HomeMy WebLinkAboutCT 99-17; Carlsbad Research Center Lot 12; Tentative Map (CT) (17)"tew"*"
CITY OF CARLSBAD
LAND USE REVIEW APPLICATION
1) APPLICATIONS APPLIED FOR: (C
Q Administrative Permit - 2nd
Dwelling Unit
Q Administrative Variance
I | Coastal Development Permit
O Conditional Use Permit
| | Condominium Permit
SI Environmental Impact
Assessment
[~l General Plan Amendment
Q Hillside Development Permit
O Local Coastal Plan Amendment
n Master Plan
£3 Non-Residential Planned .,
Development 1 '
| | Planned Development Permit
HECK BOXES)
(FOR DEPARTMENT
USE ONLY)
V ?9W7
I I Planned Industrial Permit
Q] Planning Commission
Determination
I | Precise Development Plan
Q Redevelopment Permit
[~| Site Development Plan
]j>3 Special Use Permit
|~l Specific Plan
[|] Tentative Parcel Map
Obtain from Engineering Department
fSPf Tentative Tract Mapw f£--#r 0*/*O
I | Variance
[H Zone Change
[~1 List other applications not
specified
(FOR DEPARTMENT
USE ONLY)
fCtfOO^
c-p^cx?/7
2)
3)
4)
ASSESSOR PARCEL NO(S).:
PROJECT NAME:
BRIEF DESCRIPTION OF PROJECT:awe/tern flV£
/02t 000
5) OWNER NAME (Print or Type)
05 K CAfWZeAP PA&NepS{UC
6) APPLICANT NAME (Print or Type)
MAILING ADDRESS
CAMMO
MAILING ADDRESS
CITY AND STATE ZIP TELEPHONE CITY AND STATE ZIP TELEPHONE
1 CERTIFY THAT 1
INFORMATION IS
KNOWLEDGE.
THE LEGAL REPRESENTATIVE OF THE
.L THE ABOVE INFORMATION is TRUE AND
ST OF MY KNOWLEDGE.
7) BRIEF LEGAL DESCRIPTION
NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED, MUST BE SUBMITTED PRIOR TO 3:30 P.M.
A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION BE FILED, MUST BE SUBMITTED PRIOR TO 4:00 P.M.
Form 16 PAGE 1 OF 2
8)LOCATION OF PROJECT:
ON THE
BETWEEN
PN&STLY
STREET ADDRESS
SIDE OF px/esnr
(NORTH, SOUTH, EAST, WEST)(NAME OF STREET)
AND
(NAME OF STREET)(NAME OF STREET)
9) LOCAL FACILITIES MANAGEMENT ZONE
10) PROPOSED NUMBER OF LOTS
13) TYPE OF SUBDIVISION
16) PERCENTAGE OF PROPOSED
PROJECT IN OPEN SPACE
1 9) GROSS SITE ACREAGE
22) EXISTING ZONING
11) NUMBER OF EXISTING
RESIDENTIAL UNITS
14) PROPOSED IND OFFICE/
SQUARE FOOTAGE
1 7) PROPOSED INCREASE IN
ADT
20) EXISTING GENERAL
PLAN
23) PROPOSED ZONING
12) PROPOSED NUMBER OF
RESIDENTIAL UNITS
15) PROPOSED COMM
SQUARE FOOTAGE
18) PROPOSED SEWER
USAGE IN EDU
21) PROPOSED GENERAL
PLAN DESIGNATION
24) IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY
STAFF, PLANNING COMMISSIONERS, DESIGN REVIEW BOARD MEMEBERS OR CITY COUNCIL MEMBERS
TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT
TO ENTRY FOR THIS PJJRPOSE
SIGNATURE
FOR CITY USE ONLY
FEE COMPUTATION
APPLICATION TYPE
TOTAL FEE REQUIRED
FEE REQUIRED
RECEIVED
AUG 091999
CITY OF CARLSBAD
PLANNING DEPT.
DATE STAMP APPLICATION RECEIVED
RECEIVED BY:
DATE FEE PAID RECEIPT NO.
