HomeMy WebLinkAboutSDP 06-04; Robertson Ranch PA 15; Site Development Plan (SDP)crry OF CARt^BAi^^ ENGINEERING DEPAirrMENT^
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ENGINEERlNGi^^^
Complete all appropriate ihfbrmatto^ Wrii» N(A when hotappliCab|e<
DATE: Feb. 7, 2007 PROJECTNAME: Robertson Ranch East Village P.A. 15
PROJECT DESCRIPTION: Grading Plans, Improvement Plans and Two Easements for a
78-unlt multi-family apartment project
PROJECTADDRESS: Glen Avenue East of Windtrail Way
LOT N0(S).: 1 MAP NO.: CT 02-16 APN(S). POR. 168-050-47
NUMBER OF LOTS: 1 NUMBER OF ACRES: 4.74 AC Gross
OWNER:
Mailing Address:
Phone Number:
Fax Number:
E-Mail:
Calavera Hills II, LLC
P.O. Box 85104
San Diego, CA 92186-5104
(619) 794-1262
(619) 336-3010
dmitchell@mcmiHin. com
I certify that I am the legal owner and that all the above
Information Is true and correct to the best of my knowledge.
SiQnature:VN^ JtrAjtMpateZ ' / -
aVIL ENGINEER: Nlfehole Fine
FIRM: O'Day Consultants
MallingAddress: 2710 Loker Ave. W. Ste. IOC
Carlsbad, CA 92010
(760) 931-7700
(760) 931-8680
Phonetsiumber;
Fax Number:
E-Mail:
State Registration Number: 70035
Phone Number:
Fax Number:
nicholefOodayconsultants. cc^E.|v]aj|:
APPLICANT:
Mailing Address:
Phone Number:
Fax Number:
E-Mail:
Signature
Calavera Hills II, LLC
P.O. Box 85104
San Diego, CA 92186-5104
(619) 794-1262
(619) 336-3010
dmitchell@mcmillin.com
Date:t •\^0'J
SOILS ENGINEER: lobert Chrlsmanyb^Vjg
RRM: Geosoils, Inc. 'AKBLL^
Mailing Address: 5741 Palmer Way Suite D
Carlsbad, CA 92008
(760) 438-3155
(760) 931-0915
rcrisman@geosoils.com
State Registration Number: C€6/?34. ?.C^ 416^1
ADDmONAL COMMENTS:
IMPROVEMENT VALUATION
1. What water district is the proposed project located in? (check one)
^carlsbad Municipal Water District Qoiivenhain Qvallecitos
2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15%
contingency fee, for water and reclaimed water improvements, sewer (for Carlsbad Municipal
Water District only}, street, pubiic (median) landscape and irrigation, and drainage improvements
(if applicable)? $ /6?.B^g,2^
cut llAO cy fill 3Z4o cy
GRADING QUANTmES
remedial A CV import -cy export cy
SPF RFVFR.<:E SIDE
5 * 1/.
aiY OF CARLSBAD - ENGINEERING DEPARTMENT
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
APPLICATION FOR
( ^ all that apply)
FOR CITY USE ONLY
APPLICATION FOR
( ^ all that apply)
PROJECT
I.D.
DRAWING
NUMBER
DEPOSrr/FEES
PAID
COMMENTS
• Adjusbnent Plat (ADJ)
Q Certificate of Compliance (CE)
[x| Dedication of Easement (PR)
Type: Water
[x| Dedication of Easement (PR)
Type: Water
Type: General Utility
Type:
[] Encorachment Permit (PR)
• Final Map (FM)
0 Grading Plancheck (DWG) ^
[3 Improvement Plancheck (DWGy
• Parcel Map (PM)
Q Quitclaim of Easement (PR)
Type:
Q Quitclaim of Easement (PR)
Type:
Type:
Type:
[] Reversion to Acreage (RA)
• Street Vacation (STV)
[] Tentative Parcel Map (MS)
[] Certificate of Correction
(CCOR)
[] Covenant of Easement (PR)
[] Substantial Conformance
Exhibit (SCE)
• Other
DATE STAMP
APPLICATON RECEIVED
CITY Wl CARLSBAD - ENGINEERING DEPARTM^f
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
PROJECT NAME: DATE:
PROJECT DESCRIPTION: Cc f^'^ Pv- I-..X
PROJECTADDRESS:
LOTNO(S).:
NUMBER OF LOTS:
MAP NO.:
J
.APN(S).; ifo^-CS3 -^"7-0:^
NUMBER OF ACRES: 3.^
OWNER: C ALAVECA \4iLt^:» H, LLC
MallingAddress: 2750 Ulor^i^cC P-OA*^
Phone Number:
Fax Nuinber:
E-Mail: drii^cH^rll^g MCM-H.n i'c=<^ '^^
I certify that I am the legal owner af icf that all tne at)Ove
information Is true and correct to the best of my knowledge.
