with respect to bodily injury or
death to any one person, with respect to any one accident, and
with respect to property damage, with such deductible
amounts) as the Board in its sole judgment deems reasonable.
All coverage amounts under this Section 10.1.6 shall be
substantially similar to those coverage amounts maintained by
other associations for comparable business parks within the
San Diego County area. The Board shall have the right, but not
the obligation, to increase from time to time any of the
coverages set forth above. Any adverse award paid as a result
of any deductible provision shall be allocated among Owners in
the manner set forth in Paragraph 11.1 below.
10.2 Owner's Maintenance Responsibility. Each Owner of a Lot shall be
responsible for the maintenance of its Lot and the improvements constructed thereon,
including the maintenance or repair of any utility lines which service said Owner's Lot
and/or Improvements.
10.3 Maintenance By Owners Upon Failure of Association to Do So. Should
the Association be unwilling or unable to assume such obligation, or after initially
assuming such obligation shall thereafter be unable or unwilling to continue such
obligation, then the obligation to maintain the Common Areas and facilities shall be
assigned and delegated to the Owners of the Lots within the Subject Property pro rata
in accordance with their ownership interests.
10.4 Association Management Company. Nothing in this Article or in this
Declaration shall preclude or be interpreted as precluding the Association from retaining
a "managing agent" within the meaning of section 1363.1 of the California Civil Code,
as it may be amended or replaced from time to time. In the event the Association so
retains such a "managing agent", then the "managing agent" and the Association shall
make all arrangements necessary or proper to ensure that funds accepted or received
by the "managing agent" and belonging to the Association are deposited and handled in
compliance with section 1363.2 of the California Civil Code, as it may be amended or
replaced from time to time.
10.5 Easements for Association. There is hereby reserved to the Association,
easements over the Subject Property for the purpose of permitting the Association to
discharge its obligations and powers as described In the Association Management
SD160075V6 33
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Order: 139747 Comment:
10121
Documents, including without limitation, a right to enter upon any Lot as necessary to
discharge the Association's powers and obligations under the Association Management
Documents, which include the construction, maintenance, or emergency repair for the
benefit of the Owners. Entry for any other allowable purpose shall be made at any
reasonable time, after notice to the Owner of not less than three (3) days. Any entry
shall be made with as little inconvenience to the Owners as practicable.
10.6 Utilities. Wherever sanitary sewer connections, water connections, air
conditioning connections or ducts, electricity, gas, telephone and cable television lines
or drainage facilities are installed within the Subject Property, the Association or any
Owner of any Lot served by said connections, lines or facilities shall have the right, and
there is hereby reserved to Association, together with the right to grant and transfer the
same to any such Owner, an easement to the full extent necessary for the full use and
enjoyment of such portion of such connections which service such Owner's Lot, and to
enter, or have utility companies enter upon any portion of the Subject Property including
without limitation, upon the Lot in or upon which said connections, lines or facilities or
any portion thereof lie, to repair, replace and generally maintain said connections, lines
and facilities as and when the same may be necessary, provided that any damage
caused by such entry shall be repaired by such Owner or utility company as promptly as
possible after completion of work thereon.
ARTICLE 11 -ALLOCATION OF MAINTENANCE COSTS AND PROPERTY TAXES
11.1 Allocation of Cost of Maintaining Area IV and Taxes. Any cost of
maintaining Area IV incurred as a result of the actions of a particular Owner or
Occupant shall be chargeable to and paid by said Lot Owner promptly upon receipt of a
written demand therefor from Association. Except as provided in the foregoing
sentence, the cost of maintaining Area IV shall be allocated among the Owners of Lots
within the Subject Property. Each Owner's share of cost Of maintaining Area IV shall be
allocated according to the Acreage as set forth in Exhibit "B." So long as Association
owns any Master Association Property, the real property taxes, if any, assessed to such
Master Association Property shall be likewise allocated among the Owners.
