HomeMy WebLinkAboutTaylormade Golf Partners LP; 1999-01-12; CMWD 96-244e 0
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RECORDING REQUESTED BY
Taylormade Golf Partners, L.P.
WHEN RECORDED, PLEASE MAIL
TO:
City Clerk
City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, California 92008
Please record the document at no fee as
it is to the benefit of the District
(Gov. Code [6103].)
Space above this line for Rec
RE I M B U RS E M EN T AGREEMENT
REGARDING
CARLSBAD RESEARCH CENTER UNIT 5, LOTS 76-81
CMWD PROJECT NO. 96-244
(Agreement No. 1 - Total Cost of Pipeline)
This Agreement is entered into on January 12, , 19=, between CARLSBAD MUNlClPi
DISTRICT (hereinafter "DISTRICT") and TAYLORMADE GOLF PARTNERS, L.P., a California limited 1
(hereinafter "DEVELOPER), with respect to the following:
A. DEVELOPER is about to present the map identified as Tentative Parcel Mar, 96-09 of the Pror,
Subdivision No. 96-09. Tavlormade, (the "subdivision") to the City of Carlsbad for final approval under the Subc
Act of the State of California and in compliance with the provisions of the City of Carlsbad's ordinances applic
filing and approval of subdivision maps. The property encompassed by the subdivision lies within the bound;
DISTRICT.
B. DEVELOPER and the DISTRICT have entered into the following agreement, which will prov
construction of a reclaimed water cross tie in the manhole at STN 39+65 in College Boulevard, to serve the subc
This agreement will hereinafter be referred to as "the agreement."
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C. DEVELOPER will construct, as part of the offsite improvements, the following facility:
A reclaimed water cross tie in the manhole at STN 39+65 in College Boulevard.
These facilities are to be constructed and are shown on Exhibit "A" attached hereto and made a part he
These facilities have been determined by DISTRICT to be eligible for total reimbursement.
NOW, THEREFORE, in consideration of the mutual obligations set forth below, and the cons
DEVELOPER of the water system improvement described above, the parties agree as follows:
1. Reimbursement for Construction of. DISTRICT shall reimburse DEVELOPER for the total cost of c
of the reclaimed water cross tie in the manhole at STN 39+65 in Colleae Boulevard.
2. Calculation of Amount to be Reimbursed. DEVELOPER shall determine and furnish to the Dl:
estimated cost of constructing the reclaimed water cross tie in the manhole at STN 39+65 in Colleae
DEVELOPER shall also forward to the DISTRICT for review all records and data involved in making the estir
completion of all construction of public facilities, DEVELOPER shall furnish to the DISTRICT the act1
constructing the reclaimed water cross tie in the manhole at STN 39+65 in Colleae Boulevard. DISTRICT sh2
final determination, reasonably and in good faith, based on the information provided by DEVELOPER, as tc
construction cost which is to be reimbursed to DEVELOPER. The total cost of the reimbursement for this wc
exceed $19,595.00.
3. Time of Reimbursement. DISTRICT will make the payment required by provision within thirty (30
its acceptance of the dedication by the DEVELOPER of the public water system.
4. Notices. All notices or other communication required or permitted under this Agreement shall
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
To DEVELOPER: Jeffrev C. Hamann, Partner
Hamann Consolidated
475 West Bradlev Avenue
El Caion. California 92020
Robert J. Greanev, General Manaaer
Carlsbad Municipal Water District
5950 El Camino Real
Carlsbad. California 92008
To DISTRICT:
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5. Severabilitv of Provisions. The invalidity of illegality of any provision of the Agreement shall no
validity enforcement of the remainder of this Agreement. If any provision or term hereof is found to be
unenforceable, the rest of the Agreement shall remain in full force and effect as though the invalid or unc
provision was not a part of the Agreement.
6. Waiver of Amendment. No provision of this Agreement, nor any breach hereof, can be waivec
writing. Waiver of any one breach of any provision hereof shall not be construed as a waiver of any other brc
same or any other provision hereof. This Agreement shall be amended or modified only by a written agreemen
the party to be charged with the amendment.
7. Governina Law. This Agreement and any amendments hereto shall be governed by, construed ar
in accordance with the laws of the State of California.
8. Construction and Interwetation. This Agreement is one of one agreements between DEVELOP1
DISTRICT pertaining to the construction of water system public improvements for the subdivision. This
contains the entire understanding and agreement of the parties as to the construction of the complete water sy?
subdivision, and supersede all prior agreements, statements, discussions, representations and understandin!
to that water system.
