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Home My WebLink AboutCT 95-04; CAC Associates, LLC; 1998-0552662; Easementt ;, ' RECORDING REQUESTED BY C A C Associates LLC AND WHEN RECORDED, PLEASE MAIL TO: Carlsbad Municipal Water District Engineering Department 5950 El Camino Real cartsbad, California 92008 MAIL TAX STATEMENTS TO: EXEMPT Please record the document at no fee as it is to the benefit of the District (Gov. Code [6103).) The undersigned grantor(s) declare(s): Documentary transfer tax is $ 0.00 ( ) computed on full value of property conveyed, or ( ) computed on full value less value of liens and encumbrances remaining at time of sale. ) Unincorporated area: (x) City of Carjsbad , and FORA VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. W\~9 364 DOC# 199B-0552662 Aug 31, 199B 10:17 AM [fFJCIAL RECIJlllS SAN DIE!ll COUNTY IICIRDER'S OFFICE GREGORY J. SMITH, COUNTV Rftm!JER FEES: 0.00 DC: NA ~lillllllllllllll 19D-06&2662 Space above this line for Recorder's use. Assessor's Parcel No. _,.2,,12"'·"'09,..2""-0"'5<.,;-0..,0.__ ____ _ Project No. & Name 97-267. Lot 41, CT 95-04, Carlsbad Airport Center. E. Palomar Oaks way and Camino Vida Roble CARLSBAD MUNICIPAL WATER DISTRICT A~ t ~~ WILLIAM E. PLU ER, District Engineer GRANT DEED OF WATER LINE EASEMENT CA C ASSOCIATES LLC, a California Limited Liability Company does hereby grant lo CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized in the State of California, its successors and assigns, an easement. Purpose: the easement granted herein shall be granted for the following purposes: the construction, operation, repair, reconstruction and all activities necessary to construct, reconstruct, operate, maintain and repair facilities designed for the general purpose of collecting, storing, transporting, pumping and treating all water, including surface water, stream water, flood water and ground water flowing into said facilities, and all natural and artificial drainage ditches and structures of any kind, whether above or below the surface of the ground. Said facility may Include pipelines, pumping facilities, structures designed to control the flow of water and all facilities and structures associated with said use which are designed to facilitate the use and protect the facility from 1 10/20/97 Rev. 365 natural and other forms of damage including, but not limited to, erosion control facilities, fences, gates, doors, locking devices, alarms, lights, and all other protective facilities and devices. The use shall also include a means of access to and from said facility for the purpose of constructing, operating, repairing, maintaining, inspecting and reconstructing said facility. The uses described herein shall be exclusive to the Grantee. Granter herein agrees that no buildings and/or structures will be erected, walls constructed, fences built nor trees planted, nor may the easement be used by the Granter or any other person or entity, including other utilities, whether public or private, for uses whether compatible or incompatible with the uses described herein without the express written approval of the Grantee. LOCATION OF THE EASEMENT: The easement granted herein shall be located within and upon the properties more particularly described in Exhibit "A" and Exhibit "B" attached hereto and by this reference made a part hereof. Executed by the Granter this 2' day of A,o,, , L , 19-3.R, GRANTOR C A C ASSOICATES LLC, a California Limited Liability Company (name of granter) B~'ZJ:'~eyQ (sign here) ?r~ (title of signatory) By: ~ , 0 .l) I, J «: ' sign here) (title of signatory) (Notarial acknowledgement of execution of PROPERTY OWNER must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) APPROVED AS TO FORM: RONALD R. BALL, GENERAL COUNSEL '';\. \._ l ,\...... I ~ By: t,-' -~ ✓\......,-.. JAME MSBALDI, Deputyeral Counsel CMWD 97-267 2 10/20/97 Rev. ... •.• STATE OF CALIFORNIA COUN1Y OF Sc.~ J)~iv On '-\~-z,3 9~ DATE l t ss. j 366· &- personally appeared lc-w<e0cc., \Doo6vJC..( J. O.aj Ro{'\c..\.c.\ ~-W L,u.(( ,e.. NAME(S) OF SIGNER($) ~ □ personally known to me -OR -~ved to me on the basis of satisfactory evidence to be the person(s) whose narne(s) i~ubscribed to the within instrument and acknowledged to me that he/sh6)xecuted the same in his/her@authorized capacity(ies), and that by his/her@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. (This area for official notary seal.) SIGNATURE OF NOTARY Date of Document _______________ No. of Pages ______________ _ Signer(s) other than named above ___________________________ _ CMWD S7-267 06/14/95 Rev. .. 367 WATERLINE EASEMENT EASEMENTS FOR WATERLINES AND APPURTENANCES OVER, UNDER, ALONG AND ACROSS THOSE PORTIONS OF LOT 41 OF CARLSBAD TRACT NO. 81-46, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, AS FILE NO. 85-252983 OF OFFICIAL RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 41; THENCE ALONG THE SOUTHWESTERLY BOUNDARY OF SAID LOT SOUTH 32°12'12" EAST, 166.08 FEET TO THE TRUE POINT OF BEGINNING, THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 57°47'48" EAST, 59.50 FEET; THENCE NORTH 12°47'48" EAST, 26.22 FEET; THENCE NORTH 77°12'12" WEST, 23.93 FEET; THENCE NORTH 32°12'12" WEST, 17.27 FEET: THENCE NORTH 57°47'48" EAST, 12.00 FEET; THENCE SOUTH 32°12'12" EAST, 4.00 FEET; THENCE NORTH 57°47'48" EAST, 17.53 FEET; THENCE NORTH 32°12'12" WEST, 62.42 FEET; THENCE NORTH 12°47'48" EAST, 6.21 FEET; THENCE NORTH 77°12'12" WEST, 22.63 FEET; THENCE NORTH 12°47'48' EAST, 20.00 FEET; THENCE SOUTH 77°12'12" EAST, 22.63 FEET THENCE NORTH 12°47'48" EAST 6.21 FEET; THENCE NORTH 57°47'48" EAST, 40.15 FEET; THENCE NORTH 79°40'03" EAST, 172.34 FEET; THENCE SOUTH 89°28'23" EAST, 116.83 FEET; THENCE NORTH 38°48'17" EAST, 16.86 FEET; THENCE SOUTH 51°11'43" EAST, 20.00 FEET; THENCE SOUTH 38°48'17" WEST, 18.64 FEET; THENCE SOUTH 06°11 '43" EAST, 430.21 FEET TO THE SOUTHERLY BOUNDARY OF SAID LOT 41, BEING A POINT ON THE ARC OF A NONTANGENT, 436.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 08°16'27" EAST; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05°30'49", A DISTANCE OF 41.96 FEET; THENCE LEAVING SAID CURVE, NORTH 06°11'43" WEST, 21.57 FEET; THENCE SOUTH 83°48'17" WEST, 14.03 FEET; THENCE NORTH 06°11'43" WEST, 12.22 FEET; THENCE SOUTH 89°43'04" EAST, 4.00 FEET; THENCE NORTH 00°16'56" EAST 8.28 FEET; THENCE NORTH 83°48'17" EAST, 30.19 FEET; THENCE NORTH 06°11'43" WEST, 372.78 FEET; THENCE NORTH 51°11'43" WEST, 5.53 FEET; THENCE NORTH 89°28'23" WEST, 106.19 FEET; THENCE SOUTH 79"40'03" WEST, 166.57 FEET; THENCE SOUTH 57°47'48" WEST, 28.00 FEET; THENCE SOUTH 12°47'48" WEST, 15.86 FEET; THENCE SOUTH 32°12'12" EAST, 80.00 FEET; THENCE SOUTH 12°47'48" WEST, 60.62 FEET; THENCE SOUTH 57°47'48" WEST, 67.79 FEET TO SAID SOUTHWESTERLY LINE OF LOT 41; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE, NORTH 32°12'12" WEST, 20.00 FEET TO THE TRUE POINT OF BEGINNING. CMWD97-267 368 PARCEL2· BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 41; THENCE ALONG THE SOUTHWESTERLY BOUNDARY OF SAID LOT SOUTH 32°12'12" EAST, 195.83 FEET TO THE BEGINNING OF A TANGENT, 736.