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2006-05-16; City Council; 18563; Roosevelt Gardens Affordable Housing Credits
CITY OF CARLSBAD - AGENDA BILL AB# 18,563 MTG. 5/16/06 DEPT. HIRED TITLE: REQUESTS TO PURCHASE AFFORDABLE HOUSING PRFDITS IN THE ROOSFVFI T GARDENS CONDOMINIUM AFFORDABLE HOUSING PROJECT DEPT. HD/tS?^) 'jlttS^?PCITY ATTY. (<&S CITY MGR>«feT RECOMMENDED ACTION: 2006-126 APPROVING requests from two (2) developers and/orADOPT Resolution property owners to purchase a total of four (4) Affordable Housing Credits in the Roosevelt Gardens Condominium affordable housing project in order to satisfy the affordable housing obligation of two (2) different housing development projects within the northwest quadrant under the City's Inclusionary Housing Ordinance. ITEM EXPLANATION: On December 20, 2005, the City Council agreed to designate the Roosevelt Garden Condominium development as a Combined Affordable Housing Project under the City's Inclusionary Housing Program. It will provide 11 units of housing affordable to very low income households. These units represent "housing credits" that may be purchased by future housing developers in the northwest quadrant of the City to satisfy their Inclusionary Housing obligations. At the discretion of the City Council, the credits may be sold at a price set by the Council. The current credit price for the subject units is $120,000 and there are 11 credits available for purchase. Following are the list of projects requesting to purchase credits in the Roosevelt Gardens Condominium Project: Project/Developer Tuscany by the Sea Subdivision (Randy Lockett) Carlsbad Village Townhomes (Bob Enright) Totals Location South side of Tamarack; west of Railroad tracks 2683 & 2687 Roosevelt Street Project ID CT 02-1 1 CT 04-21 RP 04-23 Total # of Units 13 9 22 Total # of Credits 2 2 4 The above noted projects are eligible to purchase credits in the Roosevelt Gardens Condominium Affordable Housing Project because they are located in the northwest quadrant of the City, and they represent small developments from an affordable housing perspective. Because of the small size of the projects and the difficult in obtaining financing, the noted applicants have elected to pursue the purchase of affordable housing credits rather than constructing units on the site of their market rate units. The City Council has adopted Policies 57 & 58 that govern the sale of affordable housing credits. The policies require the examination of the feasibility of an on-site proposal, the advantages and disadvantages of an off-site proposal, and whether the off-site project advances the City's housing goals and strategies. The Affordable Housing Policy Team (staff) has reviewed the above requests and utilized the criteria contained in the policies in making their recommendation to approve the purchase of the credits for the noted projects. Page 2 FISCAL IMPACT: The Affordable Housing Credit for the Roosevelt Gardens Condominiums is currently $120,000 per unit. The purchase of a total of 4 credits by the noted two developers/property owners will result in a payment of approximately $480,000 to the Village Redevelopment Agency Low and Moderate Income Housing Fund. These funds will be used to assist in the development of the subject affordable housing project as well as other projects, as appropriate. EXHIBITS: 1. City Council Resolution No. 2006-126 approving purchase of credits by two (2) developers with Inclusionary Housing obligations in the northwest quadrant of the City. 2. Draft Affordable Housing Agreements for proposed developments. Contact: Debbie Fountain, Housing and Redevelopment Department, (760) 434-2815, dfoun@ci.carlsbad.ca.us 1 CITY COUNCIL RESOLUTION NO. 2006-126 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A REQUEST BY TWO 3 (2) DEVELOPERS/PROPERTY OWNERS TO PURCHASE A TOTAL OF FOUR (4) AFFORDABLE HOUSING CREDITS IN THE 4 ROOSEVELT GARDENS CONDOMINIUM AFFORDABLE HOUSING PROJECT IN ORDER TO SATISFY THE 5 AFFORDABLE HOUSING OBLIGATION OF THEm HOUSING DEVELOPMENTS UNDER THE CITY'S INCLUSIONARY 6 HOUSING ORDINANCE. 