SignaturisP^o=r*c|ptxU.^^ Date: (fl(o|c-?
CIVIL ENGINEER:
FIRM: f'Airuti /o
Mailing Address: /
w
AO. CA ^Zoio-W/
Phone Number:
Fax Number: - '1'
E-Mail: paf-0 f
State Registration Number: 1 i M
APPLICANT: CALAVEHA i-liLLs H. LtC
Mailing Address: 2-150 iJCscy^i.^ P^cAO
Phone Number: TiW iZ^fc
Fax Number: C^Cl 336 355 c
E-Mail: j^^'^-tcoe <vAcm. ll. o . Co^
__
SOILS ENGINEER: ' ~
FIRM
Mailing Address:
Phone Number:
Fax Number:
E-Mail:
State ft^qistration Number
ADDITIONAL COMMENTS:
IMPROVEMENT VALUATION
1. What water district Is the proposed project located in' (check one)
Qcarlsbad Municipal Water District Qoiivenham [] Vallecitos
2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15%
contingency fee, for water and reclaimed water improvements, sewer (for Carlsbad Municipal
Water District only), street, public (median) landscape and irrigation, and drainage improvements
(if applicable)' $
cut .cy fill .cy
GRADING QUANTITIES
remedial cy import cy export cy
SEE REVERSE SIDE #1P
CITY OFCARLSBAD - ENGINEERING DEPARTMENT
APPUCATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not appiicable.
FOR CITY USE ONLY
APPLICATION FOR
( ^ all that appiy)
PROJECT
1.0.
DRAWING
NUMBER
DEPOSIT/PEES
PAID
COMMENTS
[] Adjustment Plat (ADJ)
[]] Certificate of Compliance (CE)
[]] Dedication of Easement (PR)
Type:
Type:
Type:
Q Encorachment Permit (PR)
• Final Map (FM)
• Grading Plancheck (DWG)
Q Improvement Plancheck (DWG)
[] Parcel Map (PM)
Q Quitclaim of Easement (PR)
Type:
Type:
Type:
Reversion to Acreage (PA)
• Street Vacation (STV)
[] Tentative Parcel Map (MS)
Q Certificate of Correction
(CCOR)
^ Covenant of Easement (PR) \
Q Substantial Conformance
Exhibit (SCE)
• Other
RECEIVED
JUN 0 7 200?
ENGINEERING
DEPARTMENT
DATE STAMP
APPLICATON RECEIVED
CiTYw. CARLSBAD - ENGINEERING DEPARTMMT
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
PROJECTNAME:
PROJECT DESCRIPTION:
DATE:
7^ - UMiT Ay^HlfVMlNT CopapLL-K
PROJECT ADDRESS:
LOTNO(S).:
NUMBER OF LOTS:
MAP NO.: CI~l(p APN(S).: ((^^-050 '47-0?
i NUMBER OF ACRES: 33
OWNER: CALAVECA VjiLt^ J, LLC
MallingAddress: 2750 UJpfA^uC- i^.OA'^
Phone Number: (jl'^ 7'iH II5I- j^Z'iO'
Fax Number: (^l^ 33fe 3*352
E-Mail: drv»i-lckicl|(3 MCM-il.n i'uM on.
I certify that I am the legal owner afirf that all the above (_c r^
information is true and correct to the best of my knowledge.