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 06°40'33", A DISTANCE OF 85.76 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CURVE AND SOUTHWESTERLY BOUNDARY, NONTANGENT TO SAID CURVE, NORTH 65°15'03" EAST, 59.82 FEET; THENCE SOUTH 24•44•5r EAST, 20.00 FEET; THENCE SOUTH 65°15'03" WEST;59.82 FEET TO SAID 736.00 FOOT RADIUS CURVE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID SOUTHWESTERLY BOUNDARY OF LOT 41, THROUGH A CENTRAL ANGLE OF 01°33'25", A DISTANCE OF 20.00 FEET TO THE TRUE POINT OF BEGINNING. THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION. ~.-~@~~ WRENCE H. MOORE.LS 5486 EXPIRES: 09-30-2000 CMWD 97-267 G:IPROJECTS\19971702617026LGL 1.LGL POB W'LY CORNER OF LOT 41 L7 PLAT TO ACCOMPANY LEGAL DESCRIPTION ---~~r40~• ~3.~EE s 89"28'23~ E ro<:) <61 -N 79•4Q 0, 116.83 V ~ ~-< 'o p~RCEL~.19· :9 V ,66-;>73,. 'ti N 89'28 23" W s 79•400 LOT 41 1'!\ l" CT NO. 81-46 ~\~ e I") A I") st ... st MAP NO. 11288 ~~i\~ ~2~r---~ ~ A.P.N. 212-092-05 11·11S PLAT WAS PREPARED BY ME OR UNDER MY DIRECTION. ~N~~5486 r r !\ \~ -~\ I I 369 LICENSE EXPIRES 9-30-2000 I: \DWG\97\7O26\7O26Y.POO.DWG (7O26LGL1.PLT) SCALE: 1• = 100' SHEET 1 OF 2 SHEETS CMV.O 97-267 . -," NUMBER L50 L51 L52 L53 L54 L55 L56 L57 L58 L59 L60 L61 L62 L63 L64 L65 L66 L67 L68 L69 l70 l71 l72 l73 l74 l75 L76 L77 L78 L79 PLAT TO ACCOMPANY LEGAL DESCRIPTION 370 DIRECTION DISTANCE N 57'4748" E 59.50' N 12'47'48" E 26.22' N 77i2'12" W 23.93' N 32i2'12" W 17.27' N 57"47'48" E 12.00' S 32'12'12" E 4.00' N 57'47'48" E 17.53' N 32i2'12" W 62.42' N 12"47'48" E 6.21' N 57'47'48• E 40.15' N 38'48'17" E 16.86' S 51if43• E 20.00' S 38'48'17" W 18.64' N 06i1'43" W 21.57' S 83'48'17" W 14.03' N 06i1'43" W 12.22' S 89'43'04" E 4.00' N 00i6'56" E 8.28' N 83"48'17• E 30.19 N 51i1'43" W 5.53' S 57'47'48" W 28.00' S 12"47'48" W 15.86' S 32i2'12" E 80.00' S 12"47'48" W 60.62' S 57"47'48" W 67.79' N 3212'12" W 20.00' N 7712'12" W 22.63' N 12"47'48" E 20.00' N 6515'03" E 59.82' S 24'44'57" E 20.00' I: \DWG\97\7026\7026v.POO.DWG {7026LGL1.PLT) SH~~· dF5l~?•SHEETS CMV.O 97-267 . ~-· ,~. -~ .~-·-< -, . ; . 371 CERTIFICATION FOR ACCEPTANCE OF DEED This is to certify that the interest in real property conveyed by the grant deed of easement, dated ....A!l.ril 23 , 19..filL_, from C A C ASSQICATES LLC. a California Limited L!abUlty Company to the Carlsbad Municipal Water District, Carlsbad, California, pursuant to the Municipal Water District Act of 1911, as amended, is hereby accepted by the undersigned officer or agent on behalf of the Carlsbad Municipal Water District, Carlsbad, California, pursuant to authority conferred by Resolution No. 996 of the Carlsbad Municipal Water District adopted on 8eptember 9, 1997, and the grantee consents to recordation thereof by its duly authoriZed officer. DATED: August 17, 1998 ALETHA L. RAUTENKRANZ, Secretary I CMWD 97-267 11/03/97 Rev. I ' . ' \ ii°f\'??15 DOC# 1998-0552663 AUG 31, 199B 10:17 AM ITTICI/l RE!mlS RECORDING REQUESTED BY CA C ASSOCIATES LLC 372 ~ DIEGO !ru{TV RECffiDER' S OFFICE ll£GCRV J. SMITH, !ru{fV RECORDER FEES: 0.00 AND WHEN RECORDED, PLEASE MAIL TO Carlsbad Municipal Water District 1111111111111111 II IIIIII II II 5950 El Camino Real 1998-0552663 Carlsbad, California 92008 Please record the document at no fee as it is to the benefit of the District (Gov. Code [6103].) NOTICE: Space above this line for Recorder's use. ASSESSOR'S PARCEL NO. =21,.,,2.,.-0=9=2~-0=5~-o=o _____ _ PROJECT NO. & NAME: 97-#Lot 41, Carlsbad Tract 95-04, E. Palomar Oaks wa, and Camino Vida Roble 7'1-.:l 1 SUBORDINATION AGREEMENT (TRUST DEED HOLDERS) THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO (AN) EASEMENT IN THE REAL PROPERTY TO WHICH YOUR SECURITY INSTRUMENT ATTACHES AND HAS THE POTENTIAL EFFECT OF REDUCING THE VALUE OF YOUR SECURITY INTEREST. THIS AGREEMENT, made this _1_7_ day of =A=u=gu=s~t~---~• 19~, by CA C ASSOCIATES LLC. a California Limited Liability Company. owner of the land described and hereinafter referred to as "Owner," and GROSSMONT BANK, present owner and holder of the deed of trust hereinafter described, hereinafter referred to as "Beneficiary;" WITNESS ETH THAT WHEREAS, CA C ASSOCIATES LLC, a California Limited Liability Company did execute a deed of trust, dated September 17, 1998 to GROSSMONT BANK as trustee, to secure a note in the sum of Four Million, One Hundred Sixty-Seven Thousand Dollars ($4.167.000.00) dated September 17, 1998 in favor of GROSSMONT BANK 10/20/97 Rev. ' 373 recorded in the office of the County Recorder of San Diego County on June 24. 1998 as File No. 1998-0386233 of Official Records of said county; and WHEREAS, Owner has executed, or is about to execute, as grantor, a grant of EASEMENT/EASEMENTS dated April 23. 1998, in favor of the Carlsbad Municipal Water District as grantee, hereinafter referred to as "Easement Grantee," creating AN/THE EASEMENT/EASEMENTS more particularly described in EXHIBIT/EXHIBITS "A" & "B" attached hereto; and WHEREAS, Easement Grantee is willing to accept said EASEMENT/EASEMENTS provided the grant of EASEMENT/EASEMENTS is a charge upon the above described property prior and superior to the lien or charge of the deed of trust above mentioned and provided that beneficiary will specifically and unconditionally subordinate the lien or charge of the deed of trust above mentioned to the lien or charge of the EASEMENT/EASEMENTS created in favor of Easement Grantee; and • i WHEREAS, it is to the mutual benefit of the parties hereto that Easement Grantee accept said EASEMENT/EASEMENTS and Beneficiary is willing that the grant of EASEMENT/EASEMENTS shall, when recorded, constitute a charge upon said land which is unconditionally prior and superior to the lien or charge of the deed of trust above mentioned. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, and in order to induce Easement Grantee to accept said EASEMENT/EASEMENTS above referred to, it is hereby declared, understood and agreed as follows: 1. That said EASEMENT/EASEMENTS in favor of Easement Grantee shall unconditionally be and remain at all times a charge on the property therein described, prior and superior to the lien or charge of the deed of trust above mentioned. 2. That Easement Grantee would not accept said EASEMENT/EASEMENTS above described without this subordination agreement. 3. That this agreement shall be the whole and only agreement with regard to the subordination of the lien or charge of the deed of trust above mentioned to the EASEMENT/EASEMENTS in favor of Easement Grantee above referred to and shall supersede and cancel, but only insofar as would affect the priority between the deed of trust and 2 10/20/97 Rev. . . • 374 EASEMENT/EASEMENTS hereinbefore specifically described, any prior agreement as to such subordination including, but not limited, those provisions, if any, contained in the deed of trust above mentioned, which provide for the subordination of the lien or charge thereof to another interest in the real property therein described. BENEFICIARY declares, agrees and acknowledges that: 1. I (We) consent to and approve the grant of EASEMENT/EASEMENTS in favor of the Easement Grantee. 