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HomeMy WebLinkAboutBentley Equity LLC; 2002-09-27;AMENDED AGREEMENT BETWEEN CITY AND BENTLEY EQUITY, LLC FOR PAYMENT OF EIR CONSULTANT THIS AGREEMENT, made and entered into as of the day of A+\ , 2004, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City,” and Bentley Equity, LLC hereinafter referred to as “APPLICANT”, shall serve to amend the previous contract dated September 27, 2002, attached hereto. All provisions of the original contract shall remain in effect, except that as outlined in the Consultant’s revised proposal, dated March 11, 2004, attached hereto, the Work Program referenced in Section 2 shall be amended to include the additional work outlined therein, and the fee payable by Applicant as referenced in Sections 4 of the contract shall be increased by Twenty-seven thousand three hundred sixty dollars ($27,360.00) for the additional work, making the maximum fees payable a total of One hundred sixty-two thousand two hundred ninety five dollars ($1 62,295.00). IN WITNESS WHEREOF we have hereunto set our hands and seals. Bentley Equity, LLC a California limited liability company by its Managing Member David M. Bentley CITY OF CARLSBAD, a municipal corporation of the State of California NarpmLContractn City Manager or Mayor ATTEST: (sign here) dl (print namehitle BY: (sign here) RRAINE M. WOOD, City Clerk (print name/title) ‘ APPROVED AS TO FORM: RONALD p. BALL, City Attorney 1 City Attorney Approved Version 03/17/04 March 11. 2004 Ms. Barbara Kennedy City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008-73 14 Subject: Recirculation of EIR Sections and Request for Additional Services for Cantarini/Holly Springs Project Dear Ms. Kennedy, As requested, Mooney & Associates’ staff members have conducted a preliminary review of the revised materials for the Cantarini/Holly Springs Project, including the latest tentative map, and the following documents submitted by the applicant: 1) Revisions to Project (Biological Resources) Impacts for Cantarini Ranch and Holly Springs; 2) Conceptual Mitigation and Monitoring Plan; 3) Addendum to Preliminary Hydrology Report; 4) Trails and Circulation Plan, Landscape Concept Plan, and other correspondence between the Project Applicant and the City of Carlsbad (City). Based on our March 9, 2004 meeting, we understand the scope of work to be recirculation of an errata document and sections of the Draft Environmental Impact Report (EIR) for public review. The following is a scope of work and cost estimate to complete the following tasks in support of recirculating sections of the Draft EIR: 1) prepare an errata to the Draft EIR documenting the proposed revisions; 2) revise appropriate sections of the Draft EIR; 3) make additional copies of documents for recirculation and for the Final EIR and; 4) respond to public review comments and incorporate recirculated sections into final EIR. Conducting an analysis of the project revisions and preparation of the necessary documents is beyond the scope of the existing contract between Mooney & Associates and the City. As a result, the existing contract will need to be augmented to cover the cost of the additional work. SCOPE OF WORK Task 1 - Errata to Draft EIR The errata document will be the introduction to the recirculated document. It will include a discussion and listing of all revised documents. Exhibits will be prepared showing revised project features including the revised tentative map, trails plan, and revegetation plan. An analysis of the effects of the Project on each issue category of the Draft EIR will be completed and presented in the errata. The errata will also contain a discussion of the California Environmental Quality Act (CEQA) requirements regarding recirculation. Task 2 - Revise Draft EIR Sections Individual Draft EIR sections, modified to address the revised project materials, will be prepared and included in the recirculated document. Based on an initial review of the project changes, it is anticipated that the Land Use, Biological Resources, and Hydrology/Water Quality sections will need to be modified. Modifications will include relatively minor changes to the text and exhibits. Other portions of the text in these sections will also be revised as appropriate to respond to existing comments on the Draft EIR. In accordance with CEQA 9903 Businesspark Avenue San Diego, California 92131-1 120 www.bfma.com (858) 578-8964 FAX (858) 578-0573 Ms. Barbara Kennedy City of Carlsbad March 11,2004 Page 2 Task Completion of ErratdRevised Draft ElR Sections CitylApplicant Review of ErratalRevised Drafl EIR Sections Produce Documents and Commence Public Review of ErratdRevised Drafl EIR Sections Completion of Public Review of Errata Revised EIR Sections Response To Public Review Comments and Preparation of Final EIR CitylApplicant Review of Final EIR Completion of Final EIR guidelines, the City will only need to respond to comments received on the recirculated sections. Previous comments on the recirculated sections will be disregarded. Responses to comments on other sections of the Draft EIR that are not recirculated will be attached to the Final EIR. Weeks from Notice to Proceed (NTP) . 2 3 4 8-10 9-1 1 10-1 2 11-13 Task 3 - Production of Documents for Recirculation Mooney & Associates will make the necessary number of copies of the errata, revised sections. and the revised project materials including a letter report on revised biological resources impacts, revegetation plan, trails plan. and an addendum to the original hydrology report as attachments for recirculation. In accordance with the original contract, fifty-one (5 1) copies will be prepared and submitted to the City for distribution. A compact disk with all digital files will also be prepared and submitted to the City. Task 4 - Respond to Public Review CommentslIncorporating Recirculated Sections into Final EIR Mooney & Associates’ staff will respond to comments received during public review of the errata and recirculated EIR sections. All responses will be attached to the Final EIR. For purposes of this proposal, it is assumed that Mooney & Associates will respond to a total of seventy (70) comments that are substantially different than that previously submitted on the Draft EIR. Any changes to the Project requested by comments will be forwarded to the Project Applicant for consideration. Following approval of the responses to public review comments, Mooney & Associates’ staff will prepare a Final EIR, incorporating the results of the recirculation. Following approval of Final EIR by City staff, Mooney & Associates will prepare the necessary copies of the Final EIR including the recirculated sections and attachments for distribution by the City. SCHEDULE Mooney & Associates understands the need to complete the errata or recirculated sections of the Draft EIR and reach a public hearing as soon as possible. As shown in the following schedule, Mooney & Associates commits to quickly preparing materials necessary for recirculation. A thirty (30) day public review period will be requested. However it is likely that the standard forty-five (45) day review period would be requested by federal and state agencies involved in review of the project. Within one (1) week following public review, Mooney & Associates staff will complete responses to public review comments and prepare a Final EIR for review by the City. It is anticipated that the recirculation process could be completed within eleven (1 I) to thirteen (1 3) weeks of the Notice to Proceed (NTP). COST The cost information presented herein reflects our “not-to-exceed’’ estimate of the work necessary to provide professional services based on our knowledge of similar projects. The following is an estimate for the individual tasks: 1. Errata to the Draft EIR - $6,500 Ms. Barbara Kennedy City of Carlsbad March 11, 2004 Page 3 2. Revise EIR Sections - $5,040 3. Production of Documents for Recirculation - $4,940 4. Response to Public Review Comments/Incorporating Recirculated Sections into Final EIR - $9.880 The cost information presented herein reflects our estimate for the tasks described in this augment at a total estimated cost of $27,360. These fees are for professional services and miscellaneous costs such as mileage. materials, reproduction, fax, etc and will be billed on a time and materials basis in accordance with our 2004 billing rate s.heet. Services shall not exceed the quoted fee without prior written approval. The total cost estimate for completing tasks includes a $1,000 estimate for direct costs. The cost estimate will represent an augment to our existing contract. With the authorization of $27.360, the contract value will increase from $134,935 to $162,295. If you have any questions or require additional information, please contact Jim Harry or myself at (858) 578- 8964. --Ti$?& I 1 - <2J4--, Brian F. Mooney AICP Managing Princidal I Attachment: Cost Table 2004 Billing Rate Sheet I’ Admin PROI’OSMd 0 1>-2004 Letter Propopota1.r c March 2004 P-2004 Cantannor-Holly Springs Augment doc EXECUTION OF AGREEMENT This proposal will become a formal contract with the signature of an authorized representative of the City and receipt by Mooney & Associates of the signed proposal. The terms of this proposal will remain valid for a period of 60 daysfiom this date. The agreement may be terminated by either party upon receipt of written notice by the other party. In this event, Mooney & Associates is entitled to recover expenses up to and including the date of receipt of written not$cation. I hereby agree to the terms and conditions as stated above and authorize Mooney & Associates to begin work. Name/Title Date Note: Please sign and return this original and keep the copy for your files. Thank You. Cost Estimate for Cantarini/Holly Springs RecirrulatiodFinal EIR Hrs/ Task Staff Rate l'nits cost Task Subtotal TASK 1 - ERRATA TO EIR Senior Planner IV Project Manager Ill Assistant Planner IV Word Processor 11 Graphic Artist 111 Clerical Support TASK 2 - REVISE EIR SECTIONS Land Use Project Manager 111 Assistant Planner Iv Biological Resources Project Manager 111 Assistant Planner 1v Project Manager 111 Assistant Planner Iv Senior Planner IV Hydrology/M'ater Quuli?~ QMQC $105 $100 $60 $55 $55 $30 Total Task 1 $100 $60 $100 $60 $100 $60 $105 Total Task 2 4 32 35 8 4 4 4 16 4 16 4 4 16 TASK 3 - PRODUCTION OF DOCUMENTS FOR RECIRCULATION Word Processor 11 $55 16 Graphic Artist 111 $55 8 Production Manager $10 8 Produce copies of DElR & Tech Report2 $60 51 Total Task 3 TASK 4 - RESPONSE TO COMMENTS' I INCORP RECIRC SECTIONS IN FINAL EIR Senior Planner IV $105 12 Project Manager I11 $100 32 Assistant Planner IV $60 32 Word Processor I1 $55 8 Produce copies of FElR & Tech Repod $60 51 $ 420.00 $ 3.200.00 $ 2,100.00 $ 440.00 $ 220.00 $ 120.00 s '6.500.00 $ 400.00 $ 960.00 $ 400.00 $ 960.00 $ 400.00 $ 240.00 $ 1,680.00 s 5,040.00 $ 880.00 $ 440.00 $ 560.00 $ 3,060.00 s 4,940.00 $ 1,260.00 $ 3,200.00 $ 1,920.00 $ 440.00 $ 3,060.00 Total Task 4 s 9,880.00 Total Labor and Materials s 26.360.00 Total s 27360.00 Direct Costs s1,ooo ' Response to comments includes up to 70 individual comments that are substantially different than that previously submitted on the Draft EIR. Costs to respond to an extensive number of comments or comments raising legal challenges that require attorney review will be evaluated at the end of the public review period. ' Mooney & Associates will make the necessary number of copies of the errata, revised sections. and the revised project materials inluding a letter report on revised biological resources impacts, revegetation plan, trails plan, and an addendum to the original hydrology report as attachments for recirculation and the Final EIR. 1 MOONEY & ASSOClATES STANDARD BILLING RATES ManaginP Principal Proiect Managers Senior Project Manager Project Manager IV Project Manager Ill Project Manager II Project Manager I PolicvlEnvironmental Planners Principal Planner Senior Planner IV Senior Planner I11 Senior Planner 11 Senior Planner I Associate Planner IV Associate Planner 111 Associate Planner II Associate Planner I Assistant Planner IV Assistant Planner I11 Assistant Planner I1 Assistant Planner I Landscape Architect Principal Landscape Architect Senior Landscape Architect I1 Senior Landscape Architect I Associate Architect I1 Associate Architect I Assistant Architect II Assistant Architect I $ Hourly Rate $145.00 - 20.00 10.00 00.00 90.00 80.00 $1 15.00 105.00 100.00 90.00 85.00 80.00 75.00 70.00 65.00 60.00 55.00 50.00 45.00 $115.00 95.00 85.00 75.00 65.00 55.00 45.00 Scientists Principal Scientist Senior Scientist IV Senior Scientist Ill Senior Scientist I1 Senior Scientist I Associate Scientist IV Associate Scientist 111 Associate Scientist II Associate Scientist I Assistant Scientist IV Assistant Scientist III Assistant Scientist II Assistant Scientist I Field Technician Technical Services Quality Control Officer Contracts Officer Marketing Manager CIS Coordinator CAD Operator II CAD Operator I Graphic Coordinator I1 Graphic Coordinator I Graphic Artist 111 Graphic Artist I1 Production Manager Word Processor I11 Word Processor II Word Processor 1 Clerical Support Technician Court Testimony Hourly Rate - $1 15.00 105 .OO 95.00 90.00 85.00 80.00 75.00 70.00 65.00 60.00 55.00 50.00 45.00 35.00 $105.00 95.00 70.00 90.00 75.00 65.00 65.00 55.00 55.00 45.00 70.00 60.00 55.00 50.00 40.00 40.00 $250.00 General Terms 1. 