Signature?^^*^^^ W| ^.^jej^Ppate: (f ((o| 0 T
APPLICANT:
Mailing Address:
Phone Number:
Fax Number:
E-Mail:
Signature
CAlhvUi^ MILLS B. LLC
Z750 Uom^ce RcAQ
SAM DIEC-Q. CA 9lio(o
61*^ 35G 355 ^
j3a-t<r^^ o^ci^i ll. o . Cof**
d(v^.^c;K^tle |VNC<V\ H-'^ eoA-
(l^^^Date:
CML ENGINEER: t'M'^ CQ^JSUtTA^^^S
FIRM: ?Al|UCK Q'!>AM j O'oft-^ Co^JSUUA^;-.S
MallingAddress: 7,110 LoiciLa AvE *'loo
Phone Number: KpQ - 'l^i - IIQO
Fax Number: 7(^0 - "l.^l -
SOILS ENGINEER:
FIRM:
Mailing Address:
State Registration Number: mm
Phone Number
Fax Numt)er:
E-
StSte Registration Number:
ADDITIONAL COMMENTS:
IMPROVEMENT VALUATION
1. What water district is the proposed project located in' (check one)
Qcarlsbad Municipal Water District |~] Olivenhain []vallecitos
2. If in the Carlsbad Municipal Water District, what is the total cost estimate, including the 15%
contingency fee, for water and reclaimed water improvements, sewer (for Carlsbad Municipal
Water District only), street, public (median) landscape and irrigation, and drainage improvements
(if applicable)? $
cut .cy
GRADING QUANTITIES
cy remedial cy import cy export cy
SEE REVERSE SIDE
H:/DEVEL0PMENT SERVICES/MASTERS(Applicalion tor Engneenng "lan Chea Revised 1;14.'02
CITY OF CARLSBAD - ENGINEERING DEPARTM^-^'T
APPLICATION
ENGINEERING PLAN CHECK
Complete all appropriate information. Write N/A when not applicable.
APPLICATION FOR
( V all that apply)
FOR CITY USE ONLY
APPLICATION FOR
( V all that apply)
PROJECT
1.0.
DRAWING
NUMBER
DEPOSIT/FEES
PAID
COMMENTS
Q Adjustment Plat (ADJ)
[] Certificate of Compliance (CE)
[] Dedication of Easement (PR)
Type:
[] Dedication of Easement (PR)
Type:
Type:
Type:
[]] Encorachment Permit (PR)
-A
• Final Map (FM)
-A
[] Grading Plancheck (DWG)
-A
[]] Improvement Plancheck (DWG)
-A
[] Parcel Map (PM)
-A
Q Quitclaim of Easement (PR)
Type:
-A
Q Quitclaim of Easement (PR)
Type:
-A
Type:
-A
Type:
-A [2 Reversion to Acreage (RA) -A [] Street Vacation (STV) -A [] Tentative Parcel Map (MS) -A []] Certificate of Correction
(CCOR) -A Covenant of Easement (PR) -A []] Substantial Conformance
Exhibit (SCE)
-A
• Other
-A
RECEIVED
JUN 07 2007
ENGINEERING
DEPARTMENT
DATE STAMP APPLICATON RECEIVED
H /DEVELOPMENT SERVlCES/MASTERS.'Applicalion tor Engineemg Plan Check Page 2 Revisec 1/14/02
FBSf
An employee-owned company
PROJECT REVIEW COMPLETION
The following project has been reviewed and is recommended for approval:
Project Name: Robertson Ranch, PA 15
Project No.: CT 02-16, SDP 06-04
Document No.: PR 07-23, Waterline Easement
DECLARATION OF PROJECT REVIEW
I hereby declare that I have reviewed these documents in conformance with Section
6731.2 of the Business and Professions Code and certify that these documents are found
to be in substantial compliance with applicable codes and standards.
Review of these documents does not relieve the Land Surveyor or Engineer in
"responsible charge of work" of their responsibilities with state and local ordinances.