9. Indemnification. Except for the obligation to reimburse developer as stated herein, the District sh
other responsibility or liability of any kind whatsoever, and Developer agrees to indemnify District against clair
demands or liability of any kind resulting from or arising out of the performance of the work of construction.
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5. Authoritv to Sian. The individuals who sign this Agreement on behalf of the undersigned partner
that they have the authority and approval to do so on behalf of such partnership.
Executed by Developer this /O-J~ day of Executed by DISTRICT this /7& day of
L!t&4- , 19:'d ,19E.
DEVELOPER: DISTRICT:
TAYLORMADE GOLF PARTNERS, L.P., a California
limited partnership
By:
(sign here)
(title of signatory
(Proper notarial acknowledgment of execution by DEVELOPER must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If on
signs, the corporation must attach a resolution certified by the secretary or assistant secretary unc
seal empowering that officer to bind the corporation.)
(If signed by an individual partner, the partnership must attach a statement of partnership au
partner to execute this instrument.)
APPROVED AS TO FORM:
RONALD R. BALL
GENERAL COUNSEL
By:
sistant General Co
(
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STATE OF CALIFORNIA 1
COUNTY OF So, n -0; e 3 o
On LI,//OJ!!
personally appeared T*-($ r/.e\l c . dd Md? k70
qersonally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the persor
narne(s)-isl;tt-e subscribed to the within instrument and acknowledged to me that he/s.!w&ey executed th
hishedttmk authorized capacityw), and that by hismir signature@) on the instrument the person@ 01
upon behalf of which the personCsfacted, executed the instrument.
1 ss*
before me, s \I /i// lA /rd dkw~c+mi ~~t-a~yZb/i NAME AND TlTL OF OFFICER
NAME(S) OF SIGNER(S)
WITNESS my hand and official seal.
(This area for official notary seal.)
$ern? bclpsemeht A9~.eeWl.1t~~9abd0?,j Cltrls b4dTeseal-cb Cehteb
Title or Type of Document 1. B t s 76 -81 f? m uj 7) Ppn ;e& MD, 9& -&flu
NO. ofpages + LI / Date of Document /D 19f
Signer(s) other than named above c /a/ d e A.Lee1'5 +//et-ha /--%.der,iu P&!4 z
CMWD 96-244
06/1
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CROSS TIE AT
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CARLSBAD RESEARCH CENTER
UNIT 5, LOTS 76 - €31 EXH
RECLAIMED WATER CROSS-TIE c STA, 39+65
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CONSEFT RESOLUTION OF BOARD OF
DIRECTORS IN LIEU OF
MEETING OF BOARD OF DIRECTORS OF
XAMANN CONSOLIDATED, INC.
Pursuant to the California Corporations Code and the Bylaws of HAMANN
CONSOLIDATED, INC., a California corporation (%orporation”), the undersigned, constituting all
of the members of the Board of Directors of the Corporation, pursuant to this Consent Resolution do hereby adopt the following resolutions:
WHEREAS, the Corporation is the sole general partner of TMG Property LP, a
WHEREAS, the Partnership is going into a Reimbursement Agreement for Taylormade,
California limited partnership (referred to as the ‘Partnership”);
Carlsbad Research Center Unit 5, Lots 76-81, CMWD Project No. 96-244 with the Carisbad
Municipal Water District CAgreement”);
RESOLVED: that Jeffrey C. Hamann, as President of the Corporation, is authorized and
empowered, in the name and on behalf of the Corporation and Partnership to execute any and
all documents and instruments that may be necessary or desirable to be executed by the
Corporation concerning or relating to the Partnership, the Property or the Agreement and any
such documents or instruments shall be effective upon execution; and
RESOLVED FURTHER: Jeffrey C. Hamann, as President of the Corporation, is
authorized and empowered to do or cause to be done all such acts or things and to sign and
deliver, or cause to be signed and delivered, all such documents and instruments required or
permitted to be given or made under the terms of the Agreement or any other document required thereof, in the name and on behalf of the Corporation and Partnership or otherwise, as he may
deem necessary, advisable, or appropriate to carry out the purpose and intent of the foregoing
resolution and to perform the obligations of the Corporation under the agreements, documents,
and instruments described in the foregoing resolution, and that all actions taken and things done
by him pursuant to the foregoing authorizations are in all respects approved, ratified and
confirmed.