2. 3. Labor rates are effective from January 1,2004 through December 3 1,2004. Scientist classification includes technical disciplines Le., Archaeologist, Biologist, Historian. Travel, reproduction, color printing, plotter charges, blueprinting, telephone, supplies, fees, and other non-labor direct costs are billed at cost plus 15%. Per diem charges are based on reasonable and actual costs. Mileage will be charged at $0.37 per mile. Off-road vehicles will be billed at $40 per day plus $0.45 per mile. Subconsultants are billed at cost plus 15%. Billing invoices will be prepared monthly for work in progress unless otherwise agreed. Invoices are to be paid to Mooney & Associates, 9903 Businesspark Avenue, San Diego, California, 921 3 1, within 30 days after invoice date. If payment is not received within 30 days, Mooney & Associates reserves the right to stop work. Any invoices that are not paid within 30 days are subject to a service charge of 1.5% per month on the unpaid balance. Client agrees to pay legal costs, including attorney's fees, incurred by Mooney & Associates in collecting any amounts past due and owing to client's account. 4. 5. 6. AGREEMENT BETWEEN CITY AND BENTLEY EQUITY, LLC FOR PAYMENT OF EIR CONSULTANT THIS AGREEMENT is made this 277u day of HI&"BG& 20&, between the CITY OF CARLSBAD, a municipal corporation of the State of California, hereinafter referred to as CITY, and Bentley Equity, LLC hereinafter referred to as "APPLICANT". RECITALS WHEREAS, the APPLICANT has filed with the CITY a request for approval of a proposed project identified as Cantarini RanchlHolly Springs requiring an Environmental Impact Report; and WHEREAS, CITY has determined that its current staff is inadequate in number to process the Environmental Impact Report in a timely and thorough manner; and WHEREAS, APPLICANT in order to ensure the expeditious processing of said Environmental Impact Report desires to pay to CITY the amount necessary to hire a CONSULTANT. NOW, THEREFORE, in consideration of the covenants and conditions, it is agreed as follows: 1, The CITY will engage the firm of Mooney & Associates hereinafter referred to as "CONTRACTOR to perform the necessary work in the processing and monitoring of the Environmental Impact Report for that area more particularly depicted upon a site map attached as Attachment "A and made a part of this agreement. /I/ I// 1 Rev. 07/31/00 2. It is understood that the CONTRACTOR services shall conform to the Proposal attached as Attachment "B" and made a part of this agreement, and may require: a) Field exploration; b) Weekly communication with the City staff; c) Written reports; and d) Such other work necessary to properly evaluate the proposed project as directed by the Planning Director. 3. It is understood that the CITY will direct the CONTRACTOR to complete a draft and final Environmental Impact Report at the earliest feasible time. The CITY will advise the APPLICANT in writing of any impacts which may render the proposed project infeasible within a reasonable time after CITY has received the CONTRACTOR'S conclusions in writing. 4. The APPLICANT shall pay to the CITY the actual cost of the CONTRACTOR 's services. Such cost shall be based on the costs set forth in Attachment "C". The APPLICANT has advanced the sum of One Hundred Thirty-four Thousand Nine Hundred Thirty-five Dollars ($ 134,935.00) as payment on account for the actual cost of the CONTRACTORS services. In the event it appears, as the work progresses, that said sum will not be sufficient to cover the actual cost, the CITY will notify the APPLICANT of the difference between the amount deposited and the new estimated cost. CITY will ensure, to the extent feasible, that no further work will be performed by the CONTRACTOR incurring an obligation beyond the amount advanced without an appropriate amendment to this Agreement. If the actual cost of preparing the report is less than the APPLICANT'S advance, any surplus will be refunded to 2 Rev. 07/31/00 APPLICANT by CITY. 5. It is understood that the CONTRACTOR shall be an independent contractor of the CITY and CITY shall not be liable for any negligent acts or omissions of the CONTRACTOR. The APPLICANT agrees to permit the CONTRACTOR to enter upon his property and to perform all work thereon as the CONTRACTOR deems necessary to complete the Environmental Impact Report. It is agreed that the APPLICANT will not interfere with the CONTRACTOR in the performance of such work or attempt to influence such CONTRACTOR during the course of his investigation and report. 6. It is understood that the CITY will attempt to bring the Environmental Impact Report to Planning Commission and City Council as soon as possible, barring no delays from the APPLICANT. 7. The City shall not be required to defend any third party claims and suits challenging any action taken by the City with regard to any procedure or substantive aspect of the City’s environmental process and approval of development of the property. If the City, in its sole and absolute discretion defends such action or proceeding, the Applicant shall be responsible and reimburse the City for whatever legal fees and costs, in their entirely, may be incurred by the City in defense of such action or proceeding. The City shall have the absolute right to retain such legal counsel as the City deems necessary and appropriate. Applicant shall reimburse the City for any award of court costs or attorney fees made against City in favor of any third party challenging either the sufficiency of a negative declaration or EIR or the validity of the City’s approval of the application. This obligation survives until all legal proceedings have been concluded and continues even if the City’s approval is not validated. 3 Rev. 07/31/00 IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written. Executed by APPLICANT this 30' day of L J f ,20&. APPLICANT: Bentley Equity, LLC a California limited liability company, by its Managing Member, David M. Bentley (Name,pWylic BY: ( I f (sign here) ATTEST: (print name herekitle) (sign here) (print name herehitle) (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution signing to bind the corporation.) certified by the secretary or assistant secretary under corporate seal empowering the officer(@ authorizing the partner to execute this instrument). (If signed by an individual partner, the partnership must attach a statement of partnership APPROVED AS TO FORM: RONALD R. BALL, City Attorney 1 eputy City Attorney 4 Rev. 07/31/00 STATE OF CALIFORNIA COUNTY OF SAN DIEGO On AuG USr 3s !"before me, "5 F - s.'kkkE& Notary Public, personally appeared DAiJ I 0 ,U . fkm~ F , [ 1 PdY !asw&x~ - orm proved to me on the basis of satisfactory evidence to be the person($ whose name(@) is/= subscribed to the within instrument and acknowledged to me that he/sk%likej. executed the same in hish&bek authorized capacity(k), and that by hisbdtheir signature(8) on the instrument the person@), or the entity upon behalf of which the person(@ acted, executed the instrument. WITNESS my hand and official seal. Opature of Notary) ATTACHMENT A CANTARINI/HOLLY SPRINGS JOINT EIR EIR.02-02 ATTACHMENT B CANTARlNl RANCHlHOLLY SPRINGS SUBDIVISIONS AND RELATED APPLICATIONS ENVIRONMENTAL IMPACT REPORT SCOPE OF WORK EIR 02-02 SCOPE OF CONSULTANT SERVICES The consultant shall prepare an Environmental Impact Report for the Cantarini Ranch and Holly Springs subdivisions and related applications which is acceptable to the City. The EIR shall be prepared pursuant to all applicable state laws and shall conform to the California Environmental Quality Act (CEQA) and State EIR guidelines. The consultant shall be responsible for the accuracv and completeness of all information contained in the Final Draft EIR. If the Consultant does not wish to accept responsibilitv for the information contained in the technical studies, the Consultant shall provide to the Citv statements sianed bv the appropriate technical consultant acceptina responsibilitv for the accuracy and completeness of anv studiesheports preDared bv that technical consultant. These siqned statements of responsibility shall be made a part of the appendices of the EIR. The Consultant shall: 1. Obtain all reference material and conduct all research and field data collection necessary to prepare the EIR. 2. Identify, discuss and develop appropriate mitigation monitoring programs for any impacts which may be associated with the short-term andlor long-term development of the site. 3. Provide five (5) screen check draft documents for city staff review which will be consistent with CEQA and the Carlsbad Environmental Protection Ordinance (Title 19 of the Carlsbad Municipal Code) within six (6) weeks from entering into agreement with the City. 4. Provide five (5) copies of the revised Draft EIR text, including appendices and exhibits, which incorporate staffs written recommendations and revisions to the screen check Draft EIR, in addition to the first draft of a Mitigation Monitoring and Reporting Program and Candidate Findings of Fact within ten (10) weeks from entering into agreement with the City. 5. Provide fifty (50) copies plus one (1) reproducible master of the City-approved Draft EIR with appendices, exhibits, and Mitigation Monitoring and Reporting Program. Twenty-five (25) of those copies shall be in 3-ring, loose-leaf binders, and twenty-five (25) shall be spiral-bound copies. 6. Provide ten (10) copies of the City-approved Draft EIR with appendices, exhibits, and Mitigation Monitoring and Reporting Program on CD's, including one (1) Master CD from which copies can be made. 7. Respond to comments made during the Draft EIR public review period. Consultant shall submit written responses to comments and provide five (5) screen check Final EIR documents which include all comments on the Draft EIR within two (2) weeks after the public review period. In addition five (5) copies of the Candidate Findings of Fact incorporating staff's comments shall be submitted. 8. Provide five (5) copies of the Final Draft EIR, including appendices and exhibits, which shall incorporate staffs written recommendations and revisions to the screen check Final EIR, a Mitigation Monitoring and Reporting Program and a separate submittal consisting of the Candidate Findings of Fact within two (2) weeks of receiving the written comments from City Staff on the responses to comments and the Final EIR. 9. Provide fifty (50) copies plus one (1) reproducible master of the City-approved Final EIR with appendices and exhibits. Twenty-five (25) of those copies shall be in 3-ring, loose-leaf binders, and twenty-five (25) shall be spiral-bound copies. 10. Provide ten (10) copies of the City-approved Final EIR with appendices, exhibits, and Mitigation Monitoring and Reporting Program on CD's, including one (1) Master CD from which copies can be made. 11. Attend up to ten (1 0) meetings, including but not limited to: rn One (1) kick-off meeting with City Staff. rn One (1) public scoping meeting. rn Two (2) meetings with staff to discuss issues regarding the preparation of rn One (1) meeting with staff to review comments on the screen check draft. One (1) meeting with staff to review responses to public comments and Up to three (3) public hearings with presentations as necessary as the screen check draft. the final draft. determined by City staff. 1. In addition, as part of the proposal, the consultant should provide a detailed Work Program designed to comprehensively address and analyze the scope of issues identified and described below: -2- INTRODUCTION AND EXECUTIVE SUMMARY The introductory chapter and executive summary is a required section under CEQA. This section should provide sufficient detail to evaluate and review the environmental impacts of the project, but not excessive detail. It may be used as a “stand alone” document. Tasks: 1. The consultant shall prepare an introductory chapter and executive summary pursuant to all applicable CEQA requirements. This section should identify the project location and boundaries on detailed regional maps. It should include a general description of the project’s technical, economic, and environmental characteristics. It should include a statemeht briefly describing the intended uses of the EIR. It should also list the agencies which are expected to use the EIR in their decision-making and the approvals for which the EIR will be used. This section must itemize and discuss briefly each significant effect of the project, as well as proposed mitigation measures required and alternatives which would reduce or avoid that impact. It should identify areas of controversy and issues raised by agencies or the public. Issues which would remain to be resolved should be called out, including the choices among alternatives and whether or how to mitigate the significant impacts. The EIR shall comprehensively address and analyze the scope of issues identified and described below: AGRICULTURAL RESOURCES Proiect Background About a third of the combined project area is being used for on-going agricultural activities. Agricultural uses were established on the site between 1928 and 1960. Approximately 70 acres of farmland will be impacted due to the proposed development. If the HMP is adopted, the project will be required to pay an agricultural mitigation fee to off-set the impacts. Although none of the property is listed as “prime” agricultural land, the southwest portion of the site is designated as “S” Farmland of Statewide Importance and the southeast portion is designated as “L” Farmland of Local Importance according to the San Diego County Important Farmlands Map, California Department of Conservation, 1992. Further analysis is necessary to determine if that loss is significant. 