Signed CJ^i (L. lU.UL^
Charles R. St. John, ^CE 57649
Expiration Date: 12/31/07
Date "Xl-Oi
H:\Public Work.s\082 C.irlsbad\620821 Carlsbad Dev Review\98, Robert.son Ranch East Village P. A. 15, SDP 06-04\Dedication of Easement. PR 07-
23\PR 07-23 PROJECT COMPLETION.doc
9275 Sky Park Court, Suite 200 • San Diego, Califomia 92123 • Telephone: 858.874.1810 • Fax: 858.514.1001 • www.pbsj.com
PBS|
An employee-owned company
PROJECT REVIEW COMPLETION
The following project has been reviewed and is recommended for approval:
Project Name: Robertson Ranch, PA 15
Project No.: /g:SO^f}^, SDP 06-04
Document No.: PR 07-22, General Utility and Access Easement
DECLARATION OF PROJECT REVIEW
I hereby declare that I have reviewed these documents in conformance with Section
6731.2 of the Business and Professions Code and certify that these documents are found
to be in substantial compliance with applicable codes and standards.
Review of these documents does not relieve the Land Surveyor or Engineer in
"responsible charge of work" of their responsibilities with state and local ordinances.
AAA •
^ /g No. 057649 ^1 33 '
* \ Fi^p. 12-31-0-7 j *
Signed (^./^-y>J^ iL. £f.iU • Date 8' 2S' Ol
Charles R. St. John, RCE 57649
Expiration Date: 12/31/07
H;\Public Works\082 Carlshad\620821 Carlsbad Dev Review\98, Robertson Ranch East Village P.A. 15. SDP 06-04\Dedication of Easement, PR 07-
22\PR 07-22 PROJECT COMPLETION doc
9275 Sky Park Court, Suite 200 • San Diego, Califomia 92123 • Telephone: 858.874.1810 • Fax: 858.514.1001 • www.pbsj.com
PBS|
An employee-owned company
PROJECT REVIEW COMPLETION
The following project has been reviewed and is recommended for approval:
Project Name:
Project No.:
Document No.:
Sheets No.:
Robertson Ranch, PA 15
CT 02-16/SDP 06-04
Precise Grading and Erosion Control Plan, Dwg. 450-6A
1 Through: 15
DECLARATION OF RESPONSIBLE CHARGE
I hereby declare that I have exercised responsible charge over the review of this project
as defined in Section 6703 of the Business and Professions Code and have found the
project to be in substantial compliance with applicable codes and standards.
Review of this project does not relieve the Land Surveyor or Engineer of Work of the
responsibilities with state and local ordinances.
Signed CLJU il. Ulj?
Charles R. St. John, RCTE C C57649
Expiration Date 12/31/07
j;^FEss/a5^
^ /g No. 057649 ^1 33
^ \ Exp. 12-31-07 ' ^
'OFCkA
Date ^I'X'Sloi
H:\Public Work.s\082 Carlsbad\620821 Carlsbad Dev Review\98, Robertson Ranch East Village P.A. 15, SDP06-04\Grading Plan. Dwg. 450-6A\450-6A
PROJECT COMPLETION.doc
9275 Sky Park Court, Suite 200 • San Diego, California 92123 • Telephone: 858.874.1810 • Fax: 858.514.1001 • www.pbsj.com
An employee-owned company
PROJECT REVIEW COMPLETION
The following project has been reviewed and is recommended for approval:
Project Name:
Project No.:
Document No.:
Sheets No.:
Robertson Ranch, PA 15
CT 02-16, SDP 06-04
Improvement Plan, Dwg. 450-6
1 Through: 6
DECLARATION OF RESPONSIBLE CHARGE
I hereby declare that I have exercised responsible charge over the review of this project
as defined in Section 6703 of the Business and Professions Code and have found the
project to be in substantial compliance with applicable codes and standards.