11.2 Computation of Maintenance Costs. All of the costs incurred by
Association to perform its obligations set forth in Section 10.1 hereof shall include all of
the Association's actual out-of-pocket expenses to perform such services, the cost of
administration thereof, including the cost of accounting for the computation and
collection of maintenance costs and real property taxes, reserves, a reasonable reserve
for delinquent accounts, if necessary, all of such costs to be determined in accordance
with generally accepted accounting principles consistently applied.
11.3 Assessment of Costs. All estimated costs and expenses of maintenance
shall be assessed in advance by Association and billed to each Owner not less
frequently than once each calendar quarter. Such Assessment shall be paid by each
SO 160075V8 34
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Order: 139747 Comment:
."*»%
10122
Owner promptly upon receipt thereof. The amount, if any, by which any Assessments
received in advance from any Owner exceed such Owner's actual share of
maintenance expenses for a billing period shall be credited against the estimated costs
and expenses for the ensuing billing period.
ARTICLE 12 - MODIFICATION AND AMENDMENT
12.1 Procedure. Except as otherwise provided in Section 12.2, this
Declaration, any provision hereof, or any covenant, condition or restriction contained
herein, may be terminated, extended, modified or otherwise amended, as to the whole
of the Subject Property or any portion thereof, with the written consent of the Owners of
Lots the aggregate area of which is at least fifty-one percent (51%) of the aggregate
area of all Lots as set forth in Exhibit "B." No such termination, extension, modification
or other amendment shall be effective until a proper instrument in writing has been
executed, acknowledged and recorded.
12.2 Approval by the City of Carlsbad. Any amendment or modification to this
Declaration affecting the maintenance obligations of the Association, or any Owner or
which seeks to dissolve the Association or otherwise materially modify any of the
obligations or duties imposed or required by the Specific Plan and Carlsbad Tracts 81-
10 and 85-24 shall require the prior written approval of the City's Planning Director and
City Attorney of the City of Carlsbad. •
12.3 Governmental Regulation. All valid governmental enactments,
ordinances and regulations are deemed to be a part of this Declaration and to the
extent that they conflict with any provision, covenant, condition or restriction hereof,
said conflicting governmental requirement shall control and the provision, covenant,
condition or restriction hereof in conflict therewith shall be deemed (i) amended to the
extent necessary to bring it into conformity with said enactment, ordinance or regulation
while still preserving the intent and spirit of the provision, covenant, condition or
restriction or (ii) stricken herefrom should no amendment conforming to the
governmental enactment, ordinance or regulation be capable of preserving the intent
and spirit of said provision, covenant, condition or restriction.
ARTICLE 13 - ENFORCEMENT
13.1 Default and Remedies. In the event of any breach, violation or failure to
perform or satisfy any covenant, condition or restriction which has not been cured within
thirty (30) days after written notice to do so, Association at its sole option and discretion
may enforce any one or more of the following remedies or any other rights or remedies
to which Association may be entitled by law or equity, whether or not set forth herein.
All remedies provided herein or by law or equity shall be cumulative and not mutually
exclusive.
SD160075V8 35
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Order: 139747 Comment:
10123
13.2 Damages. Association may bring suit for damages for any compensate
breach of or noncompliance with any of the covenants, conditions or restrictions, or
declaratory relief to determine the enforceability of any of these covenants, conditions
or restrictions.
13.3 Equity. It is recognized that a violation by an Owner of one or more of the
foregoing covenants, conditions or restrictions may cause Association to suffer material
injury or damage not compensable in money and that Association shall be entitled to
bring an action in equity or otherwise for specific performance to^enforce compliance
with these covenants, conditions, and restriction or an injunction to enjoin the
continuance of any such breach or violation thereof.