1. The consultants shall describe the project’s agricultural setting and analyze the agricultural quality of the site and the impact of the project on state and local -3- agricultural resources. This shall include an analysis of type, amount, location, and economic value of the farmland which will be converted to non-farming uses. It shall also identify any impacts conflicts with thresholds for farmland conversion established by the State Department of Conservation. 2. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant and/or direct and indirect impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. AIR QUALITY Proiect Backaround The project contains a pedestrian and bicycle trail system which will connect to the citywide trail system. While this system will provide for these alternative forms of transportation to the automobile it is not anticipated that it will result in a significant reduction in average daily vehicle trips. Mass transit will be limited to bus routes determined to be feasible by the North County Transit District (NCTD). Although the project has been designed to encourage pedestrian traffic to the greatest extent possible and to accommodate public transit adjacent to the multi-family housing project, the development of the proposed project will result in an incremental increase in local and regional air pollution. Grading for the project may also contribute significantly to the generation of fugitive dust. The San Diego Air Basin is classified as a “severe” non-attainment area for both federal and state standards for ozone (smog). The San Diego Air Basin also exceeds the state standard for airborne particulate matter. Impacts from the project may include construction emissions, equipment exhaust, fugitive dust, and vehicle emissions. The project’s impact may be significant as the region presently does not meet air quality standards. Additional mitigation measures may be necessary such as providing for public transit in the project design and development of the trail system to serve both recreational and non-motorized transportation purposes. Tasks: 1. The consultant shall discuss the project setting, including a review of the regional meteorology. The consultant shall review and address both short-term and long- term air quality impacts of the project. Recommended analysis to determine emissions resulting from the project may include: A. Provision of a summaty of required emissions data; -4- 2. 3. B. Calculations of air quality impacts and emissions during construction and operation of the project; and, C. Modeling of air quality impacts, including modeling of ambient air quality. Air quality impacts shall be analyzed in regard to the following: A. Project emissions from vehicular and stationary sources B. GradinglBlasting and Construction C. Compliance with federal and state standards as well as regional air quality attainment plans. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. ARCHAEOLOGICAL AND PALEONTOLOGICAL RESOURCES The Cantarini Ranch project area was surveyed for cultural resources in 1998 which resulted in the identification of seven cultural resource locations. A subsequent Significance Evaluation was prepared and determined that none of the sites were considered unique under CEQA guidelines, since the sites were found to have undergone dramatic transformation and did not contain the quantity, quality, or variety of artifacts necessary to address important research questions. The report concluded that no additional testing, preservation, or monitoring during construction would be necessary. The Holly Springs area was also surveyed for cultural resources in 1999. No cultural resource sites were identified, nor were there any previously recorded cultural resource sites identified through research of archives and documents. The subject sites are located in an area identified by the General Plan as an area which could contain potentially significant fossil areas. Some areas of the project site consist of soil formations (Pleistocene-aged Terrace Deposits and soils of the Santiago and Lusardi Formations) which have a high potential to contain fossils. Mass grading required for development of the proposed project may result in potentially significant impacts to paleontological resources. These impacts may be mitigated to below a level of significance by incorporation of a monitoring program and collection of fossils, if any are identified during cutting. -5- Tasks: 1. The consultant shall demonstrate that he meets the minimum qualifications for Cultural Resource Professionals required by the “City of Carlsbad Cultural Resource Guidelines” dated December 1990. 2. The consultant shall perform a third party review of the cultural resouxe reports and incorporate the findings of the review into the text of the EIR. 3. The consultant shall evaluate the site with respect to soil types known to contain possible paleontological resources. These areas shall be surveyed and mitigated if found significant. The City has a standard two phased program which is required to be undertaken to avoid possible significant impacts on paleontological resources. 4. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. BIOLOGICAL RESOURCES Proiect Description Impacts to biological resources are expected to occur as a result of the proposed project. Portions of the site have been previously graded to accommodate the agricultural uses. Native vegetation exists on the majority of the Holly Springs site and primarily on the west half of the Cantarini property. Recon has prepared Biological Resources Reports and Impact Analysis for both the Cantarini and Holly Springs sites. These studies shall be utilized in the preparation of this section of the EIR. Much of’the project site will be preserved in open space through the City’s draft Habitat Management Plan (HMP), adopted by the City Council. Although the HMP has not yet been adopted by outside agencies, the mitigation measures contained in the draft HMP will be applicable to these projects. Tasks: 1. The consultant shall describe the biological setting and shall perform a third- party review of the Biological Resources Report and Impact Analysis, and Wetlands Delineation Reports. The consultant shall evaluate the methodologies and conclusions contained in the reports for legal and scientific adequacy and accuracy to ensure that the impact and mitigation analyses are of a scale and level of effort appropriate to the requirements of the project. The consultant shall -6- 2. 3. 4. 5. 6. 7. identify any flaws in the methodologies and/or conclusions and, if no flaws are found, shall incorporate the findings of the review into the text of the EIR. The Consultant shall evaluate the proposed draft HMP “hardline” revisions to determine if “equal to or better” habitat conservation will be achieved. Light and glare impacts on the preserve areas shall be analyzed. Project impacts to wetlands areas and feasibility of the proposed enhancements to the Cantarini Ranch pond area shall be evaluated. The consultant shall identify any additional impacts to open space areas resulting from road easements to service utility or drainage areas. The consultant shall identify any impacts to open space resulting from the proposed trail system and potential users including, but not limited to pedestrians, cyclists, and equestrians. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. GEOLOGYJSOILS Proiect Backsround The subject property consists of ridges and steeply sloping hillside and valley terrain to gently sloping low, broad hills and shallow valleys in the central and southern portions of the site. Surface rock outcrops are common within higher elevations of the property. Elevations range from a high of approximately 4202 feet mean sea level (msl) in the corner of the site to a low of 70+ feet (msl) along the extreme southwestern boundary. Natural drainage is accomplished through a network of small drainages and canyon areas, while the site ultimately drains in a southwesterly direction to an east-west trending canyon (south of the site). A number of natural seepages or springs are located in the eastern portions of the Cantarini and Holly Springs properties. These seepage areas feed the pond in the Cantarini property and the small pond in the Holly Springs property. As determined by the geotechnical reports prepared for the subject properties, the geologic units present on the sites consist of undocumented fill soils, Topsoil, Alluvium and Colluvium, Terrace Deposits, Santiago Formation, Point Loma Formation, Lusardi Formation, and Cretaceous Granitic Rock. - 7- A Phase I Environmental Site Assessment was prepared for the Holly Springs property and Phase I and II Environmental Site Assessments were prepared for the Cantarini property. These studies provide information relating to soils, groundwater, and the presence of hazardous materials on the site. - Tasks: 1. 2. 3. 4. 5. The consultant shall describe the geological setting, including existing soil and geologic conditions. The consultant shall perform a third-party review of the Geotechnical Reports and the Phase I and Phase II Environmental Site Assessments prepared for the project sites. The consultant shall evaluate the analysis and conclusions contained in the reports and site assessments and evaluate the adequacy of the impact analysis, particularly with regard to unstable soils, remedial earthwork, landslides, rocky soils, fault rupture, seismic ground shaking, subsidence, settlement, surcharging, liquefaction, proposed slope stability, and groundwater impacts. The consultant shall identify any flaws/inadequacies in the analyses and conclusions and, if no flawslinadequacies are found, shall incorporate the findings of the reports/assessments into the text of the ElR. The consultant shall also evaluate the applicability and limit of ripping and/or blasting and the additional environmental impacts such operations would have particularly on nearby developed properties. The consultant shall also evaluate the potential for over-excavation, removal, recompaction, or export of unsuitable soils relative to creating additional impacts on habitat preservation areas. An analysis of groundwater and the potential for groundwater impacts to the proposed project, roads, and structures will be required. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may' be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. -8- HAZARDS Proiect Backoround The project site and vicinity has the potential to be impacted by natural hazards such as floodplains and high fire hazard areas. These potential hazards as they relate to the project require analysis to determine if project approval would put persons and property at an unacceptable risk. Tasks: 1. 2. 3. The consultant shall evaluate all available floodplain mapping and source documents to determine the boundaries of the floodplain as they apply to the project site. Grade alterations proposed by the development shall be reviewed to determine their impact on the floodplain. The consultant shall also review the City of Carlsbad Floodplain Regulations to determine if the project is in compliance with the requirements contained within the ordinance. The consultant shall identify the areas of the project site which are considered to be high fire hazard areas. The City’s Fire Marshal shall be consulted as to the acceptability of proposed development sites adjacent to high fire hazard areas as well as possible mitigation measures needed to reach an acceptable level of safety, especially with regard to response time requirements as identified by the City’s Growth Management Plan. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. LAND USE COMPATIBILITY Proiect Backaround The project includes a number of discretionary permits including a General Plan Amendment, Zone Change, Local Facilities Management Plan Amendment for Zone 15, Tentative Map, Site Development Plan, Hillside Development Permit, and Special Use Permit. The area is surrounded primarily by undeveloped land although several properties have project applications on file that are being reviewed. The City Council’s adoption of the Draft Habitat Management Plan (HMP) for the property has established the areas to be preserved and those areas which may be developed. The HMP provides for amending the General Plan to designate the preserve areas as open space and changing land use designations on the areas to be developed. The General Plan Amendment will also provide for a transfer of the allowed project density to the multi- -9- family site resulting in a higher-density land use designation than currently exists on the site. The precise location of the open space on the existing General Plan Land Use Map needs to be analyzed and may be slightly altered in some locations to be in compliance with the preserve boundaries. The City's General Plan contains a process and required findings to adjust the boundaries of General Plan designated Open Space. - Tasks: 1. 