Review of this project does not relieve the Land Surveyor or Engineer of Work of the
responsibilities with state and local ordinance^,
J^^FESS/o,^
^ jg No. C57649 \ ^ '
^ V Exp. 12-31-07 } * ,
Signed
Charles R. St. John, RICE C57649
Date £/zg/Ol
Expiration Date 12/31/07
H:\Public Works\082 Carlsbad\620821 Carlsbad Dev Review\98, Robertson Ranch East Village P.A. 15. SDP 06-04\Improvement Plan, Dwg. 450-
6U50-6 PROJECT COMPLETION.doc
9275 Sky Park Court, Suite 200 • San Diego, Califomia 92123 • Telephone: 858.874,1810 • Fax: 858.514.1001 • www.pbsj.com
CERTIFICATE OF ASSISTANT SECRETARY
OF
McMILLIN COMPANIES, LLC
The undersigned, hereby certifies (1) that she is the Assistant Secretary of
McMillin Companies, LLC, a Delaware limited liability company (the "Company");
and (ii) that the Company is the Managing Member of Calavera Hills II, LLC, a
California limited liability company (the "LLC") and (iil) that the following
individuals, any two signing together, are authorized and directed to execute, on
behalf of the LLC, any and all documents, including but not limited to: escrow
instructions, deeds, conveyances, assignments, notices of completion,
promissory notes, loan documents, subdivision.documents and easements; and
to do all acts and things which may be deemed necessary or advisable in order
to carry out the business of the LLC.
Mark McMillin Co-Chairman and Co-CEO
Scott McMillin Co-Chairman and Co-CEO
Ken Baumgartner President / COO
Eliot Alport Exec. Vice President
Gary Beason Exec. Vice President / CFO
Mark Doyle Exec. Vice President
Jim Hunter Exec. Vice President - Res. Land
Don Knox Exec. Vice President
Gordon MacKenzie Exec. Vice President
Robert Anselmo First Senior Vice President
Guy Asaro First Senior Vice President
Don Faye First Senior Vice President / Secretary
Joseph Leal First Senior Vice President
Don Walker First Senior Vice President
Gary Arnold Senior Vice President
Jeff Brazel Senior Vice President
Ceci Doty Senior Vice President
Thorn Fuller Senior Vice President
Walter Heiberg Senior Vice President
Bob Jones Senior Vice President
Bryce Jones Senior Vice President / Treasurer
Karen Martin Senior Vice President
Steve McGill Senior Vice President
Pat McMillin Senior Vice President
Brian Milich Senior Vice President
Guy Oliver Senior Vice President
James Ondler Senior Vice President
Sandy Perlatti Senior Vice President
Rick Ray Senior Vice President
Ken Screeton Senior Vice President
Joe Shielly Senior Vice President
H;\data\acqustn\Npierce\CORPORATIONS\CERTIFICATE OF ASST SEC Calavera Hills I111.02.06.doc
John Timmons Senior Vice President
David Warren Senior Vice President
Jon Bell First Vice President
Vince Ferrer First Vice President
Don Mitchell First Vice President
Robin Otterness First Vice President
Allen Barbour Vice President
Patti Basile Vice President/Asst Secretary
Ed Berlanga Vice President
Duncan Budinger Vice President
Mark Carpenter Vice President
Tom Chubb Vice President
Ronda Clair Vice President
Ann Cleator Vice President
Berdlna Cope Vice President
Denny Cuccarese Vice President
Kim Elliott Vice President
Diane Erickson Vice President
Paul Faye Vice President
Kathrine Foster Vice President
Todd Galarneau Vice President
Noli Gavino Vice President
Joe Haeussier Vice President
Jerry Hamilton Vice President
Craig Hammett Vice President
Terri Ibarra Vice President
Kent Ireland Vice President
Rick Jarrett Vice President
Scott Johnson Vice President
Jim Jordan Vice President
Blaine Knoll Vice President
Dana Kuhn Vice President
Ken Kuras Vice President
Lance Leininger Vice President
Les Leininger Vice President
Randy Levinson Vice President
Rita Mahoney Vice President
Randy Merrill Vice President
Melissa Mohr Vice President
Buzz Naughton Vice President
Dennis Puiido Vice President
Liz Ramirez Vice President
Rolando Reyna Vice President
Kathi Riser Vice President
Jim Robinson Vice President
Rey Ross Vice President
H:\data\acqusln\Nplerce\CORPORATIONS\CERTIFICATE OF ASST SEC Calavera Hills I111.02.06.doc
Michael Sadegh
Greg Schulte
Eva Stresemann
Dennis Taylor
Kelley Thene
Tom Tomlinson
Chris Van Nort
Patricia Walker
Judy Webster
Frank Zaidle
Vicki Corcoran
Marcella Fescina
Liz Frosio
Laura Wilson
Stephanie Pfaff
Nicole Pierce
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Vice President
Assistant Secretary
Assistant Secretary
IN WITNESS WHEREOF, this Certificate of Assistant Secretary has been
duly executed on this 2"^^ day of November, 2006.
