HomeMy WebLinkAboutSDP 97-07B; La Costa Plaza Parcel 7; Site Development Plan (SDP)CITY OF CARLSBAD - ENGINEERING DEPARTMENT
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
PROJECT NAME: £a^ ££*27^ /%-*ZL /falf^/*^ DATE:
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LOTNO(S).: MAP NO.: APN(S).:
NUMBER OF LOTS: NUMBER OF ACRES:
OWNER: (rr/^*-!^ 7^£ /£i ^4*/2a. -^
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E-Mail: x^^3- — 0tf~P&)/Mi '!/•&*>
I certify that I am the legarowner and that all the above
information is trup^nZHteWFh) thabesfxif o(y knowledge.
CIVIL ENGINEER: M l<HM§Lf ttfZ-&$l
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State Registration Number:
ADDITIONAL COMMENTS:
APPLICANT: ^7^/7A/ tf-, Cl^M.
Mailing Address:
Phone Number:
Fax Number:
E-Mail:
Signature: Date:
SOILS ENGINEER: /MlQ>/M-£L- Sr&tJdfcT
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Mailing Address: 3?3¥ /tfu£r/to'£Avx>»/AfiW&a<s>
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Phone Number: $S8 —.222 - 8®3o
Fax Number: &<;$ - 292. - 0^7-^1
E-Mail: M^TG^JA^T^L£l^fnf<i$&ff.t^ui
State Registration Number:
IMPROVEMENT VALUATION
i. What water district is the proposed project located in? (check one)
Qcarlsbad 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
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SEE REVERSE SIDE
Mi/DEVELOPMENT SERVICES/MASTERS/Application for Engineering Plan Check Revised 1/14/02
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
GRANT TUCKER PROPERTIES
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the
"Agreement") is made and entered into as of the 19th day of November 1998, by and between
Steven P. Grant and Mary Margaret Grant as Trustees of the Grant Family Trust of 1991
(collectively, "Grant") and Larry Tucker and Jill E. Johnson-Tucker (collectively, "Tucker")
(collectively, the "Members"), for the purpose of forming Grant Tucker Properties, a limited
liability company (the "Company") organized under the California Limited Liability Company
Act (the "Act"). The capitalized words not otherwise defined elsewhere in the Agreement
shall have the meaning as set out in the "Index of Defined Terms" attached hereto as Exhibit
"B" and incorporated herein.
ARTICLE I
ORGANIZATION
1.1 Formation. The Members hereby form the Company under the Act for the
purposes and upon the terms and conditions hereinafter set forth. The rights and liabilities of
the Members of the Company shall be as provided in the Act, except as otherwise expressly
provided herein. In the event of any inconsistency between any terms and/or conditions
contained in this Agreement and any provisions of the Act, the Agreement shall govern unless
the provisions of the Act with respect to which the Agreement is inconsistent are expressly
determined by the Act to be non-waivable.
1.2 Name. The name of the Company shall be Grant Tucker Properties, a
California Limited Liability Company.
1.3 Principal Place of Business; Other Places of Business. The principal office of
the Company shall initially be located at One Upper Newport Plaza, Newport Beach,
California 92660. The mailing address of the Company shall be P.O. Box 7974, Newport
Beach, CA 92658.
1.4 Business Purpose. The principal purpose of the Company shall be to acquire,
develop, lease, hold for investment, finance (including encumbering), sell and exchange retail
commercial real property (the "Properties"). The Members may also, on behalf of the
Company, engage in any and all other lawful activities which are necessary or incidental to the
principal purpose of the Company.
1.5 Articles of Organization; Filings. The initial Members or either of them shall
execute and cause to be filed Articles and pay appropriate filing fees in the Office of the
California Secretary of State as required by the Act. The Members or any of the Members
who are then the "Managing Members" (as defined in Paragraph 4.1 below) may execute and
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ARTICLE 4
OPERATIONS
4.1 Management.
4.1.1 While Steven P. Grant and Larry Tucker are both alive and are not
permanently incapacitated, Steven P. Grant and Larry Tucker shall manage the
Company jointly (the "Managing Members"). Upon the death or permanent
incapacity of either of them, the spouse of the decedent or the incapacitated, if she
then has an interest in the Company, shall become the other Managing Member.
If the spouse of the deceased or incapacitated Managing Member (the "Former
Manager") does not have an interest in the Company, the owners of interests in
the Company which derived originally from the interest of the Former Manager
(the "Represented Members") shall by majority of the interests held by them
select a replacement for the Former Manager (the "Replacement Manager"). The
Replacement Manager shall be a "Managing Member". Except to the extent
provided in Subparagraph 4.1.2, the business and affairs of the Company shall be
managed exclusively by the Managing Members in their capacity as a member of
the Company under the Act. The Managing Members shall at all times be a
member of the Company. Subject to Subparagraph 4.1.2, the Managing Members
shall have full and complete charge of all the affairs and business of the
Company, including the responsibility, authority, and power, on behalf of the
Company, at Company expense, to:
(a) pay, collect, compromise, arbitrate or otherwise adjust any
and all rents, additional rents, claims or demands of or against the Company, in
such amounts and upon such terms and conditions as the Managing Members
shall reasonably determine;
(b) from time to time, employ, engage, hire or otherwise secure
the services of such persons, firms or corporations as the Managing Members may
reasonably deem advisable for the proper execution of its duties as Managing
Members hereunder, provided such services are overseen by the Managing
Members, are within the scope of the foregoing authority granted to the Managing
Members hereunder, such employment to be for such reasonable compensation
and upon such reasonable terms and conditions as the Managing Members shall
determine;
(c) prepare, execute, file, record, publish and deliver any and
all instruments, documents or statements necessary or convenient to effectuate
any and all actions that the Managing Members are authorized to take on behalf of
the Company including, but not limited to the loan documents referenced in
Paragraph 4.2;
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(d) engage in any kind of activity and perform and carry out
contracts of any kind necessary to, in connection with or incidental to the
accomplishment of the purposes of the Company, as may be lawfully carried on or
performed by a limited liability company under the laws of the State of California,
including but not limited to making routine property management decisions.