2. 3. 4. 5. 6. The consultant shall describe the environmental setting of the project. This will include a discussion of any inconsistencies between the proposed project and the City's adopted General Plan and zoning, and any applicable regional plans. The consultant shall examine the existing physical conditions as well as the potential future conditions. The consultant shall perform a detailed project review to confirm the project's compliance with City ordinances and policies. The ordinances and policies shall include: 1) the City of Carlsbad General Plan, 2) the Draft Habitat Management Plan, 3) the Carlsbad Zoning Ordinance (Title 21) including the Hillside Development Regulations, Floodplain Regulations, and Growth Management Chapter, 4) McClellan Palomar Airport Comprehensive Land Use Plan, 5) Scenic Corridor Guidelines, 6) Landscape Manual, 7) Open Space and Conservation Resource Management Plan, 8) El Camino Real Corridor Development Standards, and 9) Subdivision Regulations (Title 20). The consultant shall analyze the land use compatibility between the proposed multi-family development and surrounding existing and proposed development. The consultant shall analyze the impacts of the proposed General Plan Amendment and related applications on the subject site. The consultant shall analyze the project's compatibility with Palomar Airport in terms of proposed land uses, noise and height restrictions. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. NOISE Proiect Backaround Transportation noise impacts from the College Boulevard would be the primary noise source in the future. Impacts associated with construction of the project will also . -10- introduce additional noise into the area. Increases in traffic volumes in the area will add incremental noise. Tasks: 1. The consultant shall perform a third party review of the noise report and incorporate the findings of the review into the text of the EIR. 2. Recommendations for mitigation measures or requirements for additional studies shall be presented as necessary in the EIR. 3. The McClellan-Palomar Airport Land Use Plan shall also be reviewed to determine whether the identified noise levels and proposed land uses will be compatible and what additional requirements of the airport plan shall be imposed in the project. 4. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. POPULATlONlHOUSlNG Proiect Backaround The proposal will not cumulatively exceed official regional or local population projections in that the Zone 15 LFMP estimated approximately 675 dwelling units for the project area based on a density of 2.88 units per net developable acre within the Sunny Creek Specific Plan area and 3.2 units per net developable acre within the remaining project area. A total of 228 dwelling units are proposed. Of these, 105 will be market-rate single-family estate type homes within Cantarini Ranch, 43 homes within Holly Springs are proposed as custom home lots, and the remaining 80 units will be within the proposed apartment project. This multi-family housing site will be used to satisfy the 15% inclusionary (affordable) housing requirements for the Cantarini Ranch and Holly Springs projects. The project could induce growth since the project will bring roads and utilities into a relatively undeveloped area and will provide utilities and access to adjacent undeveloped properties. Tasks: 1. The consultant shall make a comparison to the General Plan and Zone 15 Dwelling Unit allowances for the proposed project. -11- 2. The consultant shall analyze the proposal to determine if it will induce substantial growth in the area either directly or indirectly. 3. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. PUBLIC SERVICES AND UTILITIES Proiect Backqround The proposed project includes the preparation of an amendment to the Local Facilities Management Plan for Zone 15. The proposed General .Plan Amendment would revise the land uses for the property, thereby creating the requirement to amend the existing Zone 15 LFMP and determine if the demand on public services and facilities will be significant. Tasks: 1. 2. 3. 4. The consultant shall describe the project setting and shall determine the demands of the entire project for the following: a) water; b) reclaimed water; c) sewer treatment capacity; d) gas and electric services; e) schools; f) police services; and g) fire protection. Review and comment on the adequacy of the proposed potable water system layout for Cantarini and Holly Springs as prepared by Dexter Wilson Engineering, Inc. dated July 31, 2001. Review and comment on the hydraulic model of the potable water system to verify the proposed transmission and distribution lines are adequate to serve the potable water, irrigation and fire protections needs for this project and other project that will be served by these improvements. Verify there is adequate water storage to serve this project. Include all mitigation measures required to serve the project are included in the EIR. The infrastructure layout will also be included as part of the LFMP amendment for this zone. Review and comment on the sewer study of the proposed project identifying peak sewer flows of this project and future areas that will be served of the gravity sewer lines installed by this project. Ensure the measures required to serve the project are included in the EIR. The infrastructure layout will also be included as part of the LFMP amendment for this zone. -12- 5. Review and comment on the recycled water study detailing the demand (in gprn and MGD) required by this project and adjacent areas that will be served by these improvements. Ensure the measures required to serve the project are included in the EIR. The infrastructure layout will also be included as part of the LFMP amendment for this zone. 6. The emergency response plans of the City of Carlsbad shall be analyzed in conjunction with the proposed project to determine if the project will interfere with existing plans. 7. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. TRANSPORTATlON/CIRCULATlON Proiect Backaround The change in land uses proposed by this project will alter the densities in various areas and have corresponding changes in the amount of traffic generated. The consultant shall perform a third party review of the Cantarini Property Traffic Analysis, dated June 28, 2001 and the Holly Springs Property Traffic Analysis, dated November 13, 2000 (Reports, hereinafter). The environmental analysis for that portion of College Boulevard that will serve Cantarini and Holly Springs is covered by the EIR prepared for the Calavera Hills Master Plan Amendment (EIR 98-02). Tasks: 1. 2. 3. 4. 5. Review the traffic report prepared as part of EIR 98-02 and verify that the land- use/density assumptions for Cantarini and Holly Springs areas are not exceeded. Review the Reports to ensure that all requirements of the City of Carlsbad’s Growth Management Program are satisfied. Ensure the study limits of the Reports extend to those road segments and intersections where 20% or more of project-generated traffic is expected impact. Ensure that the Reports identify the level-of-service (LOS) for the road segments and intersections for current, near-term and build-out scenarios are identified as it relates to the proposed project. Identify locations of signalized intersections. -13- 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. Review the Reports for conformance against SANTECATE Guidelines for Traffic Impact Studies in the San Diego Region. Review the Reports against the assumptions made within the City’s latest build- out traffic model. Review the Tentative Map exhibits for both Cantarini and Holly Springs to verify that public roads meet the City of Carlsbad’s Circulation Element requirements. Review the Tentative Map exhibits for both Cantarini and Holly Springs and verify the project is constructing all required infrastructure to ensure that the City Growth Management standards are met. Review the Tentative Map exhibits for both Cantarini and Holly Springs to identify any potential conflicts for intersection sight distance and vehicular decisions associated with the project, using Caltrans standards. Identify if the proposed project offers potential impacts to areas outside the City of Carlsbad, and if the project requires any mitigation measures. Ensure that all required mitigation measures identified in the Reports and the Tentative Maps for Cantarini and Holly Springs are included in the EIR this project. The components of the traffic/circulation analysis should include vehicular traffic, public transportation, bike and pedestrian traffic, and parking. An evaluation of the pedestrian and bicycle circulation system for potential hazards shall also be completed. The consultant‘s analysis should make a determination as to the provision of adequate access to adjacent properties in compliance with City of Carlsbad access requirements. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. VISUAL AESTHETICS/GRADING Proiect Backaround The project site is visible from El Camino Real which is designated as a scenic highway and the site contributes to the “back country vistas” seen along this roadway. The -14- potential gradingllandform and aesthetic impacts associated with this project include cut and fill slopes in the hillside topography, alteration of the existing topography, and alteration of natural features such as rock outcroppings. An analysis of the potential visual impacts is also needed to insure that the project is consistent with the Sunny Creek Specific Plan intent of maintaining the “rural/estate character“ of the Sunny Creek area. - Tasks: 1. 2. 3. 4. 5. 6. The consultant shall describe the existing visual setting of the site including elevations and topography. A total of six visual simulations of the final graded project, taken from two key observation points, shall be prepared and evaluated. The visual simulations should include 1) existing conditions, 2) the proposed graded pads, and 3) the graded pads with the proposed maximum building heights depicted. Areas of particular concern are views from El Camino Real, Views from College Boulevard, and views of areas containing knolls and rock outcroppings. The consultant shall analyze the proposed landform alteration for compliance with the City’s Hillside Development Ordinance. The changes to the visual setting shall be analyzed based on conformance with the General Plan, Sunny Creek Specific Plan, and El Camino Real Scenic Corridor policies to determine if the project would result in a significant negative visual impact. An evaluation of the aesthetic impacts associated with the proposed phasing of grading particularly with stockpile and borrow sites shall be completed. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. -15- WATER QUALITYIHYDROLOGY The proposed projects will incorporate required erosion and sedimentation control devices to mitigate potential water quality and biological impacts from erosion, Increased runoff from newly created impervious surfaces such as paving combined with urban pollutants associated with the proposed development may significantly impact Agua Hedionda Creek and the Agua Hedionda Lagoon. Mitigation measures to reduce these impacts as prescribed by the California Regional Water Quality Control Board (RWQCB), San Diego Region, will be required. Development and implementation of Best Management Practices (BMP) and compliance with National Pollutant Discharge Elimination System (NPDES) permit requirements is required for urban pollutant runoff mitigation. The hydrology studies prepared for the proposed projects shall be utilized in the preparation of this section of the EIR. Tasks: 1. 2. 3. 4. 5. 6. 7. 8. 9. The consultant shall review and identify deficiencies in the Hydrology/ HydraulicslStorm Water Management studies prepared for the project. The consultant shall identify impacts to groundwater as it relates to the proposed detention basin. Using available data, the consultant shall describe the hydrological setting (existing hydrological conditions) of the site and general drainage characteristics. A discussion of existing water quality, based on available RWQCB data for the project, shall also be included in the EIR. The consultant shall evaluate the proposed drainage systems adequacy in regulating the discharge rates of drainage from the project site. The consultant shall evaluate the degree to which the project will alter existing drainage patterns to determine if a significant impact will be created. The consultant shall address and recommend appropriate mitigation measures to reduce erosion potential onsite. The consultant shall analyze and evaluate the potential impacts to Agua Hedionda Creek and Agua Hedionda Lagoon and ensure that the reports identify all pollutants of concern for this project and the BMP measures required to address them. The consultant shall evaluate the proposed project for National Pollutant Discharge Elimination System permit compliance. The consultant shall ensure that all permanent detention/pollution control basins have all-weather vehicular access roads to ensure maintenance. -16- 10. The consultant shall ensure that annual maintenance of the permanent detention/pollution control basins is included in the EIR. 11. The consultant shall identify maintenance requirements of the structural BMP measures being implemented with this project. 