AL
Nicolg Pierce, Assistant Secretary
H;\datatacqustn\Npiefce\CORPORATIONS\CERTIFICATE OF ASST SEC Calavera Hills I111.02.06.doc
OPERATING AGREEMENT
OF
CALAVERA HILLS H LLC,
a California limited liability company
This Operating Agreemeni of CALAVERA HILLS n LLC. a linuted liability company organized
ptirsuant to the Beverly-Killea Limited Liability Company Act ofthe State of (California, is entered
into and shall be effective as of July 1,1998, by and among the Company and the persons signing this
Agreement as Members.
A. McMillin Companies, LLC, a Delaware limited liability company ("Investon**) and
Tamarack Prop^es Inc., a California corporation (i*Tamarack**) desire to form a limited Uability
company and to acquire that certain real propeity more paiticularty described on Exhibit "B" attached
to this Agreement (''Real Property**).
B. Investors and Tamarack now form this entity to acquire title to the Real Property.
NOW, THEREFORE, Investors and Tamarack agree as follows:
ARTICLE 1
DEFINTTIONS
For puiposes of this Operating Agreement (as defined bdow), unless the context clearly indicates
otherwise, the foUowing terms shall have the following meanings:
**Act** means theBeverly-Killea Limited Liability Company Act of the State
of Califomia and all amendments to the Act.
**Additional Member** means a Member other than an Initial Member or a
Substitute Meinber who has acquired a Membership Interest from the Company.
**Admission Agreement** means the Agreement between an Additional Member
and the Company described in Article 8.
''Afnikte'* means (1) ai^ Person directly or indirectiy controlling, controlled
by or under common controi with another Person; (2) any Person owning or controlling
ten percent (10%) or more ofthe outstanding voting securities of such other Person;
t:\nieniillioNcalavBm\hilU-II.op8
7/7/98 -I-
and (3) if that other Person is an officer, director, member or partner, any company
for which such Person acts in any such capacity.
"Articles" means die Articles of Organization of the Company as properly
adopted and amended from time to time by the Members and filed with the Secretary
of State.
"Assignee" means a transferee of a Membership Interest who has not been
admitted as a Substitute Member.
"Bankrupt Member" means a Member who (1) has become the subject of
an order for rehef under tiie United States BANKRUPTCY CODE; or (2) has initiated,
either in an original proceeding or by way of answer in any state insolvency or
receivership proceedings, an action for liquidation arrangement, composition,
readjustment, dissolution or similar relief
"Blue-top k>t'* means the lots witiun a property are lien-free graded lots and
shall include all of the items specified on Exhibit "F*.
"Business Day'* means any day otiier than Saturday, Sunday or any legal
national holiday observed in the State of Califomia.
"Business Plan** means that certain Business Plan which is adopted by the
Management Committee after the Effective Date and attached to this Operating
Agreement as Exhibit "C".
"Capital Account" means the account maintained for a Member determined
in accordance with Article 8.
"Capital Contribution** means any contribution of Property, services or the
obligation to contribute Property or services made by or on behalf of a Member.
"Code** means tiie INTERNAL REVENUE CODE of 1986 as amended from dme
to time.
"Commitment** means tiie Capital Contributions that a Member is obligated
to make.
"Company" means CALAVERA HILLS U LLC, a California limited liability
company formed under the Act, and any successor limited liability company.
"Company Liability** means any enforceable debt or obligation for which
the Company is liable or which is secured by any Company Property.
t-.\incnultin\caIavera\hills-II.op8
7/7/98
* dissociation** ("Dissociate"; "Dissociating"; and other conjugations and
declensions) means any action which causes a Person to cease to be a Member as
described in Article 12.