Form 16 PAGE 2 OF 2
City of Carlsbad
1200 Carlsbad Village Drive Carlsbad CA 92008
Applicant: DSK CARLSBAD PARTNERS, LLC
Set Id: S000000193
Description
CT990017
PUD99007
SUP99006
Amount
6,530.00
5,000. ™
2,
Total:13,620.00
01 02
C-PRMT 13620-00
Receipt Number: R0005553
Transaction Date: 08/09/1999
Pay Type Method Description Amount
Payment Check 1029 13,620.00
Transaction Amount: 13,620.00
PROJECT NAME:
PROJECT DESCRIPTION/EXPLANATION
Carlsbad Research Center Lot #12
APPLICANT NAME: DSK CARLSBAD PARTNERS. A California Limited Liability Company
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 fpr, or appropriateness of, the application. Use an addendum sheet if
necessary.
Description/Explanation:
The Project consists of four two-story and five one-story tilt-up concrete shell office
buildings totaling 102,000 square feet on an 8.24-acre pre-graded site in the Carlsbad
Research Center. The buildings will have an Indian sandstone veneer with precast
concrete window and door surrounds, and are planned around a central landscaped
courtyard. Carport parking for 48 cars will be provided in addition to at grade parking for
an additional 360 cars. Extensive landscaping will be provided throughout the site.
The project has been planned as Non-residential Planned Development. The site will be
parcelized such that each building will be on a separate individual parcel with the
parking and landscape areas held in common by an association as indicated on the
Tentative Map. The Project is consistent with the Carlsbad Research Center Specific
Plan and the City's General Plan
Project Description 10/96 Page 1 of 1
City of Carlsbad
Planning Department
DISCLOSURE STATEMENT
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. 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, title, 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 publiclv-owned corporation, include the
names, titles, and addresses of the corporate officers. (A separate page may be attached if
necessary.)
Applicant:
DSK CARLSBAD PARTNERS, A California Limited Liability Company
3838 Camino Del Rio North, Suite 300
San Diego, CA92108
Frank J. Sciacca, Managing Member
2. 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, title, 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 publiclv-
owned corporation, include the names, titles, and addresses of the corporate officers. (A separate
page may be attached if necessary.)
Owner:
SAME AS ABOVE
2075 Las Palmas Dr. • Carlsbad, CA 92OO9-1576 • (760) 438-1161 • FAX (760) 438-O894
NON-PROFIT ORpS^ZATION OR TRUST
If any person identifuW'pursuant to (1) or (2) above is a nonDrofiTorganization or a trust, list the
names and addresses of ANY person serving as an officer or director of the non-profit
organization or as trustee or beneficiary of the.
MANon Profit/Trust INA
Title
Non Profit/Trust,
Title
Address Address
4. Have you had more than S250 worth of business transacted with any member of City staff.
Boards. Commissions, Committees and/or Council within the past twelve (12) months?
Yes I \l No If yes, please indicate person(s):
NOTE: Attach additional sheets if necessary.
1 certify thayaUnthe abo-yninformation is true and correct to the best c<ymy kno/ffjledge
DSK CARLSBAD PARTNERS, LLC
Frank J. Sciacca, Managing Member
Print or type name of owner
Signature o^ppptlcant/date
DSK CARLSBAD PARTNERS, LLC
Frank J. Sciacca, Managing Member
Print or type name of applicant
Signature of owner/applicant's agent if applicable/date
Print or type name of owner/applicant's agent
H:ADMIN\COUNTER\DISCLOSURE STATEMENT 5/98 Page 2 of 2
DSK CARLSBAD PARTNERS, LLC
Members
Frank J. Sciacca
3838 Camino del Rio North
Suite 300
San Diego, CA 92108
Richard C. Dentt
3838 Camino del Rio North
Suite 300
San Diego, C A 92108
Jon R. Kurtin
12672 Caminito Radiante
San Diego, C A 92130-2874
MDDG, LLC
17532 Los Eucalipton
P. O. Box 2562
Rancho Santa, Fe, CA 92108
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OPERATING AGREEMENT
FOR
DSK CARLSBAD PARTNERS. LLC
This Operating Agreement (the "Agreement") is made and entered into as of the 16lh day
of December, 1998, by and between RICHARD C. DENTT, FRANK J. SCIACCA, and JON R.
KURTTN, whose principal business address is 3838 Camino del Rio North, Suite 300, San
Diego, California 92108, (collectively, the "Members").