12. The consultant shall evaluate the proposed project for impacts to wetlands. 13. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. CUMULATIVE IMPACTS The development of the proposed project may lead to several cumulative impacts which need to be addressed. These cumulative impacts may include, but may not be limited to: a) degradation of air quality; b) increased traffic congestion; c) increased requirements for public facilitieslutilities; and d) habitat loss. Task: 1. As required by CEQA, the EIR shall address cumulative impacts for the proposed project. This shall include an identification of past, present, and reasonably anticipated future projects producing related or cumulative impacts, and shall include a summary of the environmental impacts expected to result from those projects. It should contain an analysis of the cumulative impacts of relevant projects and any reasonable options for mitigating or avoiding any significant cumulative impacts of the proposed project. - 2. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. GROWTH INDUCEMENT The project site is located adjacent to the proposed extension of College Boulevard. No development other than a few scattered single-family residences currently exists around the immediate perimeter of the site. The proposed development will extend existing utilities and construct a portion of College Boulevard. -I I- 1. As required by CEQA, the EIR shall address the impacts of growth inducement created by the proposed project. 2. The consultant shall identify the criteria used to determine significance; identify any significant and less than significant, direct and indirect, impacts resulting from the project; recommend appropriate mitigation measures as may be required; and, identify any impacts remaining after implementation of the recommended mitigation measures. ALTERNATIVES As required by CEQA, the consultant shall analyze various project alternatives and provide an assessment of the potential impacts associated with each alternative. The consultant shall include in the EIR some discussion .of why each of the selected alternatives was chosen for analysis. The consultant shall provide a listing of the environmental advantages and disadvantages of each alternative. The alternatives shall include the following: 1. Proiect Alternative 1 - “No Proiect” Alternative - This alternative shall analyze the impacts associated with no development on the entire site. 2. Proiect Alternative 2 - “Land Use Alternative” - The consultant shall evaluate a variation of the project which is based on the existing General Plan Land Use Designations and Growth Management dwelling unit projection outlined in the existing Zone 15 LFMP. 3. Proiect Alternative 3 - “Environmentatly SuperiodReduced lmoact Alternative” - This alternative would be based on the results of a biological study to avoid wetland impacts. It should also analyze a project plan which is designed to reduce landfordgrading alterations, visuallaesthetic impacts, and other impacts which are identified. 4. Proiect Alternative 4- ”Alternative Sites Analysis” - The consultant shall analyze one alternative site for the proposed project. This off-site alternative analysis shall provide a general level review of all of the environmental issues which were evaluated for the proposed project site. The alternative site will be identified in consultation with City staff. CEQA MANDATED SECTIONS The consultant shall include all sections mandated by CEQA in the EIR. -18- FORMAT Attached is a sheet titled “Required Format and Contents of an Environmental Impact Report for the City of Carlsbad which the EIR document should be prepared in conformance with. Attachment: “Required Format and Contents of an Environmental Impact Report for the City of Carlsbad. -19- Required format and Contents of an Environmental Impact Report for the City of Carlsbad Table of Contents Summary Significant Effects, Proposed Mitigation and Alternatives Areas of Controversy Issue to Be Resolved Project Location Maps Statement of Objectives Technical, Economic and Environmental Characteristics Intended Uses of the EIR Agencies Expected to Use the EIR List of Permits and Approvals Required Baseline Environmental Conditions Resources Unique to the Region Consistency with Regional Plans significant Effects Significant Effects Which Cannot Be Avoided or Mitigated Significant Irreversible Changes Growth Inducing Impacts Mitigation Measures ' Project Description Environmental Setting Consideration and Discussion of Environmental Impacts Measure proposed by the Applicant Measures recommended by the City or others Discussion of alternative mitigation measures Alternatives Effects Not Found to be Significant Organizations and Persons Consulted Discussion of Cumulative Impacts For Final EIR: The DElR or a revision of it Comments and Recommendations Received on the DElR Persons, Organizations, and Public Agencies commenting on the DElR Responses to Comments .. Table 2. Mooney Associates Cost Estimate City of Carlsbad ATTACHMENT C Cantarini Ranch and Holly Springs EIR Task s(an Rate Haun cos1 Task Sublotal Task 1 _. Project Initiation and Swping (kick-off mtg in Task 9 below) Senior Principal Senior Project Manager Environmental Planner (Asst. Proj. Mgr.) Task 2 _- Review and Complete Technical Studies 2.1 Air Quality (Report Preparation) 2.2 Archaeological and Paleontological Resourres (Report Review) Subconsultant - Investigative Science and Engineering Senior Archaeologist 2.3 Biological Resources (includes Wetland Delineation) Senior Biologist Associate Biologist CNDDB Search 2.4 Ceology/Soils (Repon Review) Subconsultant - Ninyo & Moore 2.5 Noise (Report Review) 2.6 Public Services and Utilities (Potable Water Report Review Only)' Subconsultant - Investigative Science and Engineering Subconsultant - Poumey 2.7 TranspomtiodCirculation (Report Review) Subconsultant - Kaa, Okitsu & Associates 2.8 Visual AestheticdGrading (includes Visual Simulations) GIS Coordinator Principal Landscape Architect CAD operator n 2.9 Water QualityHydrology (Technical Sfudy Review Only) Subconsultant - Pourney Task 3 --Preparation of hall EIR Sections 3. I lnmduction and Executive Summary Senior Project Manager Environmental Planner 3.2 Agricultural Resources Senior Project Manager Environmental Planner 3.3 AirQualily Senior Project Manager Environmental Planner 3.4 Archaeological and Paleontological Resources Senior Archamlogist Envimnmental Planner 3.5 Biological Resources Senior Biologist Environmental Planner $125 5115 $60 $80 $15 565 5105 $75 $75 SI I5 $60 $115 $60 $115 $60 580 560 $75 $60 4 4 12 12 40 40 20 21 80 24 8 6 24 2 4 2 4 24 40 $ 500.00 $ 460.00 $ 720.00 51,680.00 $ 2,200.00 $ 960.00 5 3,000.w s 2,m.00 5 300.00 5 4,700.00 $ 500.00 $ 4,000.00 5 5.wo.00 $ 2.100.00 $ 1.575.00 5 6.000.00 $ 6,220.00 $39,155.W $ 2.160.w $ 480.00 $ 690.00 $ 1,440.W $ 230.00 $ 240.00 $ 160.00 $ 240.00 $ 1,800.03 5 2,400.00 Page 1 Table 2. Mooney Assoclates Cost Estimate City of Cnrlrbad Cantarhi Ranch and Holly Springs EIR Task Stnfl Rate Hours Cmt Task Subtotal 3.6 GeologylSoils Senior Project Manager Environmental Planner 3.7 Hazards Senior Project Manager Environmental Planner 3.8 Land Use Compatibility Senior Project Manager Envimental Planner 3.9 Noise Senior Project Manager Environmental Planner 3.10 PopulatioNHousing Senior Roject Manager Environmental Planner 3.1 1 Public Services and Utilities Senior Project Manager Environmental Planner 3.12 TransponatidCirculation Senior Project Manager Environmental Planner 3.13 Visual AestheticsJGrading Senior Project Manager Environmental Planner 3.14 Water QualityMydrology Senior Project Manager Environmental Planner 3.15 Cumulative Impacts Senior Project Manager Environmental Planner 3.16 Growth Inducement Senior Project Manager Environmental Planner 3.17 Alternatives Senior Project Manager Environmental Planner 3.18 Other CEQA Mandated Sections Senior Project Manager Environmental Planner Task 4 -. Revisions to DrsII EIR Senior Principal Senior Project Manager Environmental Planner Graphic Cwrdinator Word Processor $115 $60 $115 $60 $115 $60 $I 15 $60 $115 $60 $115 $60 $I 15 $60 $1 15 $60 $I 15 $60 $115 $60 $115 $60 $115 $60 $115 $60 $125 $115 $60 $65 $45 2 16 4 I2 16 48 2 8 4 8 4 32 4 16 8 24 I2 32 16 40 4 8 I2 36 4 12 4 I2 36 I2 4 $ 230.00 $ 960.00 $ 460.00 $ 720.00 $ 1.840.00 $ 2.880.00 $ 230.00 $ 480.00 $ 460.00 $ 480.00 $ 460.00 $ 1,920.00 $ 460.00 $ 960.00 $ 920.00 $ 1.440.00 $ 1.380.00 $ 1.920.00 $ 1,840.00 I 2.400.00 $ 460.00 $ 480.00 $ 1,380.00 $ 2,I60.00 $ 460.00 $ 720.00 538540.00 $ 500.00 $ 1.380.00 $ 2,160.00 $ 780.00 $ 180.00 $5,M)o.00 Page 2 Table 2. Mooney Arsoclates Cost Estimate City of Carlsbad Cantarini Ranch and Holly Springs EIR Task Staff Rate Hours COS1 Task Subtotal Task 5 _. Response lo Public and Agency Comments' 5.1 Response to Commenu Senior Principal Senior Project Manager Environmenral Planner Graphic Coordinator Word Processor 5.2 Revise Response to Commenu Senior Fmject Manager Environmental Planner Graphic Coordinator Word Processor Task 6 -- Preparation of Candidate Fmdings and MMRP 6.1 Repax Candidate Findings and MMRP Senior Project Manager Environmental Planner Graphic Coordinator Word Rocesxn 6.2 Revise Candidate Findings and MMRP Senior Projecl Manager Environmental Planner Task 7 ._ Prepsnlion of Find EIR Senior Project Manager Environmental Planner Graphic Cwrdinalor Word Processor Task 8 -- Report Prinling and ably Quality ConmUAsrembly Production ManagerIAssembly Screen Check hfl EIR Revised Screen Check Draft EIR Draft EIR + Appedices Draft EIR + Appendices on CD' Screen Check Final EIR Findings of Fact Revised Screen Check final EIR. Findings, & MMRP Final EIR + Appedices Final EIR + Appendices on CD' Miscellaneous repmduction. fax. poslage eu. $125 $1 15 $60 $65 $45 $115 a60 $65 $45 $115 $60 $65 $45 $1 15 $60 $115 $60 $65 $45 a105 575 $45 $45 $75 $45 azo $95 $95 4 16 24 8 4 4 8 4 2 12 24 8 4 2 4 8 16 4 4 12 18 w 5 5 51 5 5 5 51 500.00 1.840.00 1,440.00 520.00 180.00 460.00 480.00 260.00 90.00 1,380.00 1.440.00 520.00 180.00 230.00 240.00 920.00 960.00 260.00 I80.00 1.260.00 1.350.00 225.00 225.00 3,825.00 500.00 225.00 100.00 475.00 4,845.00 500.00 1.200.00 $5.770.00 $3,990.00 $2,320.00 $14.730.00 Page 3 Table 2. Mooncy Associates Cost Estimate City of Carlrbad Cantarini Ranch and Holly Sprlngs EIR Task St& Rate Hours cost Task Suhtotal Task 9 -. Mceliogs (7) and Hearings (3) 9.1 Project Meetings (7) Senior Principal Senior Project Manager Environmental Planner Technical Subconsultants (2 meetings per sub) 9.2 Public Meetings and Hearings (3) Senior Principal Senior Project Manager Task 10 --project ManagemmUEditing Senior Principal Senior Project Manager Environmental Planner (Asrt. Roj. Ms.) $125 $1 15 $60 $1 IS $125 $125 $115 $60 8 24 32 12 12 24 56 48 $ law.00 $ 2.760.00 $ 1,920.00 $ 2.870.00 $ 1500.00 $ 1.380.00 $ 3.000.00 $ 6.440.00 $ 2.880.00 511,430.00 $12320.00 TOTAL 5134,935.00 'Public Services and Utilities: Tasks identified in the RFP as items 3,4.5, & 6 are included as optional tasks in Table 3 below 'Response to comments includes up to 30 individual comments. Fees quoted do not include responses to comments requiring additional research. additional technical studies. or significant revisions to technical studies. Costs to respond to an extensive number of comments or comments raising legal challenges which quire attorney review will be evaluated at the end of the public review period. exhibits. and graphics prepared by the client will be available to us in Adobe Acrobat (.pdfl format. Additional expenses will be incurred 'Our cost estimate to provide CD venions of the Draft and Final EIRs with appendices and exhibits assumes that technical reports. if we are required to scan or digitally re-format documents prior to producing the requested CDs. Page 4 CERTIFICATE OF MANAGING MEMBER OF BENTLEY EQUITY, LLC The undersigned hereby certifies that he is the Managing Member of Bentley Equity, LLC, a California Limited Liability Company (CA Secretary of State Number 19992231 0036), and that he is authorized and directed to execute on behalf of Bentley Equity, LLC any andall documents, including but not limited to, consultant contracts and other agreements for services and payment thereof, escrow instructions, deeds, conveyances, assignments, loan documents, subdivision documents, and development and permit applications; and to do all acts and things which may be deemed necessary or advisable in order to carry out the business of Bentley Equity, LLC. IN WITNESS WHEREOF, this Certificate of Managing Member has been duly executed on this 30th day of August, 2002. David M. Bentley, Managing Member California Business Search Page 1 of 1 DISCLAIMER The information displayed here is current as of Aug 30,2002 and is updated weekly. It is not a complete or certified record of the Limited Partnership or Limited Liability Company. - LPLLC BENTLEY EQUITY, LLC Number: 199922310036 IIDate Filed: 8/10/1999 [Istatus: active Jurisdiction: CALIFORNIA Principal Address 7449 MAGELLAN ST CARLSBAD, CA 92009 Agent for Service of Process )BOB LADWIG (703 PALOMAR AIRPORT ROAD, STE. 300 I ~ (CARLSBAD, CA 92009 Fees and inswctions for requesting certification of limited partnership andlor limited liability company records are included on the LF'/LLC Records Order Form. ~ Blank fields indicate the information is not contained in the computer file. If the agent for service of process is a corporation, the address of the agent must be requested in writing. Fees and instructions for requesting this information are included on the Corporate Records Order Form. http:/lkepler.ss.ca .gov/corpdata/Showlpll99922310036&p... 09/03/2002 r<; (9 I SENTEQ .. 