"Dissolution Event** means an event tiie occurrence of which results in a
dissolution of the Company under Article 13.
"Distalbutable Cash Flow" means tiie Net Cash Flow (hereinafter defined)
minus tiie payments for Management Fees and Technical Service Fees as they become
due and payable, if any, which may be available for distribution to the Members.
"Distribution** ('distribute**; and other conjugations and declensions)
means a transfer of Property to a Member on account of a Membership Interest as
described in Article 9.
"Effective Date" means June IS, 1998.
"For Sale Land** means any Retumed Land which is reconveyed to the
Company pursuant to the provisions of Section 15.4 of this Operating Agreement or
any portion of the Real Property which is not entitled for use as single family detached
residential dwelling units.
"Inunediate Family*' means a Member's spouse, children (including natural,
adopted and stepchildren), grandchildren and parents, or any trust established for such
persons, or any entity of which such person(s) are tiie majority owners.
"Initial Capital Contribution" means a Capital Contribution agreed to be
made by an Initial Member pursuant to Article 8.
"Initial Meml>ers*' means tiiose Persons identified on Exhibit "A" attached
hereto and made a part hereof by this reference, who have signed this Operating
Agreement.
"Majority" is defined in Article 6.
"M^jor Decisions** means the following decisions which require the approval
of a majority of the members of the Management Committee:
(a) Approval of any Business Plan and amendment thereto;
(b) Expanding tiie business purpose pursuant to Section 3.2;
(c) Determining tiie need for Additional Contributions pursuant to Section
8.2;
t:\nKniillin\calavera\hilIs-n.op8
7/7/98
(d) Detennining Interim Distributions pursuant to Section 9.5;
(e) Tax elections pursuant to Section 10.1;
(f) Selection of accounting methods pursuant to Section 10.4; and
(g) Adopting and amendment or modification of this Operating Agreement
for approval by the Members pursuant to Section 14.2.
"Management Committee** means the management committee selected to
direct the Manager in the affairs of the Company under Article 7.
"Manager" means the Person selected to manage tiie affairs of tiie Company
under Article 7.
"Member" means an Initial Member, a Substituted Member or an Additional
Member.
"Member Minimum Gain" means an amount determined by first computing
for each Member Non-Recourse Liability any gain the Company would realize if it
disposed of the Company Property subject to that liability for no consideration other
than full satisfaction of the liability, and then aggregating the separately computed
gains. The amount of Member Minimum Gain includes such minimum gain arising
from a conversion, refinancing or other change to a debt instmment, only to the extent
a Member is allocated a share of that minimum gain. For any Taxable Year, the net
increase or decrease in Member Minimum Gain is determined by comparing the
Member Minimum Gain on the last day of the immediately preceding Taxable Year
with the minimum gain on the last day of the current Taxable Year. Notwithstanding
any provision to the contrary contained herein. Member Minimum Gain and increases
and decreases in Member Minimum Gain are intended to be computed in accordance
with §704 of the Code, and the Regulations issued thereunder, as the same may be
issued and interpreted from time to time.
"Member Non-Recourse Liability" means any Company Liability to the extent
the liability is non-recourse to tiie Company under Califomia law, and on which a
Member or Related Person bears tiie economic risk of loss under § 1.752-2 of the Code
because, for example, the Member or Related Person is the creditor of the Company
or a guarantor of the Company Liability.
"Membership Interest" means the rights of a Member pursuant to the Act
and tilis Operating Agreement.
"Money" means cash or otiier legal tender of the United States of America,
or any obligation that is immediately reducible to legal tender witiiout delay or discount.
Money shall be considered to have a fair market value equal to its face amount.
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business-day delivery guaranteed, provided that the sender receives a confirmation
of delivery from the delivery service.