WHEREAS, the parties have agreed to organize a limited liability company named DSK
CARLSBAD PARTNERS, LLC (hereinafter referred to as the "Company"); and
WHEREAS, this Agreement sets forth the understandings of the parties hereto with
respect to the organization and operation of the Company and the scope and conduct of its
business.
NOW, THEREFORE, in consideration of mutual covenants and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. ORGANIZATION.
a. Term. The Company shall continue until December 31,2038, unless the
Company is sooner terminated, as herein provided.
b. Character of Business: Powers. The Company is formed to transact the business
set forth in its Articles of Organization in compliance with the laws of the States of California,
codified in the California Corporations Code, Section 17000 ej seq. (the "Act"), and, in relation
to the transaction of such business, to have and exercise any and all of the powers and rights
which a limited liability company may lawfully exercise pursuant to the Act.
The Company's ability to incur debt shall be limited to the debt which relates to the
initial acquisition financing and subsequent development and construction financing and/or joint
venture financing of the Property consisting of approximately 7.71 acres and described as Lot
12 of Carlsbad Tract 81-10 of the Carlsbad Research Center, Carlsbad, California (the
"Property") and liabilities in the ordinary course of business relating to the ownership and
operation of the Property.
The Company shall be prohibited from dissolving, liquidating, consolidating, merging or
selling all or substantially all of its assets or amending its Articles of Organization so long as the
initial financing for its purchase of the Property remains in place.
dfkuristad.ope
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c. Certain Definitions. As used herein, the following terms have the following meanings:
(1) "Distribution Percentage" means, for each Member, the percentage set forth
opposite such Member's name, as follows:
Distribution
Member Percentage
Richard C. Dentt 33 1/3%
Frank J.Sciacca 331/3%
Jon R- Kurtin 33 1/3%
TOTAL 100.0%
"Distribution Percentage." for each Member, also, shall mean each above-mentioned percentage,
as may be adjusted from timc-to-time, according to the provisions of this Agreement
(2) "Operating Proceeds" for the applicable period means the gross receipts of the
Company during such period plus any reductions in funded reserves arising out of the reversal of
such reserves, less the following: (a) cash operating expenses paid during such period, (b)
interest and principal paid during such period on any indebtedness of the Company, (c) cash
expenditures for capital improvements and other capital items paid during such period, and (d)
additions to funded reserves made during such period.
d. Separateness rnvenants. The Company agrees to abide by the following
"separateness covenants":
(1) To maintain its books and records separate from any other person or entity.
(2) To maintain its accounts separate from any other person or entity.
(3) Not to commingle assets with those of any other entity.
(4) To conduct its own business in its own name.
(5) To maintain separate financial statements.
(6) To pay its own liabilities out of its own funds.
(7) To observe all limited liability company formalities.
(8) To maintain an arm's-length relationship with its affiliates.
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(9) To pay the salaries of its own employees and to maintain a sufficient number of
employees in light of its contemplated business operations.
(10) Not to guarantee or become obligated for the debts of any other entity or hold out
its credit as being available to satisfy the obligations of others.
(11) Not to acquire obligations or securities of its Members.
(12) To al locate fairly and reasonably any overhead for shared office space.
(13) To use separate stationery, invoices and checks.
(14) Not to pledge its assets for the benefit of any other entity or make any loans or
advances to any entity.
(15) To hold itself out as a separate entity.
(16) To correct any known misunderstanding regarding its separate identity.
(17) To maintain adequate capital in light of its contemplated business operations.
2. CAPITAL CONTRIBUTIONS.
a. Contributions of Cash. The following Members shall contribute to the capital of
the Company, in cash, the respective amounts shown opposite their names, as follows:
Cash
Member Contribution
Richard C.Dentt $466,666.00
Frank J. Sciacca $466,666.00
Jon R. Kurtin $466,667.00
TOTAL $1,400,000.00
b. Contributions of Property. The following Members shall contribute to the capital
of the Company the properly and assets described for each respective member with the
respective values shown opposite their names, as follows:
dskatflsbnd.opc
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Property
Member Contribution
None
None
None
TOTAL None
Note: If "None" is stated above under "Property Contribution" then no Exhibit "B" is attached.
c. Credits to Capital Accounts. Each such contributing Member's Capital Account
shall be credited with the cash amounts and the values of the property as set forth above.
d. No Negative Capital Account Restoration. Tn no event shall any Member be
required to contribute Capital to restore a negative balance in such Member's Capital Account
upon the liquidation of the Company or such Member's Interest, or at any other time.