520 577 4832 ~(23/02 05:14P P.'a13 ~.__. __ SECRETARY OF STATE 1, BILL JONES, Secretary of State of the State of California, hereby certify: That the attached transcript of page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, 1 execute this certificate and affix the Great Seal of the State of Calilornia this day of AU6 1 1 1999 -. . - ., - Secretary ol State BENTEQ 520 5ii 4852 08/29/02 05:14P P.014 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION A $70.00 filing fee must accompany thii lorn. IMPORTANT - Read instructions before completing this form. Ro bcr t Ladwig which is 11 an individual residing in California. Proceed lo item 4. [ J a corporalion which has fiJed a certiiieefe pursuant to ledion 1505. Proceed Io item 5. 4. If an indmdual. California address of !he agent for service of process: 703 Palomar Airport Road, Ste. 300 Cheryl C. Warden Type or Print Name of Organizer 1 June 22, 1999 Dale i- ENTEQ 520 577 4632 oB/Zs/02 05:14P P.01i LIMITED UABILITY COMPANY - STATEMENT OF INFORMATION A S10.00 FILING FEE MUST ACCOMPANY THIS FORM. IMPORTANT - Read Instructions On Back Before CarnDldino This Form. Bcncley Equity. LLC I A -ADDRESS OF DWIPAL EZECURVS OPE= UW AN0 SATE ZIP CME 3.561 E. Sunrise Drive, Suite 231 Tucson, A2 85718 5. -ADDRESS IN CfiIFORNU 06 OFFCE WHERE RECOROS ARE IUMIAINED IFOR OOMESTU: ONLY1 On ZIP CODE LIST THE NAME AND COMPLETE ADDRESS OF ANV MANAGER OR MANAGERS. AND CHIEF WCUTlVE OFFICER. IF ANY. OR IF NONE HAVE BEEN APPOINTED OR ELECTED. PROVIDE THE NAME AND AWRESS OF EACH MUIQER (CHECK THE APPROPRIATE DESIGNAMNI. 703 Palomnr Airport Road, Suite 300 Carlsbad C* 92009 Roberr Ladvig WAN WWlDw RESIDING !?4 CALIFORNU. PWCEED TO ITEM 9. BENTEQ 520 577 4832 OB/Z9/0t 05:14P P.013 State of California Bill Jones Secretary of State ~ LIMITED LIABILITY COMPANY - STATEMENT OF INFORMATION Filing Fee $20.00 -If Amendment, See InsIruC~ IMPORTANT- Read Instructions &fore Completing This Form 1, LI)IIITED LlABRliY COMPANY NAME (Do no( I*a I1 me n PrepVlW I BENTLEV ECUlTY. LCC 1444 MACELLLN ST CARLSBAD W 91008 I 1. PRINCIPAL EXECUTIVE OFFICE STRCETADDRESS - cnr STATE zlPcooE 5. CAUFDRNlA OFFICE WERE RECORDJ ARE MAINTAINED (FOR DOMESTIC ONLY) -ADDRESS - * CHECK THE APPROPRIATE PROVISION BUW AND NAME THE AGENT foR SERVICE OF PRO~SS CITY STATE CA ZIP CODE [ J AN INDIVIDUAL RESIDING IN CALIFORNLA. ! 1 I [ 1 A CORPORATION WHICH HAS FILED A CERTIFICATE WRSUANT TO CALIFORNU\ CORPORATIONS CON SEWON I=. AGENT'S NAME: ._."..."...."I 7. ADDRESS OF THE'AGENT FOR SERVICE OF PROCESS IN CAUFORNIA. IF AN INDIVIDUAL ADDRESS 8. DESCRIBE TYPE OF BUSINESS OF WE LIMITED LIAEILIW COhPANY. 9. LIST THE NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS. OR ff NONE HAVE BEEN APPOINTEO OR ELECTED. a. NAME ClTy STATE CA ZIP CODE PROVIM THE NAME AND ADDREGS OF EACH MEMBER. ATTACH ADDITIONAL PAGW IF NECESSARY. CODRCSS CITY -. - . "" - . "" - " - " - -. STATE up CODE b. NAME AOORFSS CITY ._ .. STATE ZP CWE c. NME" AmESS 10. CHIEF EXECUTIVE OFFICER (&OJ. IF ANY ClW STATE ZP CWE ADDRess NAME elN ." JTAlC 11. NUMBER OF PAGES ATTACHED. IF ANY: LIP CODE A i 12. THIS STATEMENT IS TRUE, CORRECT. AN0 COMPLETE. 1 ...- vh M, ,WTI%Y ~GNATGKE"" c )SIX W*A&- l75-7~4- DUE DATE: 08/10/2002 TYPE OR PRINT NAME Of PtHSON COMPLt rlNU FORM LE DATE SEClSTATE FORM LLC-12R (REV. 1wZOO~ I AMOVED BY SECRETARY M STATE @L' lgJL BENTEQ CONFIDENTUL FAX TRQNSMITTAL DATE TO: VIA Fax: FROM: RE: September 3.2002 Mr. Michele Maaterron, Managcmcnt Analyst CITY OF CARLSBAD 760-602-8559 I6 pagcs, includcs this cover David M. Bcntlcy, CClM Manuging Pvrtnrr UENTLEY-MONARCTi CANTMI RANCH RENTLEY EQUITY. LLC Michelc: Pcr nnr discussion, attnehcd is the opcrnting ereemcnt for Bentiey Equity, LLC. You'll find that the original Secrchry of State ccrtiflente, dnted August 11,199, and the rubacqucnt nnnnal W&s all wmlvtc didy tu thi company. In udditiun, the Sccmtury uf Stute's web site O~TCFJ IID immedialc verification process. Given the avniiablc Information, Including the documents und cenifitlltion I've provided, I don't duly authnrized reprcscntalivc. If It would help to have my uttorncy cuntuct someone at thc city believe there can he a lqilimate challenge made aa tn tho validity of tho company or my role as its attorncy'3 oMce, 1'11 be huppy to initiate that contact. Thank you. r OPERATTNG AGREEMENT FOR BENTLEY EQUITY. LLC A CALIFORNIA LIMITED LIABILlTY COMPANY This Operatiny Agreement (rhis “Agreement”) is entered into as of August 1 1, 1999, by and between the parties listed on the signature pages hereof (collsctivcly rcfmcd to as the "Members" or individually as a “Member”), with reference to the following fa$: A. The Members have caused to be filed Articles of Organization (the “Articles”) for Bentley Equity, LW (the ”Company”), a limited liability company under the laws of the State of California, with the California Secretary of State. B. The Mombcrs desire to adopt and approve an operating agreement for the Company under the Bevcrly-Killea Limited Liability Company Act (the “An”). NOW, THEREFORE, the Members by this Agreement set forth the operating agreement for tho Company upon the terms and subject to the conditions of this Agrcmncnt. ARTICLE I ORGANlZATIONAL MATTERS I. I ?&&-e. The name of the Company shall be “Bentley Equity, LLC.” The 1.2 m. The term of the Company commenced as of the date of the filing of the 1.3 Office and w. The Company shall continuously maintain an office and Company may conduct business under that name or MY other name approved by the Members. Articles and, unless sooner terminated undcr Section 9.1, shall terminate on Dcccmber 31,2029. registered agent in the State ofcalifbmia as required by the An. The principal office of the Company shall be a~ 3561 E. Sunrise Drive, Suite 231, Tucson, &OM 85718 or such location as the Members may determine. The registered agent shall be as stated in the Articles or as otherwise determined by the Members. 1.4 &ness ofthe Canpimy. Notwithstanding the putpose ofthe Company which is described in the Articles, the Company shall not engage in any business other than the following without the consent of all ofthe Members: (a) the business of acquiring, developing, holding for investment, managing. selling and/or exchanging red property; and (b) such other activities directly related to the foregoing business as may be necessary or advisable in the reasonable opinion ofthe Members to tiarther such business. Z00’d &SIT0 Z0/e0/60 r ARTl.CWE 11[ CAPITAL CONTRIBUllONS 11.1 v. Each Member shall make a d contribution to the capital ofthe Company in the amount shown opposite the Member’s name on Exhibit A attached hereto. No Member shall be required to make any additional contributions to the capital of the Company. Additional contributions to the capital of the Company shall be made only with the unanimous consent of the Members. Except as provided in this Agreement. no Member may withdraw his or hcr capital contribution. (“Capital kccount”) forser. The Company shall determine and maintain each Capital Acoount in accordance with Treasury Regulations Seaion 1.7061 (bX2)(iv). Upon a valid transfer of a Member’s interest in the Company (“Membership Interest“) in accordance with Article VI, such Member’s Capital Account shall carry over to the new owner. .. 11.2 , The Company shall establish an individual capital account 11.3 NoLntorcst. The Company shall not pay any interest on capital contributions. zI.4 Lsas. With the approval of all Members, any Member from time to time may lend the Company knds on such terms as the Members may approve. ARTICLE 111 MEMBERS r III. 1 p. Additional Members may be admitted with the approval of all M*nbaa. Additional Members will participate in “Net Profits”, “Net Losses” (as such tern are ddined in Section 5.1). and distributions of the Company on such terms M are determind by the Members. Exhibit A shall be amended upon the admission of an additional Member to set forth such Member‘s name and capital contribution. .. .. 111.2 7. Except as specified in this Agreement or pursuant to a transaction penniaed by Section 4.6, no Member or person or entity controlled by, controlling or under common control with the Member (each such person or entity is dcfined aa an “Af?Xate”). is entitled to remuneration for services rendered or goods provided to the Company. Howe\.er. the Company shall reimburse the Members and their Affiliates for organizarional expenses (including without limitation, legal and accounting fees and costs) incurred to form the Company, prepare the Articles and thio &reement and, as approved by the Members, for the actual cost of goods nnd materials used by the Company. ARVCLF. lV MANAGEMENT AND CONT,ROL OF THE COMPANY N.I Manaaement and :Powers. The business, property and affairs of the Company shall be managed by the Members Accordingly, unless otherwise limited by the Articles or this Agrement. each Member shall have full, and complete authority, power, and discretion to manage and control the businas. propcrty and aftairs of the Company, to make all decisions regarding those E00’d dffilT0 Z0/€0/60 zesif LLS 02s matters and to perform any and all other acts or activities customary or incident to the management P of the Company's business. property and affiirs. Each Member is authorized to endorse checks, drsfts, and other evidence of indhttcdncss made payable to the ordda of the Compmy, and may sign all checks, dralls, and other instruments obligating the Company to pay money, and may sign contracts and obligations on behalf of the Company. IV.2 Limitations on Power o€Membeq. Notwithstandm any other provisions of this Agreement. no debt or liability of more than $lO.oOO may be contracted on behalf of the Company by any Member without the approval of all the then Membern. Additionally, no Member shall have authority to cause the Company to engage in the following transactions without first obtaining the approval of all Members: (i) The sale, exchange or other disposition of all or substantially a& of thc Company's assets occumng as part of a single transaction or plan, or in multiple transactions over a 12 month period, cxccpt in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution. (ii) The merger of the Company with another limited liability company or corporation, general partncrship, limited partnership or other entity (except that any act which would cause a Member to incur personal liability for the oblig8tions of the Company or its successor shall also require the consent of such Member). (iii) An alteration ofthe authorized businesses of the Company as set r forth in Section 1.4. (iv) Any act which would make ir impossible to carry on the ordii business of the Company. (v) The confession ofa judgment against the Company. , (vi) Any other transaction described in this Agmemcnt as requiring the approval, consent or vote of the Members. IV.3 -. No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this ,Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in thii Agccment, approval of the Members shall mean the approval of Members who hold a majority of the Membership interests. lV.4 DevotionofTime. Each Member shall devote whatever time or effon as he or she dms appropriate for the furtherance of the Company's business. IV.5 Comwtina Activities. Thc Mcmbcrs and thcir Affiliates may cnpgc or invest in any activity, including without limitation those that might be in direct or mdirect competition with r the Company. Neither the Company nor any Member shall have any right in or to such other Zeab LLS 02s activities or to the income or proceeds derived tkdorn. No Member shall be obligated to present ,P any investment opportunity to the Company, even if the opportunity is of the character that, if presented to the Company, could be takcn by the Company. Each Member shall have thc fight to hold any investment opporcunity for his or ha own account or to recommend such opportunity to pmons other than the Company. The Members acknowledge that certain Members and their Affiliates own and/or manage other businesses. including businesses that may compete with the Company and for the Members' time. Each Member hertby waiver any and all tights and claims which he or she may otherwise have again9 the other Members and their Affiliates as a result of any of such activities. IV.6 Transactions between the Commnv and the Members. Notwithstanding that it may constitute a conflict of interest, the Members and their Affiliates may engage in aoy transaction with the Company so long as such transaction is not expressly prohibited by this Ageement and so long as the tcrms and conditions of such transaction. on an overall basis, are fair and reasonable to the Company and are at least BS favorable to the Company as those that are generally available *om persons capable of similarly pctforming them or if Members holding a majority of the Membership Interests held by rhe Members having no hterest in such transaction (other than their interests as Members) approve the transaction in writing. ARTICLE V ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS r V. 1 Definitions. Whcn used in this Agrmt, the following tams shell have the meanings set forth below: "@I&' shall mean the lntcmal Revenue Code of 1986, as amended from time to time. the provisions of succeeding law, and to the extent applicable, the Treasury Rcgulations. " m GW shall have the meaning ascribed to the term "Partnership Minimum Gain" in the Treasury Regulations Section 1.704-2(d). "gqnber Nontecourse D&@" shall have the meaning ascribed to the term "Partner Nonrecourse Debt" in Treawry Regulations Section 1.704-2(b)(4). Wbcr Nonrecoursc Dedud~nf' shall mean items of Company loys, deduction, or Code Section 705(a)(2MB) expenditures which are amitable to Member Nonrrcourse Debt. "Net Prom and 'm shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with the method of accounting at the clox ofeach fiscal year employcd on the Company's information tax return filed for fcdd income tax purposes. Section 1.752-l(a)(2). "Mn- ,. . 