13.4 Abatement and Lien Rights. Any such breach or violation of these
covenants, conditions and restrictions or any provision hereof is hereby declared to be
a nuisance, and Association shall be entitled to enter the Lot or portion of the Subject
Property as to which the breach or violation exists and summarily abate and remove,
without further legal process to the maximum extent permitted by law, any structure,
thing or condition that may exist in violation of any of these restrictions, or take those
actions which are required of any person or entity which is subject to this Declaration, or
to prosecute any remedy allowed by law or equity for the abatement of such nuisance
against any person or entity acting or failing to act in violation of these restrictions, all at
the sole cost and expense of Owner or any person having possession under Owner.
13.5 Waiver. No waiver by Association of a breach of any of these restrictions
and no delay or failure to enforce any of these restrictions shall be construed or held to
be a waiver of any succeeding or preceding breach of the same or any other of these
covenants, conditions and restrictions. No waiver by Association of any breach or
default hereunder shall be implied from any omission by Association to take any action
on account of such breach or default if such breach or default persists or is repeated,
and no express waiver shall affect a breach or default other than as specified in said
waiver. The consent or approval by Association to or of any act by an Owner requiring
Association's consent or approval shall not be deemed to waive or render unnecessary
Association's consent or approval to or of any similar acts by Owner.
13.6 Costs of Enforcement. In the event any legal or equitable action or
proceeding shall be instituted to enforce any provision of these restrictions or
concerning the enforcement of these restrictions, the party prevailing in such action
shall be entitled to recover from the losing party all of its costs, including court costs and
reasonable attorneys' fees.
13.7 Nonexclusive Rights of Enforcement. The rights of enforcement granted to
Association are nonexclusive. Concurrently, each Owner and the Association, its
successors and assigns, are hereby granted all of the rights of enforcement and the
remedies provided to Association by this Article 13. Any such Owner may seek
SO 160075v8 36
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 41 of 55
Order: 139747 Comment:
. v... • • ,^
10124
enforcement of all remedies in accordance with the provisions of this article
independently of Association.
13.8 Enforcement by the Citv of Carlsbad. The City of Carlsbad may
independently enforce those portions of the Declaration which directly relate to the
conditions, duties or obligations required or imposed by the Specific Plan and Carlsbad
Tracts 81-10 and 85-24. In the event the City elects to seek enforcement, or in the
event of a breach of any duty or interference with any of the rights or benefits herein
established the City Manager may give written notice of such breach or interference to
the Association together with a written demand to remedy the breach or interference by
enforcing the Declaration. If the Association refuses to do so, or fails to take
appropriate action within ninety (90) days of the receipt of said written notice, upon a
resolution of the City Council of said City, the City shall have the full power to enforce
the Declaration, including without limitation the power to assess, to lien, and to
foreclose, in respect to the matters set forth in the notice. Any funds collected by the
City shall be applied, after deducting expenses of enforcement, to correct the breach or
interference, and any excess funds shall be applied for the benefit of the Association for
the reimbursement of any expenses incurred.
ARTICLE 14 - CONSTRUCTIVE NOTICE AND ACCEPTANCE
Every person or entity who now or hereafter owns, occupies or acquires any
right, title or interest in or to any portion of the Subject Property is and shall be
conclusively deemed to have consented and agreed to every covenant, condition and
restriction contained herein, whether or not any reference to this Declaration is
contained in the instrument by which such person acquired an interest in the Subject
Property.
ARTICLE 15-WAIVER
No Board member, Committee member, or any Owner who acts without
compensation under the direction of the Board or the Committee (individually
"Association Representative") shall be liable to any Owner or Occupant of any Lot by
reason of any mistake in judgment, negligence, nonfeasance, action or inaction or for
the enforcement or failure to enforce any provision of this Declaration. Every Owner or
Occupant of any of said property by acquiring its interest therein agrees that it will not
bring any action or suit against any Association Representative to recover any such
damages or to seek equitable relief because of same. Anything to the contrary
notwithstanding, nothing in this Article 15 is intended to relieve the Association from any
liability it may have for any mistake in judgment, negligence, nonfeasance, action or
inaction or for the enforcement or failure to enforce any provision of this Declaration.