2. I (We) intentionally and unconditionally subordinate the lien or charge of the deed of trust above mentioned to the EASEMENT/EASEMENTS in favor of Easement Grantee above referred to and understands that in reliance upon, and in consideration of, this subordination of the grant of EASEMENT/EASEMENTS is being executed and delivered, the EASEMENT/EASEMENTS IS/ARE being created, and that specific monetary and other obligations are being and will be entered into by the Easement Grantee, other lenders and title insurance companies which would not be made or entered into but for said reliance upon the subordination; and Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 3 10/20/97 Rev. 375 3. This agreement represents an endorsement to the note secured by the deed of trust above mentioned that said deed of trust has by this instrument been subordinated to the charge of the EASEMENT/EASEMENTS in favor of Easement Grantee above referred to: Executed this ____ day of ______ _ 19 __ . BENEFICIARY: GROSSMONT BANK Its: (name) \1 \c.. "c... (Q~, ~ (title) By: ~ "7-1 (' ~ 1(authorized sighature) - 1v'IA7L<!. 1 A 1-1. C.d A~,- (name) Its: AV? (title) Executed this _3--'-J __ day of,.,.,5 ~ 19...ifL_. OWNER: C A C ASSOCIATES LLC, a California Limited Lia~mpany By: , u.,,h-(e&;.e ,:::1' W~ (authorized signat~A..:Q (name) Its: ~(~ (title) By: x~tJ.~ ~ (authorized sig~ t q C"l ftl.-!:?-\ A), C I I v:ue-, £_ ' (name) Its: (title) (Proper notarial acknowledgement of execution of OWNER and BENEFICIARY must be attached.) NOTE THAT THE PRESIDENT OR VICE-PRESIDENT AND THE SECRETARY OR ASSISTANT SECRETARY MUST SIGN A CORPORATE EXECUTION OF THIS DOCUMENT. ALTERNATELY A TRUE COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS THAT IS SIGNED BY THE SECRETARY OR ASSISTANT SECRETARY OF THE CORPORATION, UNDER CORPORATE SEAL SPECIFICALLY EMPOWERING THE INDIVIDUAL SIGNING IN BEHALF OF THE CORPORATION WILL SHOW SUFFICIENT AUTHORITY OF SAID INDIVIDUAL TO ACT IN THIS MATTER. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS SUBORDINATION AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT THERETO. Approved as to form: RONALD R. BALL, General Counsel By: General Counsel 4 CMWD 97-267 10/20/97 Rev. STATE OF CALIFORNIA couNTY oF,,5:to Di eqp On ]-;)R-98 DATE l ~ ss. J 376 personally appeared __ 3~h~e~r,_l..,\ __ B~2A.~' m'-'=e~Csc====-----------J NAME(S) OF SIGNER(S) ~personally known to me -OR -D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. J* en e ~~~,• 1 i. Notc.v Publlc:. CollfanlQ j S(Jtl Diego Counly l M,CarmE,q;iesW,,:,,3l.axl2 •••••••••••• (This area for official notary seal.) Title or Type of Document J.>bocd f v141: 1 Ot'.l ~ re_eme n+ Date of Document J-2 8 -16 No. of Pages __ Cf_;_ __________ _ Signer(s)otherthannamedabove C)llc_ $5'.)Qljares LL.(< J Muccio C.l2aces± CMWD 97-267 06/14/95 Rev. STATE OF CALIFORNIA couNrv oF ,An D1 ~ 0 On 7-273-']ts DATE l f ss. J 377 personally appeared _ __,_M---->.-:a.=.o..~.:,,L""'l""O....=-"C....L.m=ri...,.e""-s"-'-+--~~~~-------------NAME(S) OF SIGNER(S) !!(personally known to me -OR -D proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. I {This area for official notary seal.) Title or Type of Document __ 5=.u.c.....,b;__o::....,_~_,ad=..,_; ..... ~_,_,Ct..,__./-:......,_;i 0=-=.f\ ......... --'-_,,_'+--1-..,__.----'---..L.l..!--"-...L--'--------- Date of Document l-2 ea-CJD No. of Pages---''----------- Signer(s) other than named above (2.14c__ ASSoc,0-~~s LLC. CMWD 97-267 06/14/95 Rev. ' CALlfOHNIA ALL-PURPOSE ACKNOWI.EDGMENT D personally known to me -OR -1$1 proved to me on the basis of satisfactory evidence -,ass r11112 r•n r , .. I '@ OFFICIAL SEAL --RUBEN ROBERT DURAN,, ;;;: NOTARY PUBLIC-CALIFORNIA$ a, COMM, NO. 1156764 - "' . SAN DIEGO COUNTY MY COMM. EXP. SEPT. 26, 2007 · to be the person.(s) whose ~(s)J.§./are subscribed to the within instrument and ac- knowledged to me that ~he/they executed the same in WS1l:Jer/their authorized capacity(ies), and that by bls/her/their .. signature(s) on the instrument the p..e,rson(s), or the entity upon behalf of which the persoo(s) acted, executed the instrument. ,- ~my~ ----------OPTIONAL---------- Though t!le data below is nol required by law, it may prove valuable to persons relying on the dOOJment and could prevent fraudulent reattachment of !his fonn. CAPACITY CLAIMED BY SIGNER. 0 INDIVIDUAL ~ LJ CORPORA TE OFFICER D PARTNER(S) D LIMITED 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: __________ _ SIGNER !S REPRESENTING: N.t.ME Of P£P.SQN<S1 Ofs EN'lll"Yf!ESl DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT $1GNER(S) OTHER THAN NAMED ABOVE l v 'l C1993 NATIONALNOTAA.Y ASSOC!ATION•S236 RemmetAve., P.O. 8ox71&4 .. Canoga Park,. CAS1309~7i64 ... -. ·-·--·--· . __ _..,,,..------~ -.. ---- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 379 No SiK,7 State of C!4 ¼b..;tA: · · County of $ad ~ 0 On ~ 3o, m? before me, ~~m.~~~~~~~~~~~ / DATE~ NA.ME. Till£ OFF personally appearefS'.fo-6..,;l'J-/.J N. &.e-e..-t"" , . .~/ NAME(SIOFSIGNER(SI 0 personally known to me -OR -IV proved to me on the basis of satisfactory evidence · • to be ~he person~ "".ho_se name~ isJ ..... ...--(1) .. OFFICIAL SEAL I ROGER GREGORY SMITH . NOttt PUBLIC-CALIFORNIA§l SAN ~E~8· &°t'iij -MY COMM. EXP. MARCH 26, 2000 · subscribed to the within instrument and ac- knowledged to me that he.1shei.they executed the same in his/h-er/ti'tei1• authorized capacity(i11~)-, and that by his/h-er/t11eil · signature~ the instrument the person'8r," or the entity upon behalf of which the person(,sracted, executed the instrument. ----------OPTIONAL---------- Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER. D INDIVIDUAL 0 CORPORATE OFFICER im.E.