'lity" shall have the meaning sp2 forth in Treasury Regulations 4 zeee LLS 0zs " nasurv Rcimlatim$' shaU mean the final or temporary regulations that havc r been issued by the U.S. Department of Treasury pursvant to its authority under the Code, and any successor regulations. V.2 Allwtions of Net Profit and Net Loss. A. Net Lou& Net Loss shall be allocated to the Mmbm in proportion to their Membership Interest Notwithstanding the pre~ous sentence, loss allocations to a Memk shaU be made only to the srtcnt that such loss allocations will not creak a deficit Capital Account balance for that Member in excess of an amount, if any, equal to such MemWs share of Company Minimum Gain that would be realized on a foreclosure of the Company's propeny. Any loss not allocated to LL Member because of the foregoing provision shall be allocated to the other Members (to the extent the other Members are not limited in respect of the allocation of losses under this Section 5.2A). Any loss reallocated under this Scdion 5.2A shall be taken into account in computing subsquent allocations of income and losses pursuant to this Article V, so that the net amount of any item so allocated and the income and losses allocated to each Member pursuant to this Arricle V, to the extent posaile, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article V if no reallocation of losse6 had occurred under this Section 5.2A. B. Net Profit Net Profit shall be allocated to the Members in proportion to their Membership Interests. r v.3 -Allocations. Notwithstanding Section 5.2. A. .. C&A&u&u&. If there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated ita of Company income and gain for such fiscal year (and, ifnewsmy, in subsequent hscal years) in an amount equal to the portion of such Member's share of the net decreasc in Company Minimum Gain that is allocable to the dispovition of Company property subject IO a Nonrecourse Liabiity. which share of such net decrease shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 5.3A shall be made in proportion to the arnwnts required to be allocated to each Member under this Section 5.3A. Tbe items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(9. This Section 5.3A is intended to comply with the minimum gain chargeback requirement contained m Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. B. .. ck of Muumum Gam A- Nonreaww Q&. Ifthere is a net in Company Minimum Cain attributable lo a Member Nonrecourse Debt, during any fiscal year, each member who has a share of the Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be dctnmined in accordance with Treasury Regulations Section I .7O4-2(i)(S)) shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary7 in subsequent fiscal years) in an amount equal to that portion of such Member's share of the net decrease in Company Minimum Gain attributable to such Member No~mcausc Debt that is allocable to the disposition ofcompany property subject to such r Member Nonrecourse Debt (which share of such net decrease shall be dctcrmined in accordance with Tmry Replations Section 1.704-2(i)(S)). Allocations pursuant to this Section 5.3B shall Ix: made 300'd dbS'T0 Z0/eQ/60 in proportion to the amounts required to bc allacatcd to each Member under this Section 5.3B. The c items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704- 2(i)(4). This Scaion 5.3B is intended to comply with the minimum gain chargeback rquirement contained in Treasury Regulations Section 1.704-2(i)(4) ind shall bo interpreted consistently therewith. C. Ded-. Any nonrccourw deductions (as dcfii in Treasury Regulations Section 1.704-2(b)(1)) for any fiscal year or other period shall be specially allocated to the Members in proportion to their Membership Interests. dduction, or Code Secrion el) cxs&es which are attributable to Member Nonrecourse Debt for any fiscal year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such items are attributable in accordance with Treasury Regulations Section 1.704-2(i). D. Nonr c Deductions. Those items of Company loss, E. Oualified Income Oft&. If a Member unexpwtedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1@)(2)(ii)(d)(4). (5) or (6), or any other went creates a deficit balance in such Member's Capital Account in cxccss of such Member's share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member in an amount and manner suficient to eliminate such excess dcficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 5.3E shall be taken into account in computing subsequent allocations of income and yain pursuant to this Article V so that the net amount of any item so allocated and the income. gain, and losses allocated to each Member pursuant to this Section 5.3E to the extent possible, shall be qual to the net amount that would have been allocated to each such Member pursuant to the provisions of this Article V if such unexpected adjustments, allocations, or distributions had not occurred. V.4 code S&on 7Mc) Allocations. Notwithswding any other provision in this Anicle V, in accordance with Code Section 704(c) and the Treasury Regulations promulgared thereunder, incomc, gain, )os& and deduction with respect to any property contributed to the capital of the Company shall. solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such propmy to the Company for federal income tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 5.4 are solely for purposes of federal, state and local taxa. As such. they shall not affect or in any way be taken into account in computing a Member's Cnpital Account or share of profiw, losses. or other items of distributions pursuant to any provision of this Agreement. v.5 tstnbution of A- by the Cw. Subject to applicable law and any limitations contained elsewhme in this Agreement, Members holding a majority of the Membership Interests may elect &om time to time to cause the Company to make distniutions. Distributions shall be first to the Members in proportion to thcii unreturned capital conmiutions until each Mcmba has reooveded his or her capital contribution.. and thtn to the Membcrs in proportion to their Membership .. r Interests. L00'd d-170 Z0/€00/60 6 c ARTICLE VI TRANSPER AND ASSIGNMENT OF INTERESTS VI.1 -der and Assl~nn. No Membg shall be entitled to &, assign, convey. seU, der or in any way alienate all or any part of his or her Mrmbership Interest (collectively, “transfa“) except with the prior approval of all Members, which approval may be given or withheld in the sole discretion of the Members. vI.2 .. on of Me-. A uansferee of a Membership Interest shall have the right to become a substitute Mmk onty if (i) consent of the Msrnbers is given in eccordance with Section 6.1. (ii) such person ~xccutes an instrument satisfactory to the Members accepting and adopting thc terms and provisions of this Agrement, and (iii) such pason pays any reasonable expenses in conneaion with his or her admission as a new Member. The admission of a substitute Member shall not relcase the Member who assigned the Membership Interest from any liability that such Member may have to the Company. W.3 1-n of this A- M. Upon a transfer in violaion of rhis Article W, the tmsfcree shall have no rigbt to vote or participate in the management of the Company or to excrcise any rights of a Member. Such trsnsferee shd only be entitled to receive the share of the Company’s Net Profits, Net Losses and distributions of the Company’s asms to which the transferor would otherwir be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the iemaining Members, a trahsfa in violation of this Article VI would cause the temdnation of the Company undn the Codc, in thc sole discretion of the remaining Members, the transfer shall be null and void. ARTICLE Vn CONSEQUENCES OF DISSOLUTION EVENTS AND TERMINATiON OF MEMBERSHIP INTEREST WI. 1 Pissolution Eva. Upon the occurrence of the death. withdrawal. resignatioR retirement, insanity. bankruptcy or dissolution of any Member (“Dissolution Event“), the Company shall dissolvc unless all ofthe remaining Members (“Remaining Members”) consent withii ninety (90) days ofthe Dissolution Event to the continuation of the business of the Company. If the Remaining Members so consent, the Company ador the Remaining Members shall have the right to purchasc, and if such right is exercised, the Member (or his or hcr legal representative). whose actions or conduct resulted in the Dissolution Event (“Former Member“) shall sell, the Former Member’s Membership lntcrest (“Former Member’s Interest”) as provided in this Article VU. W.2 -. Notwithstanding Section 7. I, upon the withdrawal by a Member in accordance with Section 3.2 such Member shall be tfcated BS a Former Member, and, unless the Compauy dissolves as a result of such withdrawal the Company andlor the Remainurg Membm shall have the ri&t to purchase, and if such tight is exercised, the Former Mmk shall sell, Ihe Former Member‘s Interest as provided in this Article VII. f M1.3 & ' . The purchasc priss for the Former Membds Interest shall be r thebirMnd~~of~-~~=-UI~~by811indspsndsntclppni~ jointly selected by the Former Member and by Remaining Membm holding a majority of the remaining Membership Intcrcsts. The Company and the Former Member sball each pay ow-half of the cost of the appraisal. Notwithstanding the forrgoing if the Dissolution Event results 6om a breach ofthis Agreement by the Former Member. the purchase price shall be reduced by an amount equal to the damages suffered by the Company or the Remaining Members as a rcsult of such breach. vu.4 N-oflnta-q. Within thirty (30) days after the fair market valuc of the Forma Manbds lnterest has been daamined in accordance with Section 7.3, each Remaining Member shall notify the Membas in writing of his or her desire to purchase a portion of the Former Member's Interest. The failure of any Remaining Member to submit a notice within the applicable period shall constitute an election on the part of the Member not to purchase any of the Forms Member's Inrerest. Each Remaining Member so electing to purchase shall bc entitled to purchase a portion of the Former Member's Interest in the same proportion that the Munbcrship Interest of the Remaining Member bears to the aggregate of the Membership Interests of all of the 'Remaining Members electing to purchase the Former Mmbcr's Interest. V11.5 Election to &- All of the Former MmWs Interest. If any Remaining Member ekcts to purchase none or less than all of his or ha pro rata share of the Former Member's Interest. then the Remaining Members can elect to purchase mors than their pro rata share. lfthe Remaining Members fail to purchase the entire intaest of the Forma Member, the Company may purchase any remaining share of the Former Member's Interest. r V11.6 Pawent of m. Tnc Company or the Remaining Members, as the case may be., shall pay at the closing one-fiith ( 115) of the purchase price and the balance of the purchave price shall be paid in four equal annual principal installments, plus accrued interest. and be payable each year on the anniversary date of the closing. .The unpaid principal balance shall BCCNC interest at the curremt applicable M rate as provided in the Code for the month in which the initial payment is made, but the Company and the Remaining Mcmbus shall have the tight to prepay in hll or in part at any time without penalty. The obligation of each purching Raining Member, and the Company, as applicable. to pay its portion of the balance due shall be evidenced by a separate promissory note executed by the respective purchasing Remining Member or the Company. as applicable. Each such promissory not0 shall be in an original principal amount equal to the portion owed by the respective purchasing Remaining Member or the Company, as applicable. The promissory note cxccuted by each purchasing Remaining Member shall be secured by a pledge of that portion of the Former MemWs Interest purchased by such Remaining Member. V11.7 "bets Interest. The cbsing for the de of a Fonner Member's Interest pursuant to this Article W shall be hcld at 1O:OO am. at the principal office of Company no later than sixty (60) days ab the determination of the purchase price, except that if he closing date falls on a Saturday. Sunday. or California le@ holiday, then the closing shall be hcld on the next succeeding businas day. At the closing, the Former Member shall deliver to the Company or the Remaining Members an instrument oftransfer (containing