SD 160075v8 37
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Order: 139747 Comment:
10125
ARTICLE 16 - RUNS WITH LAND
All covenants, conditions, restrictions and agreements herein contained are
made for the direct, mutual and reciprocal benefit of each and every Lot of the Subject
Property; shall create mutual equitable servitudes upon each Lot in favor of every other
Lot; shall create reciprocal rights and obligations between respective Owners and
Occupants on all Lots and privity of contract and estate between all Owners of said
Lots, their heirs, successors and assigns; and shall, as to the Owner and Occupant of
each Lot, his heirs, successors and assigns, operate as covenants running with the
land, for the benefit of all other Lots, except as provided otherwise herein.
ARTICLE 17 - RIGHTS OF MORTGAGEES
No breach or violation of these covenants, conditions and restrictions shall
defeat or render invalid the lien of any Mortgage, deed of trust or similar instrument
securing a loan made in good faith and for value with respect to the Development or
permanent financing of any Lot or portion thereof; provided that all of these restrictions
shall be binding upon and effective against any subsequent Owner of the Lot or any
portion thereof whose title is acquired by foreclosure, trustee's sale, deed in lieu of
foreclosure or otherwise pursuant to such lien rights.
ARTICLE 18-CAPTIONS
The captions of articles and paragraphs herein are used for convenience only
and are not intended to be a part of this Declaration or in any way to define, limit or
describe the scope and intent of the particular article or paragraph to which they refer.
ARTICLE 19 - EFFECT OF INVALIDATION
If any provision of this Declaration is held to be invalid by any court, the invalidity
of such provision shall not affect the validity of the remaining provisions hereof.
SD160075v8 - 38
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Order: 139747 Comment:
10126
ARTICLE 20 - COMPLIANCE WITH LAW, INDEMNITY
Each Owner and Occupant, by acceptance of title or possession to any Lot,
covenants that it shall comply with all governmental laws and regulations affecting the
ownership, use arid activities upon the Subject Property and shall indemnify and hold
harmless the Association and its Board, and the Committee, from any and all liability,
including without limitation attorneys' fees and litigation expense, arising from or out of
a breach of the foregoing covenant.
Carlsbad Research Center Owners Association
a California Nonprofit Mutual Benefit Corporation
Dated:n
Dated:
By:
Its:
SD160075v8 39
Description: San Diego.CA Document-Year.DocID 2001.671492 Page: 44 of 55
Order: 139747 Comment:
10127
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
<*a^^<*kx*gs*3efc^^
State of California
County of
ss.-i
On
Date
. before me,
personally appeared
Name and Ti»s of Oflfcer <«.fl.. Vani Doe, Noteiy Public")
ROBIN HEATH GULP
Commission # 1304934
Notary Public - California
San Diego County
MyCornm. Expires May 18, j3,2005*
"•-W-4
Name(s> of Signals)
D personally known to me
D'p'roved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Place Noury Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document"
~
Q-e.£
Documenl Date:.30 ,. Number of Pages:.
Signer(s) Other Than Named Above:.
Capacity(ies) Claimed by Signer
Signer's Name: 'RIGHTTHUM8PRINTIOF SIGNERu inaivtauai * /
n-eSrporate Officer — Title(s): *=>^-^/tf "feZ*^
Q Partner — D Limited D General ^
D Attorney in Fact
D Trustee
D Guardian or Conservator
D Other:
, ^ .- f^f /Co-signer Is Representing: ^
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1
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 45 of 55
Order: 139747 Comment:
10128
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
K%*^@s^es^.<36c»^^^
State of California
County of 1ss.
Date
personally appeared
.. before me,
Name and Titte ot Officer (e.g.. vane Doe, Notary
H\&\r JC O'tnri\6
ROBIN HEATH CUL
Commission * 1304934 «
Notary Public -CalFfomi* |
San Diego County ' f
MyComm. Btptna«M»y 18.2005 9,
•""'*.••••4
Name(s) of Signers)
D personally known to me
QkpToved to me on the basis of satisfactory
evidence
to be the person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Place Notary Seal Above Signature ot Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document-
,- ,&•££.