3. DISTRIBUTIONS. The Company's Operating Proceeds shall be distributed to the
Members pro rata according to their respective Distribution Percentages, at such times as the
Managing Members shall determine by Major Decision Approval (but not less frequently than
annually),
4. ALLOCATION OF PROFITS AND LOSSES.
a. Profits and Losses. Subject to Section 4.b., the Company's income, gain, loss,
deductions and credits (and items thereof), for each fiscal year of the Company, shall be allocated
among the Members (for both book and tax purposes) pro rata according to their respective
Distribution Percentages.
b. Allocations with Respect to Tax Matters. The Members may, by Major Decision
Approval, specially allocate (for book and/or tax purposes) items of income, gain, loss and
deduction among the Members during any fiscal year of the Company and/or upon the
liquidation of a Member's Interest or the liquidation and termination of the Company, so as to
cause the Member's Capital Accounts to be consistent with the manner in which they agreed to
share distributions hereunder (as reflected in Section 3).
5. ACCOUNTING.
a. Accounting Methods and Records. The books and records of the Company shall
be kept, and the financial position and the results of its operations recorded, in accordance with
generally accepted accounting methods, consistently applied, except that the Members1 Capital
Accounts shall be maintained as provided in this Agreement. The Company shall be on the cash
or accrual basis, as agreed upon by the Members, for both tax and accounting purposes. Jon R.
dikcaitibad.opc ^
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Kurtin is hereby designated as the "tax matters partner" (as such term is defined in Code section
6231 (a)(7)) or the equivalent representative for the Company.
b. Fiscal Year. The fiscal year of the Company shall be the calendar year.
e. Capital Accounts. A capital account (a "Capital Account") shall be established
for each Member and determined, maintained and adjusted in accordance with Treasury
Regulations §1.74-l(b)(2)(iv) and in accordance with the provisions of this Agreement The
Capital Accounts of the Member shall be adjusted upon each distribution of property by the
Company to a Member to the extent required by and in the manner described in Treasury
Regulations §1.704-1 (b)(2)(iv)(e).
d. 754 Election. In the case of a transfer of an Interest which is permitted by this
Agreement and which is made in the manner provided in Code section 743, then upon the request
of the transferee of such Interest, the Company shall file an election under Code section 754 in
accordance with procedures set forth in the Treasury Regulations applicable thereto.
6. POWERS, RIGHTS AND DUTIES OF MEMBERS.
a. Manager's Management Authority and Duties. Richard C. Dentt, Frank J. Sciacca
and Jon R. Kurtin are the Managing Members of the Company and shall have the right, authority,
and responsibility to generally supervise and control the operation and management of the
business and affairs of the Company and to perform other duties provided elsewhere in this
Agreement to be performed by the Members. No Member other than the Managing Members
shall take any action as a Member to bind the Company, and shall indemnify the Company for
any costs or damages incurred by the Company as a result of the unauthorized action of such
Member.
b. Restrictions on Authority of the Managing Members. Notwithstanding the
provisions of Section 6.a., no action shall be taken or sum expended or obligation incurred by the
Company or the Managing Members with respect to a matter within the scope of the Unanimous
Decisions (as defined below) affecting the Company. "Unanimous Decisions" shall include the
following:
(1) Filing or consenting to the filing of a bankruptcy or insolvency petition or
otherwise instituting insolvency proceedings;
(2) Dissolving, liquidating, consolidating, merging or selling all or substantially all of
the assets of the Company;
(3) Engaging in any business activity not specified in the Articles of Organization;
and
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(4) Amending the Company's organizational documents including the Articles of
Organization and this Operating Agreement.
c. Managing Members' Indemnification. The Managing Members shall not be
responsible or accountable in damages or otherwise to the Company 01 the Members for any
action taken or failure to act on behalf of the Company unless such action or omission was an
intentional breach of this Agreement or constituted gross negligence, bad faith or wanton or
willful misconduct Except with respect to the foregoing actions or decisions for which a
Managing Member is accountable to the Company and the other Members, the Company shall
indemnify and hold harmless the Managing Member from any loss, damage, liability or expense
incurred or sustained by it by reason of any act performed or any omission for or on behalf of the
Company or in furtherance of the business of the Company, including any judgment, award,
settlement, reasonable attorneys' fees and other costs and expenses (which may be advanced by
the Company) incurred in connection with the defense of any actual or threatened action,
proceeding or claim.
d. Compensation and Reimbursement of the Members. The Company shall not pay
the Managing Members or any other Member any salary or other compensation for acting as
Members hereundcr or for any service rendered to the Company.