(Sl D PARTNER($) 0 ATTORNEY-IN-FACT D TRUSTEE($) D LIMITED D GENERAL n GUARDIAN/CONSERVATOR LJ OTHER: ___________ _ SIGNER IS REPRESENTING: NAME ()F PfRSC)ll«S1 on EN"TfTYUESI DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER($) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION• 8236 Remmet A_ve •• P.O. Box 7184 • Canoga Paric CA 91309•7164 WATERLINE EASEMENT 380 EASEMENTS FOR WATERLINES AND APPURTENANCES OVER, UNDER, ALONG AND ACROSS THOSE PORTIONS OF LOT 41 OF CARLSBAD TRACT NO. 81-46, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 11288, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON JULY 16, 1985, AS FILE NO. 85-252983 OF OFFICIAL RECORDS MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 41; THENCE ALONG THE SOUTI-1\NESTERLY BOUNDARY OF SAID LOT SOUTH 32°12'12" EAST, 166.08 FEET TO THE TRUE POINT OF BEGINNING, THENCE LEAVING SAID SOUTHWESTERLY LINE NORTH 57°47'48" EAST, 59.50 FEET; THENCE NORTH 12°47'48" EAST, 26.22 FEET; THENCE NORTH 77°12'12" WEST, 23.93 FEET; THENCE NORTH 32°12'12" WEST, 17.27 FEET: THENCE NORTH 57°47'48" EAST, 12.00 FEET; THENCE SOUTH 32°12'12" EAST, 4.00 FEET; THENCE NORTH 57°47'48" EAST, 17.53 FEET; THENCE NORTH 32°12'12" WEST, 62.42 FEET; THENCE NORTH 12°47'48" EAST, 6.21 FEET; THENCE NORTH n°12'12" WEST, 22.63 FEET; THENCE NORTH 12°47'48' EAST, 20.00 FEET; THENCE SOUTH 77°12'12" EAST, 22.63 FEET THENCE NORTH 12°47'48" EAST 6.21 FEET; THENCE NORTH 57°47'48" EAST, 40.15 FEET; THENCE NORTH 79°40'03" EAST, 172.34 FEET; THENCE SOUTH 89°28'23" EAST, 116.83 FEET; THENCE NORTH 38°48'17'' EAST, 16.86 FEET; THENCE SOUTH 51°11'43" EAST, 20.00 FEET; THENCE SOUTH 38°48'17" WEST, 18.64 FEET; THENCE SOUTH 06°11 '43" EAST, 430.21 FEET TO THE SOUTHERLY BOUNDARY OF SAID LOT 41, BEING A POINT ON THE ARC OF A NONTANGENT, 436.00 FOOT RADIUS CURVE CONCAVE SOUTHERLY, THE RADIAL LINE TO SAID POINT BEARS NORTH 08°16'27" EAST; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 05°30'49", A DISTANCE OF 41.96 FEET; THENCE LEAVING SAID CURVE, NORTH 06°11'43" WEST, 21.57 FEET; THENCE SOUTH 83°48'17" WEST, 14.03 FEET; THENCE NORTH 06°11'43" WEST, 12.22 FEET; THENCE SOUTH 89°43'04" EAST, 4.00 FEET; THENCE NORTH 00°16'56" EAST 8.28 FEET; THENCE NORTH 83°48'17" EAST, 30.19 FEET; THENCE NORTH 06°11'43" WEST, 372.78 FEET; THENCE NORTH 51°11'43" WEST, 5.53 FEET; THENCE NORTH 89°28'23" WEST, 106.19 FEET; THENCE SOUTH 79°40'03" WEST, 166.57 FEET; THENCE SOUTH 57°47'48" WEST, 28.00 FEET; THENCE SOUTH 12°47"48" WEST, 15.86 FEET; THENCE SOUTH 32°12'12" EAST, 80.00 FEET; THENCE SOUTH 12°47'48" WEST, 60.62 FEET; THENCE SOUTH 57°47'48" WEST, 67.79 FEET TO SAID SOUTHWESTERLY LINE OF LOT 41; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE, NORTH 32°12'12" WEST, 20.00 FEET TO THE TRUE POINT OF BEGINNING. CMWD97-267 PARCEL2 381 BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 41; THENCE ALONG THE SOUTHWESTERLY BOUNDARY OF SAID LOT SOUTH 32°12'12" EAST, 195.83 FEET TO THE BEGINNING OF A TANGENT, 736.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 06°40'33", A DISTANCE OF 85.76 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID CURVE AND SOUTHWESTERLY BOUNDARY, NONTANGENT TO SAID CURVE, NORTH 65°15'03" EAST, 59.82 FEET; THENCE SOUTH 24°44'57" EAST, 20.00 FEET; THENCE SOUTH 55•15•03• WEST;59.82 FEET TO SAID 736.00 FOOT RADIUS CURVE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND SAID SOUTHVIIESTERL Y BOUNDARY OF LOT 41, THROUGH A CENTRAL ANGLE OF 01 °33'25", A DISTANCE OF 20.00 FEET TO THE TRUE POINT OF BEGINNING. . THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION. ~L••fiJ.~~ ,.. ~CE H. MooRITs 5486 EXPIRES: 09-30-2000 CMWD97-267 G:\PROJECTS\ 1997\7026\7026LGL 1.LGL PLAT TO ACCOMPANY LEGAL DESCRIPTION 382 --POB w'LY CORNER OF LOT 41 _~~:-'40rQ'O~"!,:'iE.['° s 89"28'23• E roo <e? t,l 79•49..._. 116.Srt\'' v !\, ~--~ Ji J.RCE\.~ J9' '.9 fl 166-?J~• V4 N 89.28 23" W s 79•40 ~ LOT 41 ~\ r:i CT NO. 81-46 ~,--~ \,, < I") ... a. ... MAP NO. 11288 ~~~~~ 'i,2::;..-:,.--lP08 PARca 1 ... •.- lPOB PARCa 2 ~v,,::,-\ V\OA ROBLEt, A.P.N. 212-092-05 THIS PLAT WAS PREPARED BY ME OR UNDER MY DIRECTION. ~~~5486 I I LICENSE EXPIRES 9-30-2000 I: \OWG\97\7026\7026Y.f'OO.DWG (7026LGL1.PLT) SCALE: 1" = 100' SHEET 1 Of 2 SHEETS CMWJ 97-267 • NUMBER L50 L51 l52 l53 L54 L55 L56 L57 L58 l59 L60 L61 L62 L63 L64 L65 l66 L67 L68 L69 L70 L71 L72 L73 L74 L75 L76 L77 l78 L79 PLAT TO ACCOMPANY LEGAL DESCRIPTION DIRECTION DISTANCE N 57'47'48" E 59.50' N 12'47'48" E 26.22' N 77i2'12• W 23.93' N 32i2•12• W 17.27' N 57'47'48" E 12.00' S 32'12'12" E 4.00' N 57'47'48" E 17.53' N 32i2'12" W 62.42' N 12'47'48" E 6.21' N 57'47'48" E 40.15' N 38'48'17" E 16.86' S 51i1'43" E 20.00' S 38'48'17" W 18.64' N 0611'43" W 21.57' S 83'48'17" W 14.03' N 0611'43" W 12.22' S 89'43'04" E 4.00' N oo,s•55• E 8.28' N 83'48'17" E 30.19 N 5111'43" W 5.53' S 57'47'48" W 28.00' S 12·47•45• W 15.86' S 3212'12" E 80.00' S 12'47'48" W 60.62' S 57'47'48" W 67.79' N 32i2'12" W 20.00· N 7712'12" W 22.63' N 12'47'48" E 20.00' N 6515'03" E 59.82' S 24 ·44'57• E 20.00' I: \DWG\97\ 7026\7026WPOO.DWG (7026LGL 1.PL T) 383 . tP.Pi ,. Ii Q'•· ; SHEET·2' OF·~··SHEETS : CM\\O 97-267 ,. ,;,, ... REQUEST FORM FOR APPROVAL OF ACCEPTANCE OF GRANT DEED AND/OR SUBORDINATION AGREEMENT FOR WATER LINE EASEMENT PURPOSES. Assessor's Parcel No. 212-092-05-00 Project Name and No. Lot 41 , Carlsbad Tract 95-04 Carlsbad Airport Center E. Palomar Oaks Way & Camino Vida Roble CMWD Project No. 97-267 Type of Document -Easement-Grant Deed ( 1) Subordination Agreement (1) Easement -Grant Deed Developer/Owner: CAC ASSOCIATES LLC, a California Limited Liability Company Subordination Agreement Developer/Owner: CAC ASSOCIATES LLC, a California Limited Liability Company Approved by: ffia{,,;,/~ WILLIAM E. PLUMMER, P.E., District Engineer CMWD 97-267 Beneficiary: GROSSMONT BANK Approved by: ROBERT J. ~E7 NEY, General Manager .. I, \, 619-298-7164 1 -BUS BANKING ( , 827 P02 JUL 29 '98 14:12 GENERAL SIGNATU'gE RESOLUTION RESOLVED. that the President, Chief Credit Officer ~ Chief Financial officer (coll~tively "Executive Qffice;rs") shall each bave the power, acting alone, to execute all such contracts. docwnents, resolutiom and other ag~rts to bind and obligate the Bank 10 third parties in the ordinary course of its business opt"ntions; and be it further RESOLVED. that any vic:e president shall be authoriz,ed to execute such contracts, documems,. resolutions and otber agreements in tbe ordinaxy course of it$ business operation.,, when such contract, document or other agicement involves no monetary liability; in all other cases the signature of any such vice president shall be "aJid when countel'$igned by any of the above Executive Offic:crs; -be. it further RESOLVED. that This resolution i$ a reaffinnation of policy and practice of lhe Bank and that the Board does hereby :ratify all acts of any such officer undertlken consisum with the powers gmnred h~in. *** SF.cRETARY'S CERTIFICA'l10N The undersigned, duly elected Secrewy of Grossmont Bank, hereby certifies that the above Geoeral Signature Resolution was adopted by the Board of Directors of Grossmont BUik at a meeting duly convened on Febnwy 20. 1997, and that the resolution remains in full force and effect, and has not been ievoked or amended. Attested to this 22d day of April, 1998. . :··i 9'1 ( Q'O:J3A,rr-ING AGREEMENT . l:QR· CAC ASSOCIATES LLC a California limited liabiJitv company This Operating Agreement (the "Agree]llent11 ) is made as of May 2 0, 19 9 7 among LAWRENCE A. WOODWARD, PETER O. Slf!='..A, and RONALD W. CURRIE (collectively referred to as the Me..ibers, and individually as a Me!Ilber). By this Agreement, the Members join toget.~er to form a lilnited liability company (the "Company") under the California Li.Jnited Liability Company Act and agree to all the ter.ns of this A.gree:ne.