Document Date:t -J6? ,Number of Pages:
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer
Signer's Name: rYlfrrV- j3
D Individual
CfCorporate Officer — Title(s):
D Partner — D Limited D General
D Attorney in Fact
D Trustee
D Guardian or Conservator
O Other:
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RIGHT THUMBPR1HT
OF SIGNER
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01999 National KHary tesodation • 9350 Oe So»/W8., P.O. Box M02 -Chatswonh. CA 91S13-2402 •rial. No. 5307 Reordsr CallToll.FrM
Description: San Diego,CA Document-Year.DocID2001 671492 Page- 46 of 55
Order 139747 Comment:
10129
EXHIBIT "A" - PROJECT LEGAL DESCRIPTION
Parcel 1 (Phase I)
Lots 1 through 24, inclusive, of Carlsbad Tract No. 81-10, Unit No. 1, in the City
of Carlsbad, County of San Diego, State of California, according to Map thereof
No. 10330, filed in the office of the County Recorder of said county on February 18,
1982.
Parcel 2 (Phase II)
Lots 26,27 and 29 through 43, inclusive, of Carlsbad Tract No. 81-10, Unit
No. 2A, in the City of Carlsbad, County of San Diego, State of California, according to
Map thereof No. 11134, filed in the office of the County Recorder of said county on
January 31,1985,
Parcel 1 (Phase III)
Lots 44 through 49, inclusive, of Carlsbad Tract No. 85-24, Unit No. 3, in the City
of Carlsbad, County of San Diego, State of California, according to Map thereof
No. 11810, filed in the office of the County Recorder of San Diego, May 19,1987.
Parcel 2 (Phase IV) .
Lots 50 through 75, inclusive, of Carlsbad Tract No. 85-24, Unit No. 4, in the City
of Carlsbad, County of San Diego, State of California, according to Map thereof
No. 11811, filed in the office of the County Recorder of San Diego, May 19,1987.
Parcel 3 (Phase V)
Lots 76 through 110, inclusive, of Carlsbad Tract No. 85-24, Unit No. 5, in the
City of Carlsbad, County of San Diego, State of California, according to Map thereof
No. 12815, filed in the office of the County Recorder of San Diego, May 17,1991.
Including any Lots or parcels into which the foregoing Lots have been divided,
and any boundary adjustments thereto effected, prior to the date of recording hereof.
SD160075v8 40
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Order: 139747 Comment:
10130
EXHIBIT "A-1" -AREAS I, II, HI, AND IV
AREA I: INDUSTRIAL LOTS:
Lots 2 and 3 and Lots 6 through 24, inclusive, of Carlsbad Tract No. 81-10, Unit No. 1,
in the City of Carlsbad, County of San Diego, State of California, according to Map
thereof No. 10330, filed in the Office of the County Recorder of said county.
Lots 25 through 43, inclusive, of Carlsbad Tract No. 81-10, Unit No. 2A, in the City of
Carlsbad, County of San Diego, State of California, according to Map thereof
No. 11134, filed in the office of the County Recorder of said county.
Lots 44 through 47, inclusive, of Carlsbad Tract No. 85-24, Unit No. 3, in the City of
Carlsbad, County of San Diego, State of California, according to Map thereof
No. 11810, filed in the office of the County Recorder of said county.
Lots 51 through 71, inclusive, 74, 75 of Carlsbad Tract No. 85-24, Unit No. 4, in the City
of Carlsbad, County of San Diego, State of California, according to Map thereof
No. 11811, filed in the office of the County Recorder of said county.
Lots 76 through 109, of said Carlsbad Tract No. 85-24, Unit No. 5, in the City of
Carlsbad, County of San Diego, State of California, according to Map thereof
No. 12815, filed in the office of the County Recorder May 17,1991.