The Company shall reimburse the Managing Members or any other Member for all
reasonable out-of-pocket expenses incurred by them in connection with the discharge of their
obligations under this Agreement or otherwise incurred on behalf of the Company; provided,
however, that the Company shall not reimburse the Members for (1) expenses incurred outside of
the Company's usual course of business unless such expenses were authorized by unanimous
approval of the Members, or (2) any personal expenses. Any disputes as to the reasonableness or
nature of expenses submitted by a Member for reimbursement shall be resolved by a majority, by
number, of the disinterested Members then entitled to vote and such determination shall be
conclusive on all parties.
c. Determination bv Members. Notwithstanding anything to the contrary in ihis
Agreement, a determination by those Members owning the requisite Distribution Percentages, as
set forth herein, shall be effective whether or not votes are cast at a meeting of Members, or by
formal or informal, oral or written instructions of such Members, and such determination so
made by the Members authorized to do so shall be effective regardless of the number of
Members who may actually vote thereon, or have notice of the proposed determination. Tn no
event shall a Member who is in default under this Agreement at the time a vote is taken or a
decision is made be entitled to vote in respect of any act, determination or decision of the
Company.
7. TRANSFERS OF INTERESTS.
a. Restrictions. Except as provided in Section 7.b., no sale, assignment, exchange,
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transfer, encumbrance or hypothecation (each a "Transfer"), shall be made by any Member of the
whole or any part of his or her interest without the prior written consent of all of the other
Members.
If any Transfer (other than a Transfer described herein) is purported to be made or
suffered without complying with the applicable provisions in this Section, such purported
Transfer shall be void ab initio, and an option to purchase such Interest for a Purchase Price
equal to the Withdrawal Value shall be deemed to have been granted to the Company as of the
date the Company first learns of such purported Transfer. In enforcing this provision, the
Company may refuse to transfer any Interest or any claim thereto in addition, and without
prejudice, to any and all other rights or remedies which may be available to it and/or the
Members.
h. Any Member may Transfer (by inter vivas or testamentary disposition) his or her
Interest in the Company or any part thereof if such Transfer is made (1) to any Family Member
or in the case of a revocable inter vivos trust which is a Member, to the grantor and/or to any
Family Member with respect to the grantor, (2) if such Member is a trust, to the beneficiaries of
such trust by operation of its governing instrument, (3) to any other Member or Family Member
of such other Members, (4) to a trust which has as its beneficiaries only such Member or Family
Members) of such Member, (5) if such Member is a corporation, limited liability company or
partnership, to effect the distribution of its Interest to its shareholders, members or partners (as
the case may be), and/or (6) to any partnership, limited liability company or corporation, 100
percent of the beneficial ownership of which is owned, directly or indirectly, by such Member
and/or any of the persona ("Permitted Transferees") in (1), (2) or (3) above. For purposes of this
Section 7.b., the term "Family Member" shall mean a spouse, child, spouse of a child,
grandchild, sister, brother, or parent (each a "Close Relative"^ of the person in question or a
lineal descendant of any such Close Relative.
c. Effect of Assignment: Documents. All whole or partial Interests Transferred,
pursuant to the provisions of this Article shall be subject to the restrictions and obligations set
forth in this Agreement. Unless otherwise agreed by the Members or expressly provided herein,
no Transfer permitted hereunder shall relieve the assignor from any of its obligations under this
Agreement accruing prior to such Transfer.