RESOLVED FURTHER, that this Consent Resolution shall be filed in the minutes of the
proceedings of the Board of Directors of the Corporation.
There being no further business of the Corporation to be considered at the present time,
the undersigned have adopted and agreed to the matters set forth in this Consent Resolution to
be effective as of November 10,1998.
Sy\C:\winword\docsWCIRES2.DOC
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.I STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
) ss.
‘5.m , Nota On November 5, 1998, before me, sY/U/p K. .d@P,W
Public, personally appeared Gregg Hamann, pkrsonally known to me to be the person who
name is subscribed to the within instrument and acknowledged to me that he executed the san
in his authorized capacity, and that by his signature on the instrument the person, or the enti
upon behalf of which the person acted, executed the instrument.
\
WITNESS my hand and official seal.
(SEAL)
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1 .
AGREEMENT OF LIMITED PARTNERSKIP
- OF
TMG PROPERTY LP,
A California Limited Partnership
Effective June 6, 1997
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8.3 Basis Adiustment. The General Partner may cause the Partnership to file an election under
754 of the Code to adjust the basis of Partnership property upon a Distribution of property or transfer of an
in the Partnership. As a result of this election, the General Partner shall have the right to require as a cc
to the granting of Consent to any transfer, the reimbursement of expenditures made by the Partnership for a
and accounting fees incurred to make any such bzsis adjustment. The General Partneraall have the rig€
absolute discretion, to decline to make such an election. The failure to make any election under Sectior
the Code in connection with any particular transfer of an interest in the Partnership shall not affect the rig1
General Partner to make, or refuse to make, such an election with respect to any subsequent transfer of m
in the Partnership.
8.4
.
Other EIections. The Partnership shall have the right, in the absolute discretion of the
Partner, to make or refuse to make any other elections or determinations required or permitted for federal
income tax or other tax purposes. The General Partner may reIy upon the advice of the Partnership’s acc
or tax attorney with respect to the making of any such election.
-.
8.5 Books. The Genera1 Partner, at the expense of the Partnership, shall maintain full and i
books for the Partnership at its principal office, and all Partners shall have the right to inspect and exami
books at reasonable times, upon reasonable notice.
8.6 Reports. The General Partner shall cause to be prepared, at the expense of the Partners1
and all Partnership tax returns and all information pertaining to the Partnership necessary for the prepar
the Partners’ income tax returns, which shall be delivered within seventy-five (75) days after the end of ea(
year. In addition, the General Partner shall cause the Partnership to provide, no less than annually, (a) an
statement for the Partnership showing all income and expenses, @) a balance sheet report, as of the end
fiscal year, reflecting the assets and liabilities of the Partnership, and (c) a report of all transactions betu
Partnership and the General Partner and its Affiliates during the fiscal year.
8.7 Bank Accounts. All receipts of the Partnership shalI be deposited in a commercial bank
in the name of the Partnership at such banks or other institutions, insured by the Federal Deposit In
Corporation, or in a savings and loan association insured by the Federal Savings and Loan Insurance Cop
as the General Partner shall determine. Disbursements may be made by the General Partner for the purc
United States Treasury Bills or the purchase of obligations issued or guaranteed by the United States Gove
or any agency or instrumentality thereof, or otherwise in conformity with the purposes of this Agreemenl
connection with the Partnership’s business. The funds of the Partnership shall not be commingled with th
of any other Person.
ARTICLE 9
hfANAGEhlENT DUTIES AND POWERS
9.1 hfanazement. The Partnership business shall be managed by the General Partner, and
devote to the business affairs of the Partnership such time and effort as the General Partner may from time
deem to be in the best interests of the Partnership and otherwise as necessary to properly carry out its du1
responsibilities under this Agreement.