Except as expressly provided in this Agreement, the Members shall have no right
to vote on or consent to any other matter, act, decision, or document involving the
Company or its business.
4.1.2 Notwithstanding Subparagraph 4.1.1, all checks over $5,000 shall
require the signature of both of the Managing Members or their designees. In
addition, the Managing Members shall not undertake any of the following actions
unless such action is first consented to in writing by Members holding,
collectively, a Majority in Interest:
(a) agree to pay, compromise, arbitrate or otherwise adjust any
and all claims or demands of or against the Company, in an amount in excess of
$5,000;
(b) lease (for more than one year or for less than fair market
rent) or extend a lease or grant an option to extend a Lease or otherwise Transfer
or encumber any of the Properties, or any portion thereof;
(c) obligate the Company with respect to any expenditure in
excess of $5,000, except as reasonably required under a common area agreement
to which a Company Property is subjected;
(d) obligate the Company for total costs in excess of $5,000,
except as reasonably required under a common area agreement to which a
Company Property is subjected, without first obtaining the written consent, which
shall not be unreasonably withheld, of a Super-Majority in Interest.
(e) enter into any transaction with, other than specifically
permitted by this Agreement, any Member or any person or entities related or
affiliated with any Member.
Any agreement, instrument or document to be executed by or on behalf of
the Company which obligates the Company in an amount in excess of $5,000
shall require the signature of both of the Managing Members.
The $5,000 shall be increased to $10,000 on January 1, 2010, and shall
increase by $5,000 every ten (10) years thereafter.
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4.1.3 The Managing Members shall cause to be kept, at the principal
place of business of the Company, all items set forth in Section 17058 of the Act,
including, without limitation, the Member Schedule, copies of the Articles and the
Agreement and all amendments thereto, copies of Company federal, state and
local tax returns, information returns and financial statements for the six most
recent fiscal years. As soon as possible after the end of each calendar year the
Managing Members shall cause to be delivered to each Member the Company's
financial statements and each Member's appropriate tax reporting information for
the prior year.
4.1.4 If either Steven P. Grant or Larry Tucker is not actively involved
in the business of the Company, it is the desire of Grant and Tucker to fairly
compensate the party who is still active for time spent overseeing the day to day
activities of the Company by paying an asset management fee of 2% of the net
rents of the Company, if such payment is agreed to by a Majority in Interest.
4.2 Financing. Grant and Tucker intend that the real property parcels developed by
the Company will serve as collateral for loans where the costs of the acquisition and development
of the parcels will be financed 100%. However, neither Grant nor Tucker anticipate financing
more than the costs incurred in the acquisition and development of the parcels, and in particular
do not desire to refinance any Company Property in order to borrow additional money out of the
Company for distribution to the Members. On the contrary, it is the goal of the Company after
development of a parcel is complete to obtain 15-year fully-amortized non-recourse loans. To
the extent feasible, the loan documents for such permanent loans shall allow a transfer from the
Company to either Grant or Tucker, or the transfer of the interests of Grant or Tucker to
Transferee Trusts (as defined in Section 5.1 below) in order to carry out the distribution needs of
the Company as described in Section 1.8 above, notwithstanding any other provision hereof to
the contrary. The Managing Members, acting together, are authorized on behalf of the Company
to execute loan applications, loan agreements, loan commitments, notes, deeds of trust,
assignment of leases and other loan documents necessary or appropriate to obtain the
construction financing and the permanent loans on each parcel of Company Property as they
deem appropriate.
4.3 Business Opportunities. Except as set out in this Paragraph, the Members shall
have the right to engage or invest in any business activity, enterprise or venture regardless
whether such activity, enterprise or venture competes with the Company's activities, enterprises
or ventures.
4.4 Indemnification and Liability of Managing Members.
4.4.1 The Company shall indemnify and hold harmless the Managing
Members and all Affiliates, members, partners, officers, directors, employees and
agents of any of the foregoing (individually, an "Indemnkee") to the full extent
permitted by law from and against any and all losses, claims, demands, costs,
damages, liabilities, joint and several, expenses of any nature (including attorneys'
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%,„*
THE UNDERSIGNED HAS READ AND UNDERSTANDS PARAGRAPH 7.11
ARBITRATION OF DISPUTES OF THE AGREEMENT AND BY INITIALING IN THE
SPACE PROVIDED AGREES TO SUBMIT ANY DISPUTES ARISING OUT OF THE
AGREEMENT TO BINDING ARBITRATION IN ACCORDANCE WITH THE
SUBJECT PROVISION.
SPG J-T
IN WITNESS WHEREOF, the Members have duly executed this Agreement as of the
date shown on the first page of the Agreement.
MEMBERS
steven P. Grant, Trustee
Mary Margaret Grant, Trustee
Larry Tucker
Jill E. Johnson-Tucker
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