In the event any Interest is Transferred to any person (other than another Member) in
accordance with the provisions set forth in this Section, such purchaser or successor to such
Interest (the "Successor") shall succeed to such Interest as an assignee under the Act and shall
have no right to become a substitute Member and participate in the management of the business
and affairs of the Company; provided, however, that the Successor shall be liable for the
obligations of his assignor under this Agreement. A Successor that is not in default under this
Agreement (by reason of his or his predecessor's uncured failure to perform any obligation under
this Agreement) shall have the right to petition, by written notice to the Company, to become a
substitute Member upon the written consent of all of the Members. As additional conditions to
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the Successor's becoming a substitute Member hereunder, the Successor must execute this
Agreement (as amended) and agree to be bound by all of its terms and provisions. Upon the
satisfaction of the foregoing conditions, the Member shall become a substituted Member.
8. DISSOLUTION OF THE COMPANY.
a. Dissolution Acts. No act, thing, occurrence, event or circumstance shall cause or
result in the dissolution of the Company except that, subject to the restriction contained in the
last paragraph of Section l.b., the happening of any one of the following events shall work an
immediate dissolution of the Company: (1) Ihe sale or other disposition of all or substantially all
of the Property; (2) a unanimous written decision of the Members to dissolve and terminate the
Company; (3) the termination of the term of the Company pursuant to Section l.a. of this
Agreement; (4) subject to Section 8.b., the death, retirement, withdrawal, expulsion, or
dissolution (each an "Event of Withdrawal"') occurring with respect to a Member, or (5) the
bankruptcy of both Managing Members.
Without limiting the other provisions hereof, neither the assignment of all or any part of a
Member's Interest in the Company hereunder nor the admission of a new Member shall work the
dissolution of the Company. Except as may be otherwise provided in this Agreement each
member agrees that, without the consent of the other Members, a Member may not resign or
withdraw from or otherwise cause a voluntary dissolution of the Company and shall be liable to
the other Members for any and all damages and expenses (including attorney fees) proximately
caused by such resignation, retirement, withdrawal or other voluntary event causing a dissolution
of the Company in violation of this Agreement.
b. Right to Continue Business and Affairs of Company. Upon the occurrence of an
Event of Withdrawal, the withdrawing Member (the "Withdrawing Member"') shall give notice
thereof to the other Members and, if at least one Member remains, such remaining Member may,
within the 90-day period following such occurrence, elect, by written agreement, to continue the
business and affairs of the Company for the balance of the term hereof.
If the remaining Members so elect to continue the existence of the Company, (1) the
Company shall not dissolve and its business and affairs shall be carried on without interruption
and without the execution of any confirmatory agreement under the same name and under the
same terms and provisions as are set forth in ibis Agreement (as the same may be amended by
the remaining Members), and (2) Company or the remaining Members may redeem or purchase
the Withdrawing Member's Interest as provided for an amount equal to the Withdrawal Value of
the Withdrawing Member's Interest.
If the remaining Members do not so elect to continue the existence of the Company, the
Company shall not be permitted to liquidate the Property (except as permitted in the initial
financing transaction documents) without the written consent of the holders of such initial
financing. The holders of the initial financing may continue to exercise all of their rights under
Sent By: SCIACCA DEVELOPMENT; 619 756 5145; Mar-20-00 10:53; Page 10/12
the existing security agreements or mortgages and shall be able to retain the collateral until the
initial debt financing has been paid in full or otherwise completely discharged.
c. Determination of Withdrawal Value. The withdrawal value (the "Withdrawal
Valued of the Member's Interest shall be an amount determined by establishing an amount
equivalent to the value to which the Member would be entitled as if the Company had wound up
its business and affairs and sold all of its business and assets at Fair Market Value on the last day
of the month (the "Valuation Date"! immediately prior to date of the Event of Withdrawal. The
term "Fair Market Value" as used hi this Section shall be an amount equal to the value of the
Company Property as determined by an appraiser experienced in appraising properties of similar
nature to the Company Property, appointed by the joint written direction of the parties executed
and delivered to the appraiser within twenty (20) days after the date of the Event of Withdrawal,
and if no appraiser is so appointed,, then by an appraiser who shall be appointed by William B.
Treitler, Esq. or the third party accounting firm then doing the Company's accounting work. The
appraisal shall be in writing and when made shall be filed with the Company or the third party
accounting firm or the individual retained by the Company to assist in determining the
Withdrawal Value.