~t.. l.. Nalne, The nallle of the Company is CAC ASSOCIATES LLC, a California limited liability company. The Me!Ilbers may cause the Company to conduct business under any other or substitute name as the Members deem appropriate. 2. 'Place of Business. The principal place of business o~ the Company shall be -at 9820 Willow Creek Road, Suite 400, San Diego, california 92131, or at such other place as the Mellll::lers may determine. 3 • 'Pu;niose. The purpose of the Company is to acquire, own, develop, iJnprove, operate, manage, lease, hold for investnent, sell, exchange or otherwise dispose of and deal with that certain land described as Lot 41 qf Carlsbad Tract No. Bl-46, Unit No. 2, in the city of carlsbad, County of San Diego, state of California, according to Map thereof No. 11288, , 4. '.IJ:.Dn. The Company shall co:m:mence upon the filing the Company's Articles of Organization with the office of the California Secretary of state and shall continue until Decel!lber 31, 2050, unless sooner dissolved under Section 19 of this AgreeJnent. 5. Manage.mEWt. The Members shall have the fuil, exclusive and absolute right, power and authority to manage and control the Company and its property, assets and business, including but not limited t~ the power to bind the Company to any contract or commitment, to make, execute, acknowledge, deliver and file any and all instruments and documents for or on behalf of the Company, to engage ·all agents, employees, contractors, subcontractors and other persons or entities on behalf of the Company, and ta register and qualify the Company as a foreign limited liability company in other jurisdictions in which the Company does or expects to conduct business. The Members shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. The Members may appoint officers at any time with such titles, powers and duties as shall be determined from time to tiJne by the Members. The officers shall serve at the pleasure of the Members, subject to the rights, if any, of an officer under any -1-11Ull.1 I -' j ~ ... , • contract of employment. Any number of offices may be held by the sa:tne person. Subject to the foregoing, Lawrence A. Woodward is appoL~ted President of the Company to serve at the pleasure of the Members; in such capacity, he shall be res~onsible for conducting the day- to-day business and affairs of the Company in accordance with the provisions of this Agreement. 6. Limitation on MP~bers' obligations. No Mel!lber shall be obligated to devote full time to the affairs of the Compa..,y. Each Me:::u:er may become involved in other businesses and occupations and other entities. The Members shall devote to the Company business the amount of time reasonably necessa...ry to manage the business and affairs of the Company. A Me-ml:Jer shall have no obligation to prese..,t any investment opportunity to the Company, even if . the cpportuni ty is of a character consiste..,t with the purpose of the Company and which, if presented to .the Company, could be taken by the Company. Each Me!nber shall have the right to ta.'c.e for the Member I s c--n account or to recollllilend to othe::-s a.."ly investment opportunity. The Melltbers shall have no duties or obligations to one anot.~er except those explicitly stated in this Ac;=eement. 7. Tnd~mnification of Members. The Compa.~y, its successors and assigns, shal.l indemnify, hold har.uless, and pay all jud9111ents and claims against the Me.m:oers, their agents a."ld assigns, arising frcm or in connection with.any liability, loss or damage incurred by any of them by reason of each act perfor.ned or omitted to he performed with respect to the business of the Company, including costs and attorney's fees and any amount expended in the settlelllent of any such claims, u.,less the loss, liability or da.Jnage was caused by the gross negligence, fraud or willful misconduct of the indemnified person. s. Capjtal contributions and !ccoµnts. Each Member shall contribute to the Col!lpany the amount of cash or the agreed value of property or services shown opposite the Member's nal!le on the signature page of this Agreement. No Member shall be required or per.mitted to make any additiona1 contribution to the company except with the unanimous consent of the Members. If anyone is admitted as a new MeJlll:)er to the Company, the Members agree to make appropriate r.evisions to t.~is Agreement, including revisions to the terms governing capital contributions and allocations, as may be appropriate. The admission of a new Member shall not terminate or dissolve the Company. Each MeD1l:ier shall have a capital account equal to that Member's capital contributions plus allocations of net income and minus distributions and allocations of net loss. contributions to the capital of the Compa."1y shall not bear interest. Capital accounts for federal income tax purposes shall be maintained in accordance with the requirements of Treasury Regulation Section 1.704-l(b) (2) (iv). -2-HUU.1 .. \ . ' ; • ( ( 9. Loans Made by Members. The Members contemplate that the company will arrange its financing needs through loans from third parties, however ·it may be necessary or appropriate for such loans to be made directly by one or more of the Members or their affiliates. In the event any such loans are made by a Member or any of the Me:m.be.r's affiliates, the interest rate charged for such funds shall be set at the then prevailing ma=ket rates, and shall not, in any event, exceed the rate available to the Company from third party lenders (taking into account all of the facts and circu:m.stances surrounding the loan). The liability on any such loan shall not increase the MeJnber's capital account and shall not entitle the Member to any increased share of the Company's profits, losses or distributions; provided, however, all such loans (together TJith any accrued interest) shall be repaid in full before any other distribution is made to the Meml:Jers. The tel:"llls of any loans made by a Member shall be made in writing as to amount, interest rate, maturity and repayment schedule. No Member will, however, be required or obligated to loan or advance additional funds to the Company. 10. Compensation of Memb~rs.. The Members may receive reasonable compensation for any goods or services the Members provide to the Company. The compensation shall be paid on terms no less favorable to the Company than it could obtain for goods or services of comparable quality from indepe..~dent third parties in the area where the Property is located. The Company shall pay or reimburse the Members for all expenses of the Company . and its business. 