AREA II: COMMERCIAL LOTS:
Lots 1,4 and 5 of Carlsbad Tract No. 81-10, Unit No. 1, in the City of Carlsbad, County
of San Diego, State of California, according to Map thereof No. 10330, filed in the office
of the County Recorder of said county.
Lots 48 and 49 of Carlsbad Tract No. 85-24, Unit No. 3, in the City of Carlsbad, County
of San Diego, State of California, according to Map thereof No. 11810, filed in the office
of the County Recorder of said county.
Lots 50,72 and 73 of Carlsbad Tract No. 85-24, Unit No. 4, in the City of Carlsbad,
County of San Diego, State of California, according to Map thereof No. 11810, filed in
the office of the County Recorder of said county.
AREA III: NATURAL OPEN SPACE:
Portions of Lots so designated on each plat kept in the Association records or as may
be recorded from time to time by the Board.
SD 160075v8
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Order: 139747 Comment:
10131
AREA IV: PRIVATE COMMON AREA:
Portions of Lots so designated on each plat kept in the Association records or as may
be recorded from time to time by the Board.
Lot 110 of said Carlsbad Tract No. 85-24, Unit No. 5, in the City of Carlsbad, County of
San Diego, State of California, according to Map thereof No. 12815, filed in the office of
the County Recorder May 17,1991.
SD 160075v8 42
Description: San Diego,CA Document-Year.DocID 2001.671492 Page: 49 of 55
Order: 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibits 10132
Lot#
1A
1B
2
3
4
5
6
7
8
9
108
10C
11
12
13
14
15
16
17
18
19
20
21**
22"
23**
24
Phase 1
Total
Per4thDecl.
PHASE 1
Net
Sellable
Acreage
1.050
5.762
13.675
ind in #2
5.053
8.214
4.735
4.586
4.325
4.775
2.681
3.152
7.252
7.482
4.112
8.951
2.712
6.377
1.919
2.416
1.999
1.551
2.499
0.000
3.158
1.775
110.211
No. of
votes
1,050
5,762
4,120
n/a
5.053
8,214
4,735
4,586
4,325
4,775
2,681
3,152
7,252
7,482
4,112
8,951
2,712
6,377
1,919
2,416
1,999
1,551
2,499
n/a
3,158
1,775
110,211
Vote %
0.262%
1.438%
3.413%
n/a
1.261%
2.050%
1.182%
1.145%
1.080%
1.192%
0.669%
0.787%
1.810%
1.868%
1.026%
2234%
0.677%
1.592%
0.479%
0.603%
0.499%
0.387%
0.624%
n/a
0.788%
0.443%
27.510%
"Lot 22 was split between lots 21 and 23
Page 'of (e>8tt5TO1 4:43 PM
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Order: 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibit B
10133
Lot*
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39*
40*
41*
42*
43
Phase II
Total
Per4thDecI.
PHASE U
Net
Sellable
Acreage
1.945
2.049
1.971
1.624
1.528
2.106
2.852
1.876
2.198
2.862
2.821
1.901
1.450
3,693
8.372
2.588
6.738
2.877
4.012
55.463
No. of
Votes
1,945.
2,049
1,971
1,624
1,528
2,106
2,852
1,876
2,198
2,862
2,821
1,901
1,450
3,693
8,372
2,588
6,738^
2,877
4,012
55,463
Vote %
0.485%
0.511%
0.492%
0.405%
0.381%
0.526%
0.712%
0.468%
0.549%
0.714%
0.704%
0.475%
0.362%
0.922%
2.090%
0.646%
1.682%
0.718%
1.001%
13.844%
'Lots 39-42 had significant lot line
adjustments.
Page2~ofG>8K5/01 222PM
Description: San Diego.CA Document-Year.DocID 2001.671492 Page: 51 of 55
Order: 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibit B 10134
Lot#
44
45
46
47
48
49
Phase
ill
Total
Per4thDecl.