If the Fair Market Value of a Membership Interest is being determined as the result of an
Event of Withdrawal, then the Fair Market Value of the Membership Interest of the Member
causing such dissolution shall be reduced by any and all damages sustained by the other
Members as a result of the Event of Withdrawal.
c. Payment of Withdrawal Value. The Purchase Price for an Interest under Section
7-a. or the Withdrawal Value for an Interest under Section 8.c. shall be paid in cash except that,
at the option of the Company or the purchasing Member, up to 100 percent of the Purchase Price
or Withdrawal Value may be deferred.
The deferred portion of the Purchase Price or the Withdrawal Value shall be evidenced by
the promissory note (the "Note") of the purchasing party(ics) made payable to the Selling or
Withdrawing Member, which Note shall have an interest rate of 8 percent and shall be payable in
no more than sixty (60) substantially equal monthly installments.
The Note shall be secured by a security agreement (the "Security Agreement"') of the
purchasing party(ies) in the Member's Membership Interest. So long as a purchasing Member
does not default in any of the obligations under the Note, the purchasing Member shall be
entitled to vote such interest and to receive ail distributions payable thereon.
d. The Closing. Unless otherwise agreed by the parties to the Transfer, the closing
on the Transfer shall take place thirty (30) days after the receipt of the written appraisal of Fair
Market Value and shall take place at the principal offices of the Company.
Sent By: SCIACCA DEVELOPMENT; 619 756 5145; Mar-20-00 10:54; Page 11/12
The interest shall be assigned to each purchasing party free and clear of all liens, claims
and encumbrances excepting only those for which provision is expressly made in this
Agreement, and said Interest shall be transferred on the books and records of the Company to the
purchaser or purchasers.
Upon the closing of the sale and purchase, the selling and purchasing parties shall execute
and deliver to each other the various documents which shall be required to carry out their
undertakings hereunder including the payment of cash, the execution and delivery of Notes and
Security Agreements and the assignment of the Interest
9. GENERAL.
a. Notices/Approvals to Be in Writing. Any notice, request, approval, consent,
demand or other communication required or permitted hereunder shall be given in writing by (1)
personal delivery, or (2) national overnight delivery service (e.g. Federal Express) with proof of
delivery, or (3) United States Mail, postage prepaid, registered or certified mail, return receipt
requested, or (4) prepaid telegram or facsimile or telex (provided that such telegram, facsimile or
telex is confirmed by national overnight delivery service or by mail in the manner previously
described), sent to the party to whom the communication is directed at the address above, or to
such different address as the addressee shall have designated by written notice sent in accordance
herewith, and shall be deemed to have been given and received either at the time of personal
delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or in the case of telegram or telex, upon receipt
b. Miscellaneous.
(1) This Agreement may be amended by written agreement of amendment
executed by all the Members, but not otherwise. Except as herein otherwise specifically
provided, this Agreement shall be binding upon and inure to the benefit of the parties and
their legal representatives, successors and assigns. Captions contained in this Agreement
in no way define, limit or extend the scope or intent of this Agreement If any provision
of this Agreement, or the application of any such provision to any person or circumstance
.shall be held to be illegal, invalid or unenforceable under present or future laws effective
during the term hereof, the remainder of this Agreement, or the application of such
provision to any other persons or circumstances, shall not be affected thereby and shall be
construed and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof.
(2) If the Company or any party obtains a j udgment against any other party by
reason of breach of this Agreement or failure to comply with the provisions hereof, a
reasonable attorneys' fee as fixed by the court shall be included in such judgment. No
10
Sent By: SCIACCA DEVELOPMENT;619 756 5145;Mar-20-00 10:54;Page 12/12
waiver by a Managing Member, a Member or the Company of any breach of this
Agreement shall be deemed to be a waiver of any other breach of any kind or nature and
no acceptance of payment or performance by a Managing Member, a Member or the
Company after any such breach shall be deemed to be a waiver of any breach of this
Agreement whether or not such Member or the Company knows of such breach at the
time it accepts such payment or performance.
IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement of
DSK Carlsbad Partners, LLC as of the day and year first above written.