11. Allocations of Prorit and Los~. Subject to the capital account requirements of Sections, all allocations of net profit and net less shall be made to the Members in proportion to their respective percentage interests shown opposite the Member's mune on the signature page of this Agreement, provided that loss allocations to a Member shall be made only to the extent that such loss allocations will not create a deficit capital account balance for that Member in excess of an amount, if any, equal to such Member's share of Company Minimum Gain that would be realized on a foreclosure of the CompanJ's property. Any loss not allocated to a Member because of the foregoing provisions shall be allocated to the other Members (to the extent the other Members are not so limited in respect of the allocations of losses under this Section). Any loss reallocated under this Section shall be taken into account . in computing subsequent allocations of profits and losses, so that the net al!lount of any item so allocated and the profits and losses allocated to each Member pursuant to this Section, to the extent possible, shall be equal to the net amount that would have been allocated to each sue.~ Member pursuant to this Section if no reallocation of losses had occurred under this Section. 12. Distributions. subject to the capital account requirements of Section 8, all distributions of cash or property shall be made first to the Members in proportion to their -3-Ullll.1 unreturned capital contributions until each Member has recovered his capital contributions, together with a preferred return of nine percent ( 9%) per annu:m thereon, . and then to . the MeJnbers in proportion to their respective percentage interests. 13. Accounting, Books and Records.· The fiscal year of the Company shall be the calendar year. The Company books and records shall be kept in accordance with the accounting methods followed for federal income tax purposes. The Me!!l.be.rs shall keep at the principal office of the Company: (A) A current list of the full na.Jne and last k..'"'l.own business or residence address of each Member and of each holder of an economic interest in the Company set forth in alphabetical orde:. together with the contribution and the share in profits and losses of each Member and holder of an economic interest. (B} A copy of the Articles of Organization and this Agreement and all amendments thereto, together with executed copies of any powers of attorney under which the articles and agreement and any amendments thereto have been executed. (C) Copies of the Company's federal, state and local income tax or infoniation returns and reports, if any, for the six most recent taxable years. (D) Copies of the financial statements of the Company, if any, for the six most recent fiscal years. (E) The books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years. on request, the Company will promptly deliver to a Member, at the expense of the Company, a copy of any of the information referred to in (A), (B) or (C) above. Each Mel!lber has the right, from tilne to tiJDe and upon reasonable demand, to obtain (at the Menilier's o1iim expense. except as provided in the preceding sentence} any of the records and info:nnation described in this Section for any purpose reasonably related to the Member's interest as a Mellll:>er. The Company shall send to each Member, within 90 days after the end of each tax year, the information necessary for the Member to complete the Member's tax return with respect to Company matters~ 14.. Transfer aod Assigrnnent. No Me:nber may trans£er or assign his or her interest in the company except with the unanimous vote or consent of the Members. The Members' vote or consent may be given or vi thheld in the Members' sole discretion. Notwithstanding the foregoing, a Member may, without the Members' vote or consent, assign all or a portion of his or her interest in the Company to a spouse, lineal descendants, ancestors, or trustees or custodians exclusively !or the benefit of the Member or any of the foregoing persons. P.ny p_erso.n acquiring an interest from a --i-11uu.1 . ....,..._ r· - { . I ·, Member shall be subject to all the terllls and conditions of _ this Agreement, including the provisions of this Section. The Members may establish reasonable rules with respect to the adJD.ission of any person as a Me.mbel:. The consent of other Members shall be required for admission of an assignee as a Member. An assignee, whether or not adlni. tted as a Mel!lber, shall be entitled to receive the assigning Melllber's share of allocable income and loss and distributions to the extent of the interest assigned. 15. Right of First Refusal. If any Member (the "Selling Member•) wishes to sell or transfer his or her interest in the Company, the Selling Member shall first given thirty (30) days' notice to the Company and to the other Members (the "Offerees11 ) so that the Offerees may have the first right to purchase the interest of the Selling Melllber. The notice shall contain the price and a complete description of the terms on which the Selling Me:mber wishes to sell or transfer the interest. Within thirty (JO) days of receipt of the notice given by the Selling Member, the Offerees shall in writing either accept the offer to purchase the interest of t.~e Selling Melllber on the terms provided in the notice or reject the offer. Failure to accept in writing within the 30-day period shall be deemed a rejection. If more than one Offeree elects to purchase the interest, the Company shall have the first right to purchase the interest up to the extent it has chosen to do so and the remaining Offerees shall have the right to purchase the remaining interest of the Selling Melllber. To the extent it is necessary to apportion the interest to be sold among the remaining Offerees, the remaining Offerees wishing to purchase the interest shall each have the right to purchase in proportion to their respective percentage interests. The closing of the purchase shall occur at such time and place as the parties may mutually agree; if they fail to agree within ten (io) days after te:rmination of the 30-day period, the closing shall occur on the 30th day after termination of the 30-day period at the principal place of business of the Company. If no notice to purchase is given by the Offerees, the Selling Me.ni.ber ?Day transfer or sell the interest within ninety (90) days after the termination of the 30-day period, with the sale or transfer to be consUllllllated on terms no more favorable to the purchaser than those described in the notice. If the terms change or if the Selling Member desires to sell or transfer the interest after expiration of the 90-day period, the sale or transfer shall again be subject to this Section 15. The terms "interest in the Company," "interest ot: a Member," and "Company interests" are defined, for purposes of this Agreement, as the Selling Member's entire interest in the Company or, as applied to the Offerees, the Members' respective shares in the profits and losses and rights to receive distributions of the Company. 