7 CASE NOS: CT 02-11; CT 04-21 8 WHEREAS, housing developments identified by Tentative Maps CT 02-11 and CT 04-21 have 9 received approval by the Planning Commission and Design Review Board and/or City Council and 10 Housing and Redevelopment Commission for a total of 22 market rate units; and 11 WHEREAS, said developments have requested approval from the City of Carlsbad City Council 12 for the purchase of a total of 4 affordable housing credits in the Roosevelt Gardens Condominium 13 affordable housing project to satisfy the inclusionary housing requirement of said Tentative Maps; and 14 WHEREAS, the City Council did hold a public meeting to consider said request for the purchase 15 of Affordable Housing Credits by said developments; and 16 WHEREAS, at said public meeting, upon hearing and considering all testimony, if any, of all 17 persons desiring to be heard, said Council considered all factors relating to the application and request to 18 purchase Affordable Housing Credits: 19 NOW, THEREFORE, BE IT HEREBY RESOLVED by the City Council of the City of 20 Carlsbad, California, as follows: 21 1. That the above recitations are true and correct. 22 2. The Council finds approval of the developer requests to purchase credits in the Roosevelt Gardens Affordable Housing Condominium development to be consistent with the goals and objectives of the City of Carlsbad's Housing Element, the Inclusionary Housing Ordinance, the Carlsbad General Plan and the Village Redevelopment Plan. 25 3. Based upon the analysis completed by the City's Housing Policy Team and summarized ~fi within the City Council Staff Report, the City Council finds that the off-site satisfaction of the inclusionary housing requirement is in the public interest. 27 //// 28 //// -7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Page 2 4. That based on the information provided within the City Council Staff Report and testimony presented during the public meeting of the City Council, the City Council hereby APPROVES the request by the developers of the following housing developments to purchase a total of 4 affordable housing credits in the Roosevelt Gardens Condominium housing project in order to satisfy the affordable housing obligations of their housing developments under the city's inclusionary housing ordinance: Project/Developer Tuscany by the Sea Subdivision (Randy Lockett) Carlsbad Village Townhomes (Bob Enright) Totals Location South side of Tamarack; west of railroad tracks 2683 & 2687 Roosevelt Street Project ID CT 02-1 1 CT 04-21 RP 04-23 Total # of Units 13 9 22 Total # of Credits 2 2 4 5. That the City Council authorizes the Community Development Director or his or her designee to execute a standard Affordable Housing Agreement with each of the noted developers which allows them to purchase the number of housing credits in the Roosevelt Gardens Affordable Housing Condominium Development as set forth within this resolution, and subject to review and final approval by the City Attorney. PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 16th day of May 2006 by the following vote, to wit: AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose NOES: None ABSENT: None ABSTAIN: , LORRAINE M. WOOD, City Clerk (SEAL) frj?.? 'f'iiiui\\^ Recording Requested by: City of Carlsbad When Recorded Mail to: City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad. California 92008 (Space above for Recorder's Use) AFFORDABLE HOUSING AGREEMENT THIS AFFORDABLE HOUSING AGREEMENT ("Agreement") is entered into this tS day of V)?fl- , 2006, by and between the CITY OF CARLSBAD, a municipal corporation (hereinafter referred to as the "City"), and Robert Enright, property owner, (hereinafter referred to as the "Developer"), is made with reference to the following: RECITALS A. Developer is the owner of certain real property in the City of Carlsbad, County of San Diego, State of California, described in "Attachment A", which is attached hereto and incorporated herein by this reference, and which is the subject of a Tentative Map CT 04-21 which provides conditional approval of the construction of up to nine (9) airspace condominiums ("Project"). B. Chapter 21.85 of the Carlsbad Municipal Code requires that this Affordable Housing Agreement shall be entered into between the City and the Developer as a means of satisfying the Developer's affordable housing obligation ("Affordable Housing Obligation"), as such is defined under Chapter 21.85 of the Carlsbad Municipal Code. Design Review Board Resolution No. 300 provides that the Affordable Housing Obligation of two (2) units may be satisfied by the purchase of affordable housing credits in an off-site combined project, as provided for in Chapter 21.85, Section 21.85.080. NOW, THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. That the Recitals Are True And Correct. 2. THAT SATISFACTION OF DEVELOPER'S AFFORDABLE HOUSING REQUIREMENT WILL BE BY THE PURCHASE OF AFFORDABLE HOUSING CREDITS. June 11, 2002 (a) Performance under this Agreement satisfies the Developer's obligation for affordable housing under Chapter 21.85 of the Carlsbad Municipal Code as applied to the land covered by Carlsbad Tract No. CT04-21 by reason of the approvals of the Tentative Map of CT 04-21, including Condition No. 14 listed in Design Review Board Resolution No. 300, and any other applicable approval. (b) The Developer shall purchase two (2) Affordable Housing Credits in the Roosevelt Street Condominiums project (within the Northwest Quadrant of the City of Carlsbad) for an amount established by resolution of the City Council and as permitted by Condition No. 14 of Design Review Board Resolution No.300 no later than two (2) years following City Council approval of this Agreement. The credit fee shall be paid prior to the Developer receiving any building permits for the project. The subject housing credits will be reserved for said Developer for no longer than two (2) years following City Council approval of this Agreement. If the Developer does not purchase the subject credits within two (2) years of the date of this Agreement, the City shall make the credits available to one or more alternate developers and the said Developer for this Agreement shall then be required to satisfy said inclusionary housing obligation through alternate methods as approved by the City. 3. REMEDIES Failure by the Developer to perform in accordance with this Agreement will constitute failure to satisfy the requirements of Chapter 21.85 of the Carlsbad Municipal Code and Condition No. 14 of Design Review Board 300. Such failure will allow the City to exercise any and all remedies available to it including but not limited to withholding the issuance of building permits for the lots shown on Carlsbad Tract No. CT 04-21. 4. HOLD HARMLESS Developer will indemnity and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including attorneys' fees and expenses) sustained or incurred because of or by reason of any and all claims, demands, suits, or actions, obtained, allegedly caused by, arising out of or pertaining in any manner to Developer's actions or defaults pursuant to this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto. June 11,2002 5. NOTICES All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested to the party to receive such notice at the address set forth below: TO THE CITY: City of Carlsbad Housing and Redevelopment Department Attn: Housing & Redevelopment Director 2965 Roosevelt Street, Suite B Carlsbad, California 92008-2389 TO THE DEVELOPER: Robert Enright 224 Violet Avenue San Marcos. Ca. 92078 Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. 6. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and no modification hereof shall be binding unless reduced to writing and signed by the parties hereto. 7. DURATION OF AGREEMENT This Agreement shall terminate and become null and void upon the payment of the Affordable Housing Credits, or the repeal, termination, or modification of any applicable ordinance which act would render the Affordable Housing Obligation unnecessary or unenforceable. 8. SUCCESSORS This Agreement shall benefit and bind the Developer and any successive owners of Affordable Housing Lots. June 11, 2002 9. SEVERABILITY In the event any provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless, be and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the day and year first above written. DEVELOPER By: Name Title CITY City of Carlsbad, a Municipal corporation By: C^L,L^^V^/^ Sandra L. Holder Community Development Director By: Name Title If required by City, proper notarial acknowledgment of execution by Developer must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONAfcD R. BALL, City Attorney By:/ V JU-ffi QL \ ^ Assistant City Attorney jgY a z_/ 06. June 11,2002 ATTACHMENT A LEGAL DESCRIPTION OF SUBJECT PROPERTY The land referred to in this report is situated in the State of California, County of San Diego and is described as follows: The Northeast half of Lot 26, Seaside Lands, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 1722, filed in the Office of the County Recorder of San Diego County, July 28, 1921. APN: 203-101-02 AII|ee Attached California AH-Purpose Acknowledgment June 11,2002 California Ail-Purpose Acknowledgment STATE OF CALIFORNIA COUNTY OF SAN DIEGO On fa> MA. Yc ^ A 0 04 , before me, B. R. Mehta, Notary Public, personally appeared DATE NAME(S) OF SIGNER(S) D B. R. MEHTA COMM. #1581280 m Notary Publlc-CaHfornli <2 SAN OIEGO COUNTY •* My Comm. Exp. May 22,2009 \ personally known to me proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY PUBLIC OPTIONAL THOUGH THE INFORMATION BELOW IS NOT REQUIRED BY LAW, IT MAY PROVE VALUABLE TO PERSONS RELYING ON THE DOCUMENT AND COULD PREVENT FRAUDULENT REMOVAL AND REATTACHMENT OF THIS FORM TO ANOTHER DOCUMENT. DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT DOCUMENT DATE NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE CAPACITY(IES) CLAIMED BY SIGNER SIGNER'S NAME D INDIVIDUAL D CORPORATE OFFICER—TITLE(S) D PARTNER—D LIMITED D GENERAL D ATTORNEY-IN-FACT D TRUSTEE D GUARDIAN OR CONSERVATOR D OTHER SIGNER IS REPRESENTING RIGHT THUMBPRINT OF SIGNER Recording Requested by: City of Carlsbad When Recorded Mail to: City of Carlsbad City Clerk's Office Attn: City Clerk 1200 Carlsbad Village Drive Carlsbad. California 92008 (Space above for Recorder's Use) AFFORDABLE HOUSING AGREEMENT THIS AFFORDABLE HOUSING AGREEMENT ("Agreement") is entered into this -* day of Vheu- , 2006, by and between the CITY OF CARLSBAD, a municipal corporation (hereinafter referred to as the "City"), and Ville di Paradiso, a limited liability corporation (hereinafter referred to as the "Developer"), is made with reference to the following: RECITALS A. Developer is the owner of certain real property in the City of Carlsbad, County of San Diego, State of California, described in "Attachment A", which is attached hereto and incorporated herein by this reference, and which is the subject of a Tentative Map CT 02-1 1 which provides conditional approval of the construction of thirteen (13) airspace condominiums ("Project"). B. Chapter 21.85 of the Carlsbad Municipal Code requires that this Affordable Housing Agreement shall be entered into between the City and the Developer as a means of satisfying the Developer's affordable housing obligation ("Affordable Housing Obligation"), as such is defined under Chapter 21.85 of the Carlsbad Municipal Code. Planning Commission Resolution No. 533 1 provides that the Affordable Housing Obligation of two (2) units may be satisfied by the purchase of affordable housing credits in an off-site combined project, as provided for in Chapter 21.85, Section 21. 85.080. NOW, THEREFORE, incorporating the foregoing Recitals and in consideration of the mutual covenants contained herein, the parties agree as follows: 1 . That the Recitals Are True And Correct. 2. THAT SATISFACTION OF DEVELOPER'S AFFORDABLE HOUSING REQUIREMENT WILL BE BY THE PURCHASE OF AFFORDABLE HOUSING CREDITS. June 11, 2002 A-/2, / f; j" 0)00 (f - (a) Performance under this Agreement satisfies the Developer's obligation for affordable housing under Chapter 21.85 of the Carlsbad Municipal Code as applied to the land covered by Carlsbad Tract No. CT02-11 by reason of the approvals of the Tentative Map of CT 02-11, including Condition No. 14 listed in Planning Commission Resolution No.5331, and any other applicable approval. (b) The Developer shall purchase two (2) Affordable Housing Credits in the Roosevelt Street Condominiums project (within the Northwest Quadrant of the City of Carlsbad) for an amount established by resolution of the City Council and as permitted by Condition No. 13 of Planning Commission Resolution No.5331 no later than two (2) years following City Council approval of this Agreement. The credit fee shall be paid prior to the Developer receiving any building permits for the project. The subject housing credits will be reserved for said Developer for no longer than two (2) years following City Council approval of this Agreement. If the Developer does not purchase the subject credits within two (2) years of the date of this Agreement, the City shall make the credits available to one or more alternate developers and the said Developer for this Agreement shall then be required to satisfy said inclusionary housing obligation through alternate methods as approved by the City. 3. REMEDIES Failure by the Developer to perform in accordance with this Agreement will constitute failure to satisfy the requirements of Chapter 21.85 of the Carlsbad Municipal Code and Condition No. 14 of Planning Commission Resolution No.5331. Such failure will allow the City to exercise any and all remedies available to it including but not limited to withholding the issuance of building permits for the lots shown on Carlsbad Tract No. CT 02-11. 4. HOLD HARMLESS Developer will indemnity and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including attorneys' fees and expenses) sustained or incurred because of or by reason of any and all claims, demands, suits, or actions, obtained, allegedly caused by, arising out of or pertaining in any manner to Developer's actions or defaults pursuant to this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto. June 11,2002 5. NOTICES All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested to the party to receive such notice at the address set forth below: TO THE CITY: City of Carlsbad Housing and Redevelopment Department Attn: Housing & Redevelopment Director 2965 Roosevelt Street, Suite B Carlsbad, California 92008-2389 TO THE DEVELOPER: Ville di Paradiso, LLC C/O Tuscany by the Sea P.O. Box 1842 Carlsbad, Ca. 92018 Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. 6. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties and no modification hereof shall be binding unless reduced to writing and signed by the parties hereto. 7. DURATION OF AGREEMENT This Agreement shall terminate and become null and void upon the payment of the Affordable Housing Credits, or the repeal, termination, or modification of any applicable ordinance which act would render the Affordable Housing Obligation unnecessary or unenforceable. 8. SUCCESSORS This Agreement shall benefit and bind the Developer and any successive owners of Affordable Housing Lots. June 11,2002 9. SEVERABILITY In the event any provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless, be and remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the day and year first above written. DEVELOP By: CITY City of Carlsbad, a Municipal corporation By: 9^/^y j „ ^ 7$Ll^ Sandra L. Holder Community Development Director By: Ville di Paradise, LLC Name Title If required by City, proper notarial acknowledgment of execution by Developer must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONAiDR. BALL, City Attorney Assistant City Attorney jT- 2 2 June 11,2002 ATTACHMENT A LEGAL DESCRIPTION OF SUBJECT PROPERTY The land referred to in this report is situated in the State of California, County of San Diego and is described as follows: That portion of Lot 6 in Block S of Palisades Number Two, in the City of Carlsbad, County of San Diego, State of California, according to the Map thereof No. 1803, filed in the Office of the County Recorder of San Diego County, on August 25, 1924. APN: 206-02-08-00 June 11, 2002 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ^ 1 Countvof J>^^ \^4(L4r&^ \cr On D - | - D (p . before me. * Date ^ personally appeared l^^w^-^l^ I x06£*K EU2MBETHFRANO8CU8 j£L,j2§k Commission §1364382 fBpFlfSD Notary Public - CaWomta I^jpy/ San D»90 County ^B*^ MyComm Expires Jul 18.2006 J Name and Title of Officer (e.g., "Jane Doe, Notary Public") J W ^t. 4\ f°-Jt *^&* 1 1*A^ ^" • f^^ **T^~^_ ( ( Name(s) of Signerfs) S'personally known to me LJ proved to me on the basis of satisfactory evidence ' to be the person(e) whose namej;*) is/afe subscribed to the within instrument and acknowledged to me that he/she/lhey executed the same in his/ter/their authorized capacity(je«), and that by his/bef/their signature^) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand a«d official seal. p. ^TLTr Place Notary Seal Above ~" A Sigrfa jre of Notary Public ~^-J Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document . / . I ,/» / Title or Tvpe of Document: nffffY#fl*3lC. iTOUSiOC, n^/t€fY\^r!\ Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer^ Signer's Name: /C^wX^^c,-/ A.. o^ 1[^Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator H Other: Sianer Is Representina: J 0 Number of Pages: f >*^ C^t ^— \^n^^ \^ lTiTciaIZlSTlTnjlTyri|2|l Top of thumb here <j!SijC*3^ © 1997 National Notary Association • 9350 De SotoAve.. P.O. Box 2402 • Chatsworth, CA 91313-2402 Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 State of California Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY- STATEMENT OF INFORMATION Filing Fee $20.00 - If Amendment, See Instructions IMPORTANT- Read Instructions Before Completing This Form 1. LIMITED LIABILITY COMPANY NAME: (Do not alter if name is preprinted.) Ville di Paradise, LLC This Space For Filing Use Only 2. SECRETARY OF STATE FILE NUMBER 200329510153 3. STATE OR PLACE OF ORGANIZATION California PRINCIPAL EXECUTIVE OFFICE STBEEE ADDRESS 391 Tamarack Avenue CTTY Carlsbad STATE CA ZIP CODE 92008 5. CALIFORNIA OFFICE WHERE RECORDS ARE MAINTAINED (FOR DOMESTIC ONLY) SJBEEE ADDRESS 391 Tamarack Avenue CITY Carlsbad STATE CA ZIP CODE 92008 6. CHECK THE APPROPRIATE PROVISION BELOW AND NAME THE AGENT FOR SERVICE OF PROCESS [ xl AN INDIVIDUAL RESIDING IN CALIFORNIA. [ ] A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO CALIFORNIA CORPORATIONS CODE SECTION 1505. AGENTS NAME: Rapr|y 7. ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL ADDRESS 391 Tamarack Avenue CITY Carlsbad STATE CA ZIP CODE 92008 8. DESCRIBE TYPE OF BUSINESS OF THE LIMITED LIABILITY COMPANY. Real Estate Development 9. LIST THE NAME AND COMPLETE ADDRESS OF ANY MANAGER OR MANAGERS, OR IF NONE HAVE BEEN APPOINTED OR ELECTED, PROVIDE THE NAME AND ADDRESS OF EACH MEMBER. ATTACH ADDITIONAL PAGES, IF NECESSARY. 9a. NAME Randy Lockett ADDRESS P.O. Box 1842 cm- Carlsbad STATE CA ZIP CODE 92018 9b. NAME ADDRESS CITY STATE ZIP CODE 9c.NAME ADDRESS CITY STATE ZIP CODE 10. CHIEF EXECUTIVE OFFICER (CEO), IF ANY NAME Randy Lockett ADDRESS P.O. BOX 1842 CITY Carlsbad STATE CA ZIP CODE 92018 11. NUMBER OF PAGES ATTACHED, IF ANY: 12. THIS STATEMENT IS TRUE, CORRECT, AND Randy Lockett TYPE OR PRINT NAME OF PERSON COMPLETING FORM "—•^si 11/21/03 TITLE DATE DUE DATE: January 22, 2004 SEC/STATE FORM LLC-12 (REV. 01/03)APPROVED BY SECRETARY OF STATE ACTION BY UNANIMOUS WRITTEN CONSENT OF MEMBERS OF VILLE DIPARADISO, LLC Effective Date: November 21,2003 THE UNDERSIGNED, being all of the members of Ville Di Paradise, LLC ("LLC") and acting by unanimous written consent without a meeting pursuant to Section II (7) of the Operating Agreement of the LLC, hereby adopt the following resolutions: 1. Articles of Organization RESOLVED, a certified copy of the articles of organization filed in the office of the California Secretary of State on October 22,2003 as may be amended and restated from time to time, shall be kept in the minute book of the LLC. 2. Agent for Service of Process RESOLVED, Randy Lockett, aresident of California, whose address is 391 Tamarack Ave., Carlsbad, CA 92008, is approved as the LLC's agent for service of process in California as required by Section 17057(b) of the California Corporation's Code. 3. Approval of Operating Agreement RESOLVED, the operating agreement adopted by the members of the LLC is approved; and RESOLVED FURTHER, the secretary of the LLC is authorized and directed to execute a certificate of the adoption of the operating agreement, to insert in the operating agreement as so certified in the minute book of the LLC, and to cause a copy of the operating agreement, as it may be amended from time to time, to be kept and maintained at the principal executive office of the LLC, in accordance with Section 17058(a)(5) of the California Corporation Code. 4. Officers RESOLVED, the following named persons are hereby appointed to hold the office set forth opposite his/her name and to serve in such office at the pleasure of the members until the next annual meeting and until their successor is elected and qualified: Name Office Randy Lockett President Randy Lockett Vice President Randy Lockett Chief Financial Officer Randy Lockett Secretary RESOLVED FURTHER, for purposes of any reporting or the execution of any documents requiring the signature of the "treasurer", the chief financial officer is deemed to also be the treasurer of the LLC. State of California Kevin Shelley Secretary of State LIMITED LIABILITY COMPANY CERTIFICATE OF AMENDMENT A $30.00 filing fee must accompany this form. IMPORTANT - Read instructions before completing this form. ENDORSED - FILED in the office of the! Secretary of State of the State of California SEP 03 2004 KEVIN SHELLEY Secretary of State This Space For Filing Use Only 1. SECRETARY OF STATE FILE NUMBER 200329510153 2. NAME OF LIMITED LIABILITY COMPANY Ville di Paradiso, LLC 3.COMPLETE ONLY THE SECTIONS WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED IF NECESSARY. A. LIMITED LIABILITY COMPANY NAME (END THE NAME WITH THE WORDS "LIMITED LIABILITY COMPANY,' "LTD. LIABILITY CO.' OR THE ABBREVIATIONS "LLC' OR "LUC/) Tuscany By The Sea, LLC B. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (CHECK ONE): ONE MANAGER MORE THAN ONE MANAGER ALL LIMITED LIABILITY COMPANY MEMBER(S) C. AMENDMENT TO TEXT OF THE ARTICLES OF ORGANIZATION: D. A PART OF THIS CERTIFICATE. OTHER MATTERS MAY INCLUDE A CHANGE IN THE LATEST DATE ON WHICH THE LIMITED LIABILITY COMPANY IS TO DISSOLVE OR ANY CHANGE IN THE EVENTS THAT WILL CAUSE THE DISSOLUTION. 4. FUTURE EFFECTIIE EFFECTiyEJJATI•£, IF ANY: MONTH DAY YEAR 5. NUMBER OF PAGESTATTACHED,NUMBER OF PAGE* 6. / IT IS HEREBY DECLARED TH /XVW^f SON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. September 1,2004 rOFAUt fLockett, Resident DATE TYPE OR PRINTNT/NAMEAND TITLE OF AUTHORIZED PERSON 7. RETURN TO:r NAME Linda L. Sager FIRM Herold & Sager ADDRESS 550 Second Street, Suite 200 CITY/STATE Encinitas, CA ZIP CODE 92024 L SEC/STATE FORM LLC-2 (Rev. 12/2003) - FILING FEE $30.00 APPROVED BY SECRETARY OF STATE