MEMBERS:
Richard C. Dentt
djVc>rI.ibad.ope 11
SmithConsu
August 9, 1999
Mr. Don Neu
City of Carlsbad, Planning Department
2075 Las Palmas Drive
Carlsbad, California 92009-1576
Re: Carlsbad Research Center Lot #12
SCA Project Number 98316.S
Dear Don,
Please accept our Planning Submittal for the above referenced Project. The following materials
are included in this submittal package:
1 Ea. Land Use Review Application Form
1 Ea. Project Description / Explanation
1 Ea. Environmental Impact Assessment Form
2 Ea. Public Facility Agreement (Signed and notarized)
1 Ea. Disclosure Statement
3 Ea. Preliminary Title Report (dated 8/3/99)
2 Ea. Geotechnical Investigation CRC Lot 12 (dated 8/94)
2 Ea. Geotechnical Investigation CRC Lot 12 (dated 8/2/98)
1 Ea. Signed "Notice of Time Limits on Discretionary Permits"
1 Ea. Site Photographs (4 photos total mounted on two boards)
1 Ea. Construction materials board and color samples
1 Ea. Check in the amount of $13, 620
10 Ea. Full Sets of Drawings including:
Site Plan
Tentative Map (3 sheets including Grading Plan)
Landscape Plan
Building Floor Plans, Roof Plans, and Elevations
1 Ea. Reduced Site Plan and Elevations (8-1/2" x 11")
1 Ea. Location Map (8-1/2" x 11")
1 Ea. Hydrology Analysis (dated 8/6/99)
If you have any questions or if I can be of any assistance, please do not hesitate to call.
Sincerely,
Michael Woomer
Project Architect
ML/mlm
12220 E| Camino Real
Suite 200
San Diego, CA 92130
858.7934777
858.7934787 Fax
P. 02
SMITH_CQNSUI.T:NO-OUT 9137934787 ,-•>, P.a
Memorandum
DATE: Augusta, 1999
TO: Don Neu
FROM; Michael Woomer
RE: CRCLot#12
Carisbgd, CA •
Don,
We e$timate Discretionary Review Application Fees for the above referenced project are as
follows-
SpecM Use Permit - Scenic Corridor $2,090 S
psanned Development for Non-ResWentiai 55,000 v
Tentative Tract Map (9 buiWings •*• common arsa) 15,450 S 84,900 + (5 x $110}
EnvironmentallmpsctAssessment $1,030 </
Processing PuWic Facil^es Agreement | gfl.t/,
TOTAL $13,620
Mike
DSK PARTNERS, LLC
PO BOX 2156 RANCHO SANTA FE,
SAN DIEGO, CA 92067
858-745-3051 FAX 858-756-5745
LIMITED EDITION
A MASTER PLANNED OFFICE OWNERSHIP
NINE BUILDINGS FROM 6,360-17,065 SQUARE FEET FOR SALE SmithConsultingArchitects
1220 EL CAMINO REAL SUITE 200,
SAN DIEGO, CA92130
858-793-4777 FAX 868-793-4787
TYPICAL ONE STORY BUILDING ELEVATION
Lot 12 Research
DSK Carlsbad Partners L.LC.
Smith Architects
12220 Er Camiro Rea?
Sute200
San Diego. CA 92130
(658) 793 - 4777
(858) 793 - 4787 Fax
TYPICAL TWO STORY BUILDING ELEVATION
Lot 12 Research
DSK Carlsbad Partners L.L.C.
Smith Architects
12220 E! Camiro Real
Suite 200
SanDieso. CA 92130
(856) 793 - 4777
(858) 793 - 4787 Fax
Looking North Along ECR
Looking Northwest Toward Priestly Dr.
VIEW OF THE SITE LO( ING 5 OUTHWEST
(TOWARD PRIESTLY DRIVE) Smithr
CARLSBAD RESEARCH CENTER LOT-12
CARLSBAD, CA 8/6/99
^Architects
12220 El Camino Real
Suite 200
San Diego, CA 92130
(619) 793-4777
(619) 793-4787 Fax
VIEW OFTHE SITE LOOKING
(TOWARD FARMER'S INSURANCE)
(TOWARD EL CAMINO REAL) Smithr--^ :- &
CARLSBAD RESEARCH CENTER LOT-12
CARLSBAD, CA 8/6/99
I Architects
12220 El Camino Real '
Suite 200
San Diego, CA 92130
(619) 793-4777
(619) 793 -4787 Fax
600'RflDIUS MftP
FOR CflRLSSflD TffflCT 93-17