16. PowPr to Rewiire Purchase or sale of Membership Interest. At any time after the date hereof, any Me:mber (the "Offering Member") shall have the right to give a written notice to the other Members {the "Other Members") offering to purchase the Company -5-UlllS.1 ... interest held by the Other Members · and requiring that the other ME!lllbers either agree to sell their interests to the Offering Member upon the terms and conditions set forth or that the Other Members purchase the interest of the Offering Member upon equivalent tenns and conditions, in accordance with the following procedure: (A) The Offering Me!nber shall given the Other Members a written offer setting forth the purchase price a...,d other te.rlils and conditions upon which it will purchase the Company interest held by the other Members. · (B) The Other Members shall have sixty (60) days from the date of such. offer to give writte.."1 notice to the Offering Member either accepting the offer to sell or notifying the Offering Member that one or more of th.ell!. will purchase the interest held by the Offering Member. In the event the other Members fail. to accept or reject the offer within the sixty (60) day time period, the Offering Member shall purchase the interests of the other M~ers upon the tenns and conditions set forth in the offer. If more than one other Member elects to purchase the interest held by the Offering Me.I11ber, they shall each have the right to purchase in proportion to their respective percentage interests. (C) An escrow shall be open for the closing of the purchase and sale in the·manner designated in the offer from the Offering Member. The t.ilne period of the escrow shall be not less tb.an one hundred twenty (120) days from the date of the written notice from the Offering Member. All expenses of escrow shall be divided equally between the seller{s) and buyer(s). No brokerage coU1JI1ission shall be payahle as a result of the sale between the Members. ' (D) Unless the offer specifies otherwise, any purchase or sale by a Member in accordance with this Section shall be for cash payal:Jle in full on the date of the purchase or sale. It is specifically agreed that far purposes of determining what is _ an equivalent price, adjustments must be made to reflect differences between the Members' interests in the Company, including their interests in capital, profits and distributions and any loans made to the Company. 17. Rights and Obligations of the Members. Meetings of the Members may be called by any Member representing more than ten percent •. ( 10%} of the interests of Members. Meetings shall be hel.d at the place determined by the Member calling the meeting. Meetings shall be conducted in accordance with rules and regulations adopted by the Members consistent with the provisions of the California Limited Liability Company Act. The Members shall be free to vary any provisions of that Act with respect to meetings as fully as if the rules and regulations adopted by the Members were part of this Agreement and approved by each of the Members. The following matters shall require unanimous vote of all Members: -6- ........ (A) A decision to continue the business of the Company after dissolution .of the Company pursuant to Section 19. (B) Approval of the transfer of a meml:lership interest and admission of the assignee as a Member of the Company. (C) Any amendlnent of the Articles of Organization or ~is Agreement. In all other matters in Which a vote is required, a vote of a majority in interest of the Members shall be sufficient. No Member shall have the right or power to resign or withdraw or reduce the capital contribution of the MeJD.ber except on dissolution and liquidation of the Company. Members as a group shall constitute an audit co:mmittee of the Ccmpany, which shall have the authority and responsibility to rerview Company financial statements, tax returns, and accounting practices of the Company, and to make rec01nmendations with respect to those matters. 18. Events concerning Members. No Member may withdraw or resign £rom the Company be.fore the dissolution of the Company. The dejath, retireJnent, expulsion, bankruptcy or dissolution o:f a Member smll not dissolve the Company, but the Members rights to receive a share of the profits, losses a11d distributions of the Company on the happening of such an event shall devolve upon the MeJnber I s successor or legal representative, subject to the terms and cccditions of this Agreement, and the Company shall continue as a liJltited liability company; the successt)r or legal representative of the Melllber shall be liable for all of the Member's obligations as a Melnber and may exercise the Member's rights for the purpose of settling the Member's estate or administering the Members property, including any power the Member had to give an assignee the right to become a Member, but in no event shall such successor or legal representative become a Member unless the requirements of Section 14 are satisfied. 19. Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following events: (A) The expiration of its term as provided in Section 4; (B) ·-The written consent of all Members to dissolve; or (C) The sale of all or substantially all of the assets of the Cocnpany and the distribution of the proceeds to the MeJilbers. On dissolution, the business of the Company shall be wound up by the Members, unless the Members are is unable to do so, in which event a person selected by all of the Members shall wind up the Company business. In winding up the Company business, the assets shall be liquidated or distributed in kind, and any available -7-UllU.l ..J.._,. I --. -' • ' .• t . . . \ proceeds shall be applied in the following order of priority: (l) to creditors, including Melnbers who are creditors, to the extent otherwise permitted by . law, in satisfaction of Company debts, including expenses of the liquidation, e-~cept for obligations owed to secured creditors which will be assumed by any person to whom the property securing the obligation is transferred; (2) to the creation of a reasonable reserve for the payment or provision for payment of any further liabilities and expenses; and (3) to the paYlnent of a.:mounts due to. Members with respect to their interests in the Company. On dissolution and liquidation, amounts shall be distributed to Mel!lbers in accordance with their capital accounts. Property distributed in kind shall be valued by the Members or person winding up the Company business and any gain or loss shall be allocated to the Melllbers pursuant to Sections a, 11 and 12. A Member who winds up and liquidates the business of the Company shall be entitled to reasonable compensation. 20. Amendments. This Agreement may be amended only by a writing signed by all of the Members. 