9.2 Duties and Powers. Subject to any limitations set forth in this Agreement, the General
shall have full charge of overall management, conduct and operation of the Partnership in all respects an
matters and shall have the authority and responsibility to act on behalf of the Partnership in all matters res
the Partnership, its business and its property, and to:
(a) deal in any Partnership assets, whether real property or personalty, including, but
way of limitation, the right to seI1, exchange, or convey title to, and to grant options for saIe of all
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portion of such assets, including any mortgage or leasehold interest or other reaIty or personaIty w
be acquired by the Partnership; to lese all or any portion of its property without limit as to
thereof; to borrow money and 2s security therefor to encumber all or any part of its property;
financing of any deed of trust or deeds of trust placed on its property, or to prepay same in wh
part; to increase, modify, consolidate or extend any deed of trust or deeds of tEst placed on its I
@) employ from time to time, at the expense of the Partnership, Persons,
corporations to render the types of services generally needed to accomplish Partnership purposes ir
but not limited to, architects, engineers, accountants and attorneys. EmpIoyment of such Persor
General Partner shall be on such terms and for such reasonable compensation, as is in accorda
generalIy accepted business practices;
(c) possess and exercise, as may be required, not by way of limitation, but in additior
rights expressly set forth herein, all of the rights and powers of a general partner as more pal
provided by the California Corporations Code, except to the extent that any of such rights may b
or restricted by the express provisions of this Agreement;
(d) execute its responsibility for the safekeeping and use of all funds and asset
Partnership, whether or not in its immediate possession or control, and not to employ, or permit
to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership
execute, acknowledge and deliver any and all instruments and take such other ste] (e) necessary to effectuate the foregoing.
9.3 Compensation or Pavments to Partners. Except as provided, other than on' acc
Distributions to the General Partner on account of its Partnership Interest and except as provided in this
neither the General Partner nor any of its Affiliates shall be entitled to receive, directly or indirec
compensation, commission, or other payments on account of or in connection with the performance of a
duties and responsibilities as the General Partner under this Agreement, or otherwise on account of p.
services to the Partnership.
9.3.1 DeveIopment Fee. All Partners acknowledge and agree that HCI shall have the
cause the Partnership to pay to HCI, or another Affiliate of G. Kamann Trust and 3. Hamann Trust, a f
to three percent (3 76) of all Development Costs, exclusive of the Transfer Costs or other costs attributab
Partnership's acquisition of the Property, incurred by the Partnership in connection with the developmer
Project ("Development Fee"). The Development Fee shall be payable by the Partnership as a normal a
operating expense and prior to any Distributions to Partners of the Partnership. The DeveIopment Fee is
as compensation for general supervision and administration of the Partnership's development of the Pro-
does not include the cost to the Partnership of payment of any actual Development Costs, including any i
payable under the Construction Contract.
9.3.2 ProDertv hlanaeement Fee. All Partners acknowledge and agree that KC1 shall I
right to cause the Partnership to enter into a contract with HCI, or another Affiliate of G. Hamann Trusl
J. Hamann Trust, to act as the property manager for the Project ("Manager"). The Manager shall be en
receive a monthly management fee of one percent (1 %) of the base rent payable under the Lease or any su
or substitute lease ("Property Management Fee"). The Property Management Fee shall be payable
Partnership as a normal and usual operating expense and prior to any Distributions to Partners of the Part1
The Property Management Fee does not include the cost to the Partnership of an on-site manager, I
personnel, advertising or other direct expenses of operation ordinarily and customarily charged to the OW]
property and is intended solely to compensate HCI for administrative and management services in the 01
c:\d~~\taylo\1mgpanO63397 -1 8-
. e 0 Dl WI??\'EsS WHEREOF, rhe Pmies hzve enrered into this Agreement of Li;nired Partnersj$p
effective as provided in W Agreement.
"GEh'ERAL P.4.RIT\ER1*
HAMANN CONSOLIDATED, mx.,
a California corporaion
I
,/
THE CHRIS" COMMuNlTy FOUNDATION, I?
a Texas corporation
By:
[Signature]
print Nme and Title]
c:ucr\hmno\uylu~mY 7 -34-
L
d IN WITNESS WHERE0 f , the Panies hzve entered into this Agree @ nt of Limited Pmership * effective 2s provided in chis Agreement.
“GEh’ERAL PARTI\’ER”
HAMAh” CONSOLIDATED, WC.,
Trustee of the Gregg Hamann FamiIy
Robert I). Hamam, Trustee of the R&ert D. Hamann
FamiIy Trust, UDT dated 5/2/86
Curtis P. Hamann, Trustee of the Curtis P. Hamann F;
Trust, UDT dated 8/10/90
James A. %ode, Trustee of de mode FamiIy Trust
U/A/D 1-15-1990
THE CHRISTIAN COMMUNITY FOUhQATION, D
a Texas corporation
[SignaGFx ,
IC? M. ~OL43i-O~; PPes; d print Name and Title]
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