warranties of title and no encumbrances) conveying the Former Member's Intmst. The Former Member, the Company and the Remaining Members shall do all things and execute and deliver all papers as may be reasonably zew LLS EUS r OfthisAgr-. necessary Mly to consummate such sale and purchase in accordance with thc tcrms and provisions ARTlCLE VIlI ACCOUNTING, RECORDS, REPORTING BY MEMBERS VII. 1 &k&md Records. The books and records of the Company shell be kept in accordance with the accounting methods followed for fuicral income tax purposes. The Company shall maintain at its principal office in California all of the following: A A current list of the full name and ha known business or residence address of each Member set forth in alphabetical order, together with the capital contributiom. capital account and Membership Interest of each Member; B A copy of the Articles and any and all ameadments thereto together with executed copies ofany pow of attorney pursuant to which the Anicles or any amendments thereto have been executed; C Copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six (6) most rant taxable years; D A copy of this Agrement and any and all amendments rhereto together c with executed copis of any powers of attorney purswnt to which this Agrement or any amcndmau thereto have becn executed; E Copies of the financial Statcmenrs of the Company, if my, for the six (6) most recent fiscal years; and '' F The Company's books and records as they rdste to the internal of the Company for at least the current and past four (4) fiscsl years. V111.2 w. The Company shall cause to be filed, in BGcordance with rhe Aa, all reports and documents required to be filed with any governmental agency. The Company shall wse to be prepared at least annually information Concerning the Company's operations necessary for the completion of the Members' federal and state income tax &urns. The Company Sal send or cause to be sent to each Mcmber within ninety (90) days after the end of each taxable year (i) such information as is necessary to complete the Mmbm' federal and state income tax or information returns and (ii) a copy of the Company's federal, state, and local income tax or information rcturns for the year. WI.3 Bank. The Members shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not pennit the funds of the Company to be commingled in any fashion with the funds of any other person. Any Member. acting r alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company's accounts All 0T0.d &SIT0 20/€0/60 ZCBb LLS 02s checks, Ms. and other instruments obligating the Company to pay money may be signed by the C M-, acting done. V111.4 Tax Matters for thc Conmany. David M. Batley in designated BJ 'Tax Matters Partner" (as defined in Code Section 623 1). to represent the Company (at the Company's expense) in with all examidion of thc Company's &in by tax authorities ad to orpcnd Company funds for professional senices and costs associated therewith. ARTICLE Ix DISSOLUTION AND WINDING UP 1x. 1 -, The Company shall dissolve upon the occurrence of .. any of the following events: A Upon the happening of any event of dissolution specified in the Articles; B Upon the entry of a dbcrn of judicial dissolution pursuant to Section 1735 I of the Corporations codc; C Upon the vote of Members holding at least seventy-five percent (75%) ofthc Membership Interests: r D The occumcncc of a Dissolution Event and the Mure of the Remaining Members to consent in accordance with Seaion 7.1 10 conticwe the business ofthe Company within ninety (90) days afiw the occurrence of such event: or E The sale of all or substantially all of the assets of Company. IX.2 Feu. Upon the dissolution ofthe Company. the Company's assets shall be disposed of and its &hie wound up. The Company shall give den notice of the commencement of the dissolution to all of its known mdiiors. Ix.3 & After determining that all the known debts and liiiies of the Company have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive capital account balances. after taking into account income and loss allocations for the Company's taxable ycar during which liquidation occurs. . ... 1x.4 Limitations on Payments Made in Dissolution. Except as othenvise speoifically provided in this Agreement, cach Member shall bc cntitled to look only to rhe assem of the Company for the return of his or her positive Capital Account bahnce and vhall have no recourse for his or her Capital Contribution and/or share ofNet Profits against any other Member except as provided in Article X. r 'tI0'd d6SrT0 Z0/€0/60 1x5 Certificates. The Company shall file with the California Secretary of State a C Catifiute~uolutionupofithedi~ltionoftheCormprnyudaCntificsteofCanedlrtionupon the completion of the winding up of the Company‘s affbin. ARTtCLE X INDEMNIFlCATlON X:I ”. The Company shall indrmnify MY Mcmber and may indemnify any permn who was or is a pmy or is hearmed to be madc a party to any threatened, pending or complaed action, suit or proceeding by reason of the fact that he or she is or was a Member, officer. employee or other agent of the Company or that. being or having been such a Member. officer. employee or agent. he or she is or was serving at the request of the Company as a managcr, director. officer, rmploya or other agent of another limited liability company, corporation, partnership. joint venture. trust or other enterprise (all such persons being referred to hereinafter as an “agent”), to the fullest extent perrnittcd by applicable law in dfect on the dare hereof and to such greater extent as applicable law may hereater from time to time perrnit. ARTICLE XI INVESTMENT REPJtESENTATIONS Each Member hereby represents and warcants to, and agrees with, the Members and the r company as follows: XI. 1 m&ipn&j-. He or she has a presxisting personal or business relationship with the Company or one or more of its officers or controlling persons, or by reason of his or her business or financial experience, or by reason of the business or financial experience of his or her Enancial advisor who is unaffiliated with and who is not compensated, directly or indirectly. by the Company or any afliliire or selling agcnt of the Company, hc or she is capable of evaluating the risks and merits of w investmmt in the Company and of proteaing his or her own intereas in connection with this investment. .. X.2 rJ9Adrenisiau. He or she has not seen, rrccivod, been presented with, or bccn solicited by any lcaflcr public promofiod meering. dck or any oh form of adwrtising or gmd solicitation with respect to the sale of the Membdp Interest. XJ.3 -. He or she is acquiring thcMunbcrehip Interest for investment purposes for his or her own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial mterest in or right to the Mcmbmhip Interest. c ARTICLE XU MISCELLANEOUS XII. 1 Quad to the Cw. Counsel to the Company may also be counsel to any Member or any Mliate of a Member. The Membas may execute on behalf ofrhe Company and the Members any consent to the representation of the Company rhat counsel may requea pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction (”Rulas”). The Compntty has initially selected Zevnik Horton Gu~bord & McGovem, LLP (“Company Counsel”) as legal counsel to the Company. ]Each Member ncknowledgcs that Company Counsel does not represat any Member in the absence of a clear and explicit agreement to suoh &ect between the Member and Company Counsel, and that in the absence of any such written agreement Company Counsel shall owe no duties directly to a Member. Notwithdi any adversity that may develop, in the event any dispute or controversy arises bet- any Members and thc Company. then each Membex agrees that Company Counsel may represem either the Company or such Member in any such dispute or controvnq, to the extent permitted by the Rule and each Member hereby consents to such representation. Each Member further dnowldges that Company Counsel has rcpresented the interests of the Managing Member in connection with the formation of the Company and the preparation and negotiation of this Amt. Xn.2 -. This Agreement and the Artides constitute the complete and exclusive statement of agreement among the Members with respect to the subject matter hcrcin and therein and replace and supersede all prior written and oral agmmmts among the Members To the extent that any provision of the Artides codi with any provision of this Agrrement, the Artids C ~1 control. XII.3 w. Subject to the provisions of this Agreement relating to tansfcmbility, this win be binding upon and inure to thc bcncfit of the Manbe6 and their respective (RICCCSSOTS and assigns. .. M1.4 -. All pronouns shall be deemed to refer to the masculine. &minim or neuter, singular or plural, as the context in which they are used may quire. AI1 headins herein are inserted only for convenience and ease of refxence and are not to be considered in the interpretation of any provision of this Agmeflt. Numbered or lcttcred artidcs, sections and subsections herein contained refer to articles, seaions and subsections of this Agreement unless othenvise expressly stated. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this AgreunenL no presumption or burden of proof or persuasion shall be implied by vime of the fact that this Agreement was prepared by or at the request of a patticular Member or his or her counsel. XIl.5 Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agecment. Each Member further agrees that personal jurisdiction over him or her may be by service of process by registered or certified mail addressed as provided in Section 12.8 ofthis Agreement, and that when r so made shall be ns if served upon him or her personally within the State of California. X11.6 &!&&a. Except as othenvise provided in this Agreement. any controversy r between the parties mi- out of this A~Tc~w~ rM1 k submitted to the Amuican Arbitration Assochion for &titration in San Diego, CIllitbrnia. The cows of the arbintion. including any American Arbitration Association administration kc, thc arbiitor's fcc. and costs for the use of facilities during the hearings, shall be borne equally by the parties to the arbitration. Attorneys' feos may be awarded to the prevailing or most prcvailiig party at the discretion of the arbitrator. The provisions of Sections 1282.6.1283, and 1283.05 ofthe Caliiomia Code of Civil Procedure apply to the arbitmtion. The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms ofthis Agreement, or not available in a court of law. XU.7 Severability. If any provision of this Agreement or the application of such provision to any person or circumstanct shall be held invalid, the remainder ofthis Agreement or the application of such provision IO persons or circumstances other than thor to which it is hcld invalid shall not be affected thereby. x11.8 -s. Anynoticctobegi~ortobeserveduponrbeCompanyor~party heiero in connection with this Agrement must be in writiq (which may include facsimile) and will be deemed to have bem given and received when delivered to the addm specified by tht party to receive the notice. Such notices will be given to a Mcmber at the address specified in Exhibit A hcrcto. Any party may, a! any ti by giving five (5) days' prior written notice to the other Members. designate any othcr address in substitution of the foregoing address to which such notice will be @Vrn. r X1.9 &nendments. AU amendments to thii Agreement will be in writing and signed by all of the Members. Xu. 10 v, This Agreement may be executed in two or more coun- terparts, each ofwhich shall be deemed an original, but all ofwhich shall constitute one and the same instrument. X11.11 Attomw Fees. In the event that any dispute between the Company and the Members or among thc Mcmbcrs should dt in litigation or arbitration. the prevailing pany in such dispute sMI be entitlad to recover from the other party all reasonable fees. costs and expenses of enforcing any right of the pnvailmg party, including without litnitation. reasonable nttomcys' fees and expenses, all of which shall be dm4 to have acaued upon the commencement of sucb action and shall be paid whether or not such action is prosecuted to judgment. Any judgmart or order mtmd in such &ion shall contain a specific provision pviding for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment mtwest hn the date of the breach at the maximum rare allowed by law. For the purposes ofthis Section: (a) attorney hcs shall indude, without limitation, fees incurred in the following: (1) post-judgment motions; (2) contempt procccdingo; (3) prnishment, levy, and debtor and third parry &nations (4) discovery; and (5) bankruptcy litigation and @) prevailiig party shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal. d&lt or athenvise. r XII. 12 Remedies Cumulative. The remedies under this Agreement arc cumulative and C shall not dude any 0th remdiss to which MY perm may be lawfirly entitled. IN WITNESS -OF, all of the Manbas of Wcy Equity, LLC, A Caliii Limited Liability Company, have executed this Agrement. effective as of the date written above. MEMBER: h 14 CAPITAL CONTRIBUTION AND ADDRESSES OF MEMBERS MemWs Capital Member's Membds Name s Address Contriblhting MSmbash' Ip lrmm David M. Bentley 3561 East Sunrise 61.000 so?? Drive, Suite 23 I Tucson. AZ 85718 Maggie Bed9 3561 East Sunrise S1,OOO 50% Drive, Suite 25 1 Tucson. AZ 85718 $2.000 10o??