PHASE III
Net
Sellable
Acreage
12.718
12.599
2.883
3.489
3.178
3.162
38.029
No. of
Votes
12,718
12.599
2,883
3,489
3,178
3,162
38,029
Vote %
3.175%
3.145%
0.720%
0.871%
0.793%
0.789%
9.492%
Page3ofG 8/15K)l2:10PM
Description: San Diego.CA Document-Year.DocID 2001.671492 Page: 52 of 55
Order 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibits
10135
Lot?
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68*
69*
70
71
72
73
74
75
Phase
N
Total
Per4thDecl.
PHASE IV
Net
Sellable
Acreage
9.000
5.805
2.145
1.501
2.120
3.395
4.656
3.257
1.775
2.824
2.242
3.076
4.112
3,096
2.322
6.655
3.589
1.343
1.753
4.724
3.816
3.746
3.765
5.555
2.836
3.073
92.181
No. of
Votes
9,000
5,805
2,145
1,501
2,120
3,395
4,656
3,257
1,775
2,824
2,242
3,076
4,112
3,096
2,322
6,655
3,589
1,343
1,753
4,724
3,816
3,746
3,765
5,555
2,836
3,073
92,181
Vote %
2.246%
1.449%
0.535%
0.375%
0.529%
0.847%
1.162%
0.813%
0.443%
0.705%
0.560%
0.768%
1.026%
0.773%
0.580%
1.661%
0.896%
0.335%
0.438%
1.179%
0.953%
0.935%
0.940%
1.387%
0.708%
0.767%
23.009%
* Contain Area 111 in original calculation
Page^ of (f 8/15/01 2:14 PM
Description: San Diego.CA Document-Year.DocID 2001.671492 Page: 53 of 55
Order: 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibit B 10136
Lot#
76
77
78
79*
80*
81*
ParA1**
ParA2**
Par A3**
ParM**
92
93
94
95
96
97
98
99
100*
101*
102*
103*
104*
105*
106*
107*
108*
109
Phase V
Total
Per 4th Dec!.
PHASE V
Net
Sellable
Acreage
4.694
6.359
4.966
3.590
2.590
4.130
17.610
5.140
5.070
3.580
2.528
1.730
1.404
1.772
2.699
2.137
1.835
1.780
3.607
1.462
4.340
1.412
1.154
1.508
4.070
4.680
5.020
3.876
104.743
No. of
Votes
4,694
6,359
4,966
3,590
2,590
4,130
17,610
5,140
5,070
3,580
2,528
1,730
1,404
1,772
2,699
2,137
1,835
1,780
3,607
1,462
4,340
1,412
1,154
1,508
4,070
4,680
5,020
3,876
104,743
Vote %
1.172%
1.587%
1.240%
0.896%
0.646%
1.031%
4.396%
1.283%
1.266%
0.894%
L0.631%
0.432%
0.350%
0.442%
0.674%
0.533%
0.458%
0.444%
0.900%
0.365%
1.083%
0.352%
0288%
0.376%
1.016%
1.168%
1.253%
0.967%
26.145%
* Contain Area HI in original calculation
** Originally a part of Parcel A, comprising tc
33.302 net acres per 3rd Dec; relative chang.
comparisons for A1-A4 are approximate.
110 ***0 n/a
' Emerald Lake; not included in voting or
assessments.
Page^bf 8/15/01 2:16 PM
Description: San Diego,CA Document-Year. DocID 2001.671492 Page: 54 of 55
Order: 139747 Comment:
CARLSBAD RESEARCH CENTER
Exhibit B
10137
Phase
Phase 1
Phase II
Phase til
Phase IV
Phase .V
Totals
Lot#s
1-24
25-43
26-49
50-75
76-109
Per 4th Decl.
Net
Sellable
Acreage
110.211
55.463
38.029
92.181
104.743
400.627
Vote %
27.510%
13.844%
9.492%
23.009%
26.145%
100.000%
Page& of d>8/15/01 2:18 PM
Description: San Diego.CA Document-Year. DocID 2001.671492 Page: 55 of 55
Order: 139747 Comment: