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HomeMy WebLinkAboutAMEND 2017-0005; PACIFIC COAST SPIRITS; Master Plan (MP)C_cityof Carlsbad - LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Development Permits D Coastal Development Permit D Minor D Conditional Use Permit D Minor D Extension D Day Care (Large) □ Environmental Impact Assessment □ Habitat Management Permit OMinor □ HIiiside Development Permit OMinor (FOR DEPT. USE ONLY) Leqls/atlve Penn/ts D General Plan Amendment D Local Coastal Program Amendment I\M6NX, '2.011-0~ Ill Master Plan 0 Amendment D Specific Plan D Zone Change □Amendment D Zone Code Amendment (FOR DEPT. USE ONLY) □ □ Nonconforming Construction Permit Planned Development Permit OMinor South Carlsbad Coastal Review Area Permits D Review Permit D Residential D Non-Residential D Administrative D Minor D Major □ Planning Commission Determination □ Reasonable Accommodation VJJlaae ReyfewArea Permits □ Site Development Plan OMinor □ Special Use Permit D Review Permit D Administrative D Minor D Major B □ Tentative Parcel Map (Minor Subdivision) □ Tentative Tract Map (Major Subdivision) D Variance [Z]Minor NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00 P.M. ASSESSOR PARCEL NO(S).: 204-010-03 & 04 ------------------------------PROJECT NAME: PACIFIC COAST SPIRITS BRIEF DESCRIPTION OF PROJECT: SEE ATTACHMENT PROJECT VALUE (SITE IMPROVEMENTS) ESTIMATED COMPLETION DATE JUNE 1, 2017 LocAT10N oF PROJECT: Village Review Zone, District 6 STREET ADDRESS ON THE: WEST SIDE OF TYLER ST. (NORTH, SOUTH, EAST, WEST) (NAME OF STREET) BETWEEN OAK AVE. AND PINE AVE. (NAME OF STREET) (NAME OF STREET) P-1 Page 1 of6 --,.;-.,1116 MAILING ADDRESS·. 2~¥ B 'S?C 13Y CITY, STATE,ZIP: ~~ (!Awt ~/VO ~Q4~ TELEPHONE: 0~ ~_,'314/) CA-9z oe7J EMAILADDREss7~ t:> -~/• Kos, M tJ M I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS SET FORTH HER IN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES OF APPUcA;ioN. ~ l·/•U:uz DATE APPLICANT'S REPRESENTATIVE (Print): MAILING ADDRESS: CITY, STATE, ZIP: TELEPHONE: EMAIL ADDRESS: I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. SIGNATURE DATE APPLICANT NAME (Print): ~" C -4:c) LA'::> Ha:vV\.v-10!:::(~ MAILING ADDRESS: 9Do HAAR) i2:R _ A-?I A CITY, STATE, ZIP: qioz.-'-[ TELEPHONE: EMAIL ADDRESS: i+~V""-oHD Mc{i?__ G,,N'IA:1 L. THE LEGAL REPRESENTATIVE OF THE OWNER ABOVE INFORMATION IS TRUE AND CORRECT TO WLEDGE. IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. IMJE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND B NY SU CESS S INTEREST. FOR CITY USE ONLY P-1 Page 2 of6 ECEIVED MAR 1 0 2017 CITY OF CARLSBAD DATE STAM~ht·tiS'2 ~?o 1,J~~?JD RECEIVED BY: Sttt~ Revised 09/16 Indemnification and Insurance Requirement for Villa e Area Administrative Permit Certification Statement I Certify that I am the Legal Business OWner of the subject business and that all of the above information is true and correct to the best of my knowledge. I agree to accept and abide by any conditions placed on the subject project as a result of approval of this application. I agree to indemnify, hold harmless, and defend the City of Carlsbad and its officers and employees from all claims, damage or liability to persons or property arising from or caused directly or indirectly by the installation or placement of the subject property on the public sidewalk and/or the operation of the subject business on the public sidewalk pursuant to this permit unless the damage or liability was caused by the sole active negligence of the City of Carlsbad or its officers or employees. I have submitted a Certificate of Insurance to the City of Carlsbad in the amount of one million dollars issued by a company which has a rating in the latest "Best's Rating Guide" of "A-" or better and a financial size of $50-$100 (currently class VII} or better which lists the City of Carlsbad as "additional insured" and provides primary coverage to the City. I also agree to notify the City of Carlsbad thirty days prior to any cancellation or expiration of the policy. The notice shall be delivered to: City Planner City of Carlsbad 1635 Faraday Avenue Carlsbad The insurance shall remain in effect for as long as the property is placed on the public sidewalk or the business is operated on the public sidewal T is agreement is a condition of the issuance of this administrative permit for the subject of this permit on the, · sidewalk. I understand that an approved administrative permit shall remain in effect for as long as o · · plays are permitted within the Village Review Area and the permittee remains in compliance with the · 1 proved permit. i Signature -----:i~~{lff.-------------Date: 03/01/2017 Certification Statement I Certify that I am the Legal Property Owner for the subject business location and that all of the above information is true and correct to the best of my knowledge. I support the applicant's request for a permit to place the subject property on the public sidewalk. I understand that an approved administrative permit shall remain in effect for as long as outdoor displays are permitted within the Village Review Area and the permittee remains in compliance with the subject approved permit. Signature ___________________ _ Date: __________ _ P-1 Page 3of6 Revised 09/16 _____________ .,,,...-, ____________ _ ('cicyof Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. 2. P-1(A) APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) \ Corp/Part .lo\AMmo~o :> co , L.-1,C C Person Title cY-J N ~ °\1-Title ~ Address iocg y-.J~\l .. :~o it--t>. Av< IL Address ___________ _ ~"''-'N ,.,A~, C/k 4z,oi..'1 OWNER (Not the owner's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Personl">'1A7U/<,CCc.t t.. /-[Ac-'-Corp/Part.3~5-.3/Y/ 7Y£:~ fkO!})e.~t!?:5 -r c.-t:-C!'.. Title /J,G,,,gtGe_ '1AN~~C/l. Title ___________ _ Address 2.,t1;y. 8 ~cc J,3y ~ '-0 .,q ,'IA , ,AJ t:J /? ,s:-,.. (. Address ____________ _ Page 1 of 2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to ( 1 ) or (2) above is a nonprofit organization or a trust, list the names and addresses of ~ person serving as an officer or director of the non- profit organization or as trus:::-:::neficiary of the. Non Profit/Trust. ____ ;>.,...~---Non Profit/Trust. __________ _ Title / Title Address Z Addr_es_s _____ --,,,,...__ ____ _ z z 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes ~ No ff yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to t y knowledge. ~r/~ -S-i ..,,_,,;--,..,.,.,..'+----------- NICHOLAS HAMMOND Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent P-1 (A) Page 2 of 2 Revised 07/10 __________ __,, _____________ . ~, ___________ _ (''cicyof Carlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: PACIFIC COAST SPIRITS APPLICANT NAME: NICHOLAS HAMMOND Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Please describe fully the proposed project by application type. Include any details necessary to adequately explain the scope and/or operation of the proposed project. You may also include any background information and supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet if necessary. Description/Explanation: P-1(B) Page 1 of 1 Revised 07/10 This submittal is a request to amendment to the Carlsbad Village Master Plan ahead of schedule allowing on two uses within District 6. 1. Allow for a distillery to be of provisional use within District 6 2. Allow for a restaurant to be of provisional use within District 6 Today is an exciting time in the craft world! Specifically, the craft spirits industry, as it is in it's infancy. We are today, with the craft spirits industry, where we were with the craft brewing industry ten years ago. To take it a step further, in January 2016, California State passed a bill that would allow craft distillers to operate a restaurant on the same premises of the production of their products, much like the craft brewery model. My vision is to build a small craft distillery with a restaurant focused on the meld of my two strongest passions: farm-to-table libation and food. A little about me, I started wine making in 2004. In 2008 my family and I founded our family winery in Northern California. I have spent over a decade educating myself on spirits, traveling around the world learning types and styles. The last three years I have been building and planning the creation of Pacific Coast Spirits. At Pacific Coast Spirits we are going to celebrating all that is California, our motto is "Where the Mountains meet the Ocean". We are using old world distilling techniques along with industry best practices to bring the world of spirits and a taste of California to our customers. We are going to do this through our farm-to-table libations and food. We will be using California grown grain and fruits to make our spirits, the left over grain and grapes go to local farmers for feed, the livestock that feed on this grain become the source for our culinary experience. We are going to make a fun circle in the life cycle of production and not wasting any product. We are a sustainable business with focus on our community. We will have local events and fundraisers to give back to the community and it's people. We will be a neighborhood family business that will in time be recognized nationally. We will be paving the ground in our industry and we want to do it in a community that will also support us. My family and I love North County San Diego, it is a place we will always call home. To build this project in a forward thinking community like Carlsbad would be a perfect fit. Under the new Village/Barrio Master Plan restaurants and distilleries will be allowed in District 6. Restaurants will be a permitted use and distillery will be allowed with a provisional use permit. Wineries are currently permitted with a provisional use permit and our process and impact is nearly identical. The master plan process is said to be scheduled to be completed within another 12 months, but has had delays and will likely see more. Our use type has been identified as to be acceptable once the Village Master Plan is complete. The proposed Pacific Coast Spirits is in this area and would fit the use that is envisioned within the new master plan. Additionally, we will not be changing the footprint or height of our existing building. Our focus is to bring a small neighborhood family focused restaurant with a distillery and winery on premise. Our foods will be focused on craft as well as our spirits and wines as described above. Our purpose is to educate and represent Carlsbad well within the craft world. To allow for us to invest in the property and buildout of our business in this location, and in Carlsbad, we need to be permitted by June 1, 2017, due to lease, funding and licensing. We ask that our uses be allowed ahead of schedule to the overall Village Master Plan completion and allowing us to operate our craft restaurant, distillery and winery in District 6. OPERATING AGREEMENT 3135-3181 TYLER STREET PROPERTIES, LLC This Operating A grccmcnt (the "Agreement") of 3135 -3181 TYLER STREET PROPERTIES. LLC, a California limited liability company (the "Company"), is entered into as of May 3 I, 2017, by and among the Company, each Person identified on Schedule ..... attached hereto (the .. Members Schedule") as of the date hereof as a Member and who has executed this Agreement or a counterpart thereof and each other Person who, after the date hereof_ becomes a Member of the Company in accordance with the terms of this Agreement by executing and delivering a joindcr agreement hereto lo the Company (collectivel). the "Members''), pursuant to the California Revised Uniform Limited Liability Company Act ("RULLCA"). Unless otherwise noted, capitalized terms used in this Atrccmenl have the meanings ascribed herein, as more fully set forth in Article X. LLC. ARTICLEt ORGANJZA TIONAL MATTERS Section 1.01 Name. The name of the Company is 3135-3181 TYLER STREET PROPERTIES, Section 1.02 Principal Office. The principal office of the Company is located at 2948 Wintergreen Drive. Carlsbad. CA 92008, or such other location as may from time to time be determined by the Manager (as dcfmed in Section 10.0l(i)). The Manager will give prompt notice ofany such change to each of the Members. Section 1.03 Office and Agent for Service of Process. The office for scn·icc of process on the Company and the agent for service of process on the Company in the State of California wiU be the office of the initial agent named in the Articles of Organization or such other office ( which need not be a place of business of the Company) or such other Person or Persons as the Manager may designate from time to time in the manner provided by the RULLCA and Applicable Law (as defined in Section IO.0 l(b)). Section 1.04 Purpose; Powersi Operatin2 Agreement. (a) The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under RULLCA and lo engage in activities necessary or incidental thereto. (b) The Company will have all the powers necessary or convenient to carry out the purposes for which it is organil'.Cd, including the powers granted by RULLCA. (e) This Agreement will constitute the "'operating agreement'· (as that term is used in RULL CA) of the Company. The rights. powers. duties. obligations, and liabilities of the Members will be determined pursuant to RULLCA and this Agreement To the extent that the rights, powers, duties. obligations, and liabilities of any Member arc different because of any provision of this Agreement than they would be under RULLCA in the absence of such provision, this Agreement will, lo the extent permitted by RULLCA, control. Section 1.05 Tenn. The term of the Company commenced on the date the articles of organi1.ation of lhc Company (the "Articles of Or2anization") were filed with the Secretary of State of the State of California and will continue in existence until the date the Company is dissolved in accordance with the provisions of this Agreement or as provided by law. ARTICLE II MEMBERS Section 2.01 Members, The names. business, residence, or mailing address of the Members. Capital Contributions, and Membership Interests of the Members arc set out in the Members Schedule. The Manager will update the Members Schedule on the issuance or Transfer of any Membership Interests lo any new or existing Member in accordance with this Agreement Sedion 2.02 Capital Contribution(s); Capital Accounts; No Withdrawals. (a) The Members have contributed to the Company the amounts, in the form of cash. property, services, or a promissory note or other obligation (as such amounts may be amended herein from lime lo time, the ''Capital Contribution(s)') set out in the Members Schedule, No Member is required to make additional Capital Contributions to the Company. (b) The Company will establish and maintain for each Member a separate capital account (a .. Capital Account") on its books and records in accordance with the provisions of Section 704(b) of the Code and Treasury Regulations Section L704-l(b) (2) (iv). Each Capital Account will be (i) credited by such Member's Capital Contributions to the Company and any profits allocated to such Member in accordance with Section 4.01 and (ii) debited by any distributions lo such Member pursuant to Section 5.0l(a) and any losses allocated to such Member in accordance with Section 4.01. For purposes of maintaining the Members' Capital Accounts, profits and losses will be determined in accordance with Treasury Regulation Section 1.704-l(b). The Capital Accounts will be adjusted by the Manager upon the occurrence of an event described in Treasury Regulations Section l.704-l(b) (2) (iv) (f) (5) in the manner described in Treasury Regulations Section l.704-l(b) (2) (iv) (f) (5) and (g) if the Manager determines that such adjustments are necessary or appropriate lo reflect the relative economic interests of the Members. In a T ransfcr of any Membership Interest is made in accordance with the terms of this Agreement. the Transferee will succeed to the Capital Account of the Transferor to the extent it relates to the transferred Membership Interest (c) No Member will be entitled lo withdraw any part of its Capital Account or to receive any distribution from the Company, except as otherwise provided in this Agreement. Section 2.03 Admission of Additional Members. (a} Additional Members may be admitted from time to time in connection with (i) the issuance of Membership Interests by the Company, subject lo compliance with the provisions of Section 3.02(h). or (ii) a Transfer of Membership Interests, subj~t to compliance with the provisions of Article VI, and in either case, following compliance wilh the provisions of Section 2.03(b). (b) For any Person not already a Member of the Company to be admiucd as a Member, whether pursuant to an issuance or a Transfer (including a Permitted Transfer, as defined in Section 6.02(b)) of Membership Interests, such Person must have executed and delivered lo the Company (i) an executed written undertaking substantially in the form of the Joinder Agreement attached at Page 2 of 16 Exhibit .. A., (a "Joinder Agreement") and (ii) if such Person is a natural person who has a Spouse. an executed written undertaking substantially in the fonn of the Spousal Consent Upon the amendment of the Members Schedule by tl1c Manager and the satisfaction of any other applicable conditions, including, if a condition, the receipt by the Company of payment for the issuance of the applicable Membership Interests, such Person will be admitted as a Member, will be a party hereto, will be deemed listed as such on the books and records of the Company, and thereupon will be issued his, her or its Membership Interests. The Manager will also adjust the Capital Accounts of the Members as necessary in accordance with Section 2.02(b). Section 2.04 Dissociation. No Member will have the ability to dissociate or withdraw as a Member pursuant to Section 17706.0l(a) or Section l 7706.02(a) of RULLCA, or otherwise. prior to Ille dissolution and winding up of Ille Company and any such dissociation or withdrawal or attempted dissociation or withdrawal by a Member prior to Ille dissolution or winding up of the Company will be null and void. As soon as any Member ceases to hold any Membership Interests, such Person will no longer be a Member. Section 2.05 Certification. (a) The Manager may, but will not be required to. issue certificates to each Member evidencing the Membership Interests held by such Member. (b) lf the Manager issues ccrti lieatcs representing Membership Interests in accordance with Section 2.05(a), then in addition to llfl)' otllcr legend required by Applicable Law, all certificates representing issued and outstanding Membership Interests must bear a legend substantially in the following fonn: THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPERA TING AGREEMENT AMONG THE COMPANY AND ITS MEMBERS. A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. NO TRANSFER. SALE. ASSIGNMENT, GIFT, PLEDGE. ENCUMBRANCE. HYPOTHECATION, OR OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH OPERATING AGREEMENT. THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTlflCA TE HA VE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. OR UNDER ANY OTHER APPUCABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD. ASSIGNED, GIFTED, PLEDGED, ENCUMBERED. HYPOTHECATED. OR OTHERWISE DISPOSED EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) AN EXEMPTION FROM REGISTRATION THEREUNDER. Section 2.06 Meetings. (a) Meetings of the Members may be called by (i) the Manager or (ii) a Member or group of Members holding more than twenty-five percent (25%) of the Membership Interests. (b) Written notice stating the place, date. and time of the meeting. the means of electronic video screen communication or transmission. if any, and describing the purposes for which the meeting is cal led, will be delivered nol fewer than ten ( l 0) days and not more than sixty (60) days before the date of the meeting lo each Member. by or at the direction of the Manager or Page 3 of 16 the Member(s) calling the meeting, as the case may be. The business to be conducted at such meeting will be limited to the purposes described in the notice. The Members may hold meetings at the Company's principal office or at such other place, within or outside the State of California, as the Manager or the Mcmbcr(s) calling the meeting may designate in the notice for such meeting. (c) Any Member may participate in a meeting of the Members (i) using conference telephone or electronic video screen communication, if all Persons participating in the meeting can talk to and hear each other or (ii) by Electronic Transmission by or to the Company if the Company (I) implements reasonable measures to provide Members. in person or by proxy, a reasonable opportunity to participate and vote, including an opportunity to read or hear the meeting's proceedings substantially concurrently with the proceedings and (2) maintains a record of votes or other action taken by the Members. Participation in a meeting by such means will constitute presence in person at such meeting. (d) On any mallcr that is lo be voted on by the Members, a Member may vote in person or by prO"-'Y, and such proxy may be granted in writing signed by such Member, using Electronic Transmission authorized by such Member or as otherwise permitted by Applicable Law. Every proxy will be revocable in the discretion of the Member executing it unless otherwise provided in such proxy: provided, that such right to revocation will not invalidate or otherwise affect actions taken under such proxy prior to such revocation. (c) Attendance of a Member at any meeting will constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (f) A quorum of any meeting of the Members will require the presence, whether in person or by proxy, of the Members holding a majority of the Membership Interests. Subject to Section 2.07, no action may be taken by the Members unless the appropriate quorum is present at a meeting. (g) Subject to Section 2.07, Section 3.02, and Scctionl l.O8, and any other provision of this Agreement or RULLCA requiring the vote, consent., or approval of a different percentage of the Membership Inten..-sts, no action may be taken by the Members at any meeting at which a quorum is present without the affirmative vote of the Members holding a majority of the Membership Interests. Section 2.07 Action Without Meeting. (a) Notwithstanding the provisions of Section 2.06, any matlcr that. is to be voted on, consented to or approved by the Members may be taken without a meeting, without prior notice and without a vote if a written consent is signed and delivered (including by Electronic Transmis:.-ion) to the Company within sixty (60) days of the record date for lhal action by a Member or the Members holding nol less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. A record will be maintained by the Manager of each such action taken by written consent of a Member or the Members. ARTICLEUI MANAGEMENT Section 3.01 Management of the Company. The Company will be manager-managed by the Manager. Subject to the provisions of Section 3.02 and except as otherwise provided by RULLCA or this Page 4 of 16 Agreement. the business, property, activities, and affairs of the Company will be managed by the Manager. The actions of the Manager taken in accordance with the provisions of this Agreement will bind the Company. No other Member of the Company will have any authority or right to act on behalf of or bind the Company, unless otherwise provided herein or unless spccifica11y authorized by the Manager pursuant to a duly adopted resolution expressly authorizing such action. Section 3.02 Actions Requiring Approval of Members. Without the writ.ten approval of all Members, the Company will not enter into any commiunent to: (a) amend. modify. or waive any pro,•isions of the Articles of Organization. (b) issue additional Membership Interests, Equity Securities or other securities or, except regarding a Transfer of Membership interests th.at complies with the applicable provisions of Article VI and Section 2.03(b). admit additional Members to the Company. (c) incur any indebtedness, pledge or grant Liens on any assets, or guarantee. assume, endorse. or otherwise become responsible for the obligations of any other Person more than $10,000.00 in a single transaction or series of related transactions, or more than $100.000.00 in the aggregate at any time outstanding (d) make any loan or advance to, or a Capital Contribution or investment in, any Person, more than $10,000.00 (e) enter into or efTcct any transaction or series of related transactions involving the purchase, lease. license, exchange. or other acquisition (including by merger, consolidation, acquisition of stock, or acquisilion of assets) by the Company of any assets or equity interests of any Person, other than in the ordinary course of business consistent with past practice. (t) enter into or effect any transaction or series of related transactions involving the sale. lease. license, exchange, or other disposition (including by merger, consolidation. sale of stock, or sale of assets) by the Company of any assets and/or equity interests. other than sales of inventory in the ordinary course of business consistent with past practice. (g) settle any lawsuit, action, dispute, or other proceeding or otherwise assume any liability with a value more than $250,000.00 or agree to the provision of any equitable relief by the Company. Section 3.03 Officers. The Manager may appoint individuals as officers of the Company (the '•Officers'') as the Manager deems necessary or desirable to carry on the business of the Company and may delegate to such Officers such power and authority as the Manager deems advisable. An Officer is not required to be a Member of the Company. Any indi,·idual may hold two or more offices of the Company, Each Officer will hold office until his or her successor is designated by the Manager or until his or her earlier death. resignation, or removal. Any Officer may resign at any time upon written notice to the Manager. Any Officer may be removed by the Manager at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal, or otherwise may, but need not. be filled by the Manager. Section 3.04 Removal of Manager. The Manager may be removed or replaced at any time, with or without cause, by the holders of a majority of the Membership Interests. The Manager may resign at any lime by delivering a written resignation to the Company. which resignation will be effective upon receipt thereof unless it is specified to be effecthe at some other time or upon the occurrence of a particular event. Page 5 of 16 Section 11.09 Headings. The headings in this Agreement are inserted for convenience or reference onl, and are in no way intended to descnl>c, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement Section 11.10 Counterparts. This Agreement ma be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agrecmen A signed cop of this Agreemcol delivered by facsimile, email, or other means of Electronic Transmission wiU be deemed to have the same legal effect as delivery of an original signed copy of this Agrcemcn ection 11.11 Entire Agreement. This Agreement, together with the Articles of Organ izatioo and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings agreements, records, representations, and warranties, both written and oral. whether express or implied, with respect to such subject mauer. Section 11.12 o Third-Partv Beneficiaries_ Except as provided in Article Vil,, hich will be for the benefit of and enforceable by Covered Persons as described therein, lhis Agreement is for the sole benefit of the parties hereto (and theic respective heirs, executors administrators, legal representati cs, successors, and permitted assigns) and nothing herein, ex-press or implied, is intended to or will confer upon any other Perso°' including any creditor of the Company, any legal or equitable right, benefit, or remed of any nature whatsoever under or by reason of this Agreement Section 11.13 Spou al Consent. Each Member who has a Spouse on the date of I.his Agreement will cause such Member's Spouse to execute and deliver to the Company a spousal consent in the form of E hibit "B" hereto (a "Spousal Consent"), pursuant to which the Spouse acknowledges that he or she bas read and understood the Agreement and agrees to be bound b its terms and conditions lf any Member should marry or engage in a Marital Relationship following the date of I.his Agreement, sucb Member will cause his or her Spouse to execute and deliver to the Company a Spousal Consent within [NUMBER} {business days/days J thcreo( IN WlTN ESS WHEREOF, the parties hereto have caused this Agrecmenl to be e. ·ccutcd as of the date firsl written above b their respective officers thereunto duly authorized. The Company: 3135-3181 TYLER STREET, LLC, By --nJ,,,,u;A"#,.~ Name; Marietta T ~n~ Title: Manager [SIGNATURES CONTINUED EXT PAGE} Page I of 16