21. G~neral Provisions. (A) Any notice given under this Agreement shall be in writing and shall be served. either personally or del.ivered by electronic means or U.S. mail, postage prepaid, first class. Notice shall be deeJned given at the time of personal delivery or deli very to a common carrier, or on deposit in the mail. Each Member shall provide the other Members with an address to which notices intended for that Member may be delivered. Any Member may change the address for notices by giving appropriate notice under this Section. ' (B) Each Member agrees to execute, with acknowledgment or affidavit if requested, all docwnents and writings reasonably necessary or appropriate in the creation of the Company and the achievement of its purpose. ( C) In any dispute between or axnong the Members, whether or not resulting in litigation, the prevailing party or parties shall be entitled to recover from the other party or parties to the dispute ail reasonable costs, including without limitation reasonable attorneys' fees. (D) This Agreement constitutes the entire understanding of the Members with respect to its subject matter and supersedes all prior agreements and understandings with respect to the matters provided in this Agreement. (E) All provisions of the California Limited Liability Company Act, as amended, shall be deemed to be superseded by the express terms of this Agreement to the extent necessary to effectuate the intent of the parties as reflected by this Agreement. -8-llllU.1 • ·•r-· ~ .. ,• ·,, ,, ( -. (F) Subject headings are included in this AgreeJnent for purposes of convenience only and shall not be deemed part of this Agreement. 2 2. Representations of Memb@rs. Each Me.mber here1:>y represents and warrants to the other Members and to the Company that: (A) His investment in the company is for his own account and not for the account or benefit of or as agent for anotheri (B) He has obtained or been given the opportunity to obtain such additional information concerning the Colllpany and its proposed business, and has had the opportunity to ask questions o! and receive satisfactory answers from the other MeJnbers, to enable the Member to eva1uate the merits and risks of his investment in the Company; (C) He has had a preexisting personal or business relationship with the other Members; (D) He has such business and financial eXperience as has enabled the Member to evaluate the merits and risks of his investment in the Company and as will enable the Member to protect his interest in the Company. ('E) His financial condition is such that the Member can withstand a possil:ile loss of his investment in the Company. (F) He fully understands the nature of his interest in the Col11.pany and the restrictions upon'the transferability of such interest; {G) He confirms and is aware that the offering and sale of the interests in the Company have been made in a privately negotiated transacti9n and in reliance upon exemptions from registration and qualification under federal and state securities l.aws and that no governmental agency has reviewed or :made any findings or determination concerning the adequacy of information furnished, the fairness to the Members of an investment in the Company or any other :matter relating to the Company; and (H) He is acquiring his interest in the Company for investment purposes and without any present intention of reselling or otherwise disposing of such interest. It is likely that there will be.no public market for his interest in the Company and that, accordingly, it may not be possible for the Member to readily liquidate his investment in the Company. 23 . Company Counsel. The company has retained the law firm of Sullivan, Hill, Lewin, Rez, Engel & LaBazzo, a Professional Law Corporation (''Company counsel") to file the Articles and prepare this Agreement. Each Member acknowledges that he (a) has been advised that his interest and objectives may conflict with those of -9-uun.1 ·• .J . . ~'-''' y-.;Ji c..i--._ ....... ----' -. (. I° ' the other Members, (b) bas been advised that this Agreement has tax consequences, (c) l.s entitled and has been encouraged to seek independent counsel of his choice concerning this Agreement and its tax consequences, (d) has obtained independent legal and tax advice or bas chosen not to do so, (e) has not relied on the advice of Company counsel in entering into this Agreement nor does Company counsel owe him any duty arising out of an attorney-client relationship, and (f) consents to the preparation of this Agreement and related documents by Company Counsel. Each Member further acknowledges that Company Counsel has represented and may continue to represent Ronald W. CUr:rie, Lawrence A. Woodward and their affiliates in other related and unrelated lnatters. Notwithstanding any adversity that may develop, if any dis!)ute or controversy arises between or among any Members of their affiliates, or bet-:Jeen any Me.nibers or their affiliates and the co~pany, then each Member agrees that Company Counsel may represent either Ronald W. CUXrie or Lawrence A. Woodward (or their affiliates), or both, in any such dispute or controversy to the extent permitted by the california Rules of Professional Conduct, and each Member hereby consents to such representation. - IN WITNESS WHEREOF, the Members have signed this Agreement as of the date first set forth al::>ove. Percentage capital contributions se.-....-vices to be contributed (no value for capital purposes) I~::ests ~a. w~~ · Lawrence A. Woodward , Land having an agr~ed · SO% value of$ ______ _ Peter o. Shea for capital purposes plus$ _______ cash ..... $ _____ _ cash 10~ -- -10-llllU.1 <· I •. FIRST AMEHPMENT TO OPERATING AGREEMENT .[OB' CAC: ASSOCIATES LLC a California limited liability company This Agreement (11First Amendment") is made as of October 1, 1997 among LAWRENCE ·A •. WOOCWARD, PETER 0. SHEA and RONALD W. CURRIE, being al.l of the Members of CAC ASSOCIATES LLC, a California limited liability company ("Company''), and constitutes the First Amendment to the Operating Agreement for the Company dated .as of May 20, 1997 ("Operating Agreement"). · The parties agree as follows: · 1. Amendment. Section 3 of the Ope.rating Agreement is amended to read as follows: 3, · Pu~poa~. The purpose of the company is to acquire, own, develop, improve, operate, manage, lease, hold for investment, sell, exchange·or otherwise dispose of and deal with that certain land described as (a) Lot 41 of Carlsbad Tract No. 81-46, Unit No. 2, in the city of Carlsl:)ad, County of San Diego, state of California, according to Map thereof No. 11288, and (b) Lot 106 of Carlsbad Tract No. 85-24, Unit 5 Carisbad Research center, in th~· 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 County on May 26, 1991. 2. Reeffinnation. Except as set forth in this First Amendment, all of the terms and provisions of the Operating Ag~eement shall remain in full force and effect. 3. Defined Terms. terms used herein shall Operating Agreement. Unless, otherwise defined herein, all have the meanings set forth in the IN WITNESS WHEREOF, the parties have signed this First Amendment as of the date first set forth above. ~a--uJ~cvSJ___ ,,.,, Lawrence A. Woodward 116681. l Z"d ·7t1·13 77TH Nt/flI77nS Wd6't:t70 L.6, E0 !JO