"Offsettable Decrease*' means any allocation that unexpectedly causes or
increases a deficit in tiie Member's Capital Account as of tiie end of tiie Taxable Year
to which the allocation relates, attributable to depletion allowances under
§1.704(b)(2)(iv)(k) of the Regulations, allocations of loss and deductions under
§704(e)(2) or §706 of tiie Code or under § 1.751 -1 of tiie Regulations, or Distributions
that, as of the end of the year are reasonably expected to be made to the extent they
exceed tiie offsetting increases to such Member's Capital Account that reasonably are
expected to occur during (or prior to) tiie Taxable Years in which such Distributions
are expected to be made (other than increases pursuant to a Minimum Gain
Chargeback).
"Operating Agreement** means this Operating Agreement, including all
Admission Agreements and amendments adopted in accordance witii this Operating
Agreement and the Act.
"Organization** means a Person other than a natural person. "Organization"
includes, without limitation, corporations (both nonprofit and other corporations),
partnerships (both limited and general), joint ventures, limited liability companies and
unincorporated associations, but does not include joint tenancies or tenancies in
common.
"Organization Expenses" means those actual fees, costs and expenses incurred
in organizing the Company, including the costs of preparing this Operating Agreement
and the Articles.
"Percentage Interest" means the percentage interest in Net Profits and Net
Losses and EMstributable Cash Flow of each Member set forth on Exiiibit "A" anached
to this Agreement.
"Permitted Transferee" means any member of the Member's Immediate
Family, or an Organization controlled by such Member or by members of tiie Member's
Immediate Family.
"Person" means an individual, partnership, limited partnership, trust, estate,
association, coiporation, limited liability company or other entity, domestic or foreign,
pennitted to be a member of a limited liability company under the Act.
"Proceeding!" means any administrative, judicial or other adversary proceeding,
including, without limitation, litigation, arbitration, administrative adjudication,
mediation, and appeal or review of any of the foregoing.
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"Project" means the Real Property acquired by the Company and all improve-
ments presentiy existing or to be constructed thereon, and all repairs, replacements
or renewals thereof, together with all personal property acquired incident to the
operation thereof
"Property** means any property, real or personal, tangible or intangible,
including Money and any legal or equitable interest in such property, but excluding
services and promises to perform services in the future.
"Real Property'* means that certain real property located in the City of
Carlsbad, County of San Diego, State of Califomia, more particularly described on
Exhibit "B" attached hereto and made a part hereof
"Regulations** means, except where the context indicates otherwise, the
permanent, temporary, proposed, or proposed and temporary Regulations of the
Department of the Treasury under the Code, as such Regulations may be lawfully
changed from time to time.
"Related Person" means a person having a relationship to a Member that is
described in §1.752-4(b) of tiie Regulations.
"Residential Lot'* means any parcel or lot of the Real Property which is
subdivided and zoned for a single family detached dwelling unit regardless of tiie legal
structure which may be used to convey ownership to a customer in the ordinary course.
i.e., single family detached residential lots, planned residential developments, and other
forms of common interest subdivisions {e.g.. "cloud condominiums").
"Substitute Meml)er" means an Assignee who has been admitted as a Member
and who therefore has all of the rights and obligations of membership pursuant to this
Operating Agreement.
"Taxable Year" means the Taxable Year of the Company as determined
pursuant to §706 of the Code.
"Taxing Jurisdiction" means any state, local or foreign govemment that
collects tax, interest or penalties, however designated, on any Member's share of the
income or gain attributable to the Company.
ARTICLE 2
FORMATION
2.1 Organization. The Nfembers hereby organize tiie Company as a limited liability company
pursuant to the provisions of the Act.
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such branch offices as the Management Committee from time to time deems reasonable and necessary
to conduct the business of the Company.
ARTICLE 3
NATURE OF BUSINESS
3.1 Business Purpose. Subject to the terms and conditions of this Operating Agreement,
the Company may engage in any lawful business permitted by tiie Act or tiie laws of any jurisdiction
in which the Company may do business. The Company shall have the authority to do all things
necessary, proper or convenient to accomplish its purpose and operate its business as described in
this Article 3. The specific initial purpose of the Company is
3.L1 To obtain entitiements for the development of the Real Property.
3.1.2 To develop the Real Property and to convey Residential Lots to the Members
in accordance with the terms and conditions of this Operating Agreement.
3.1.3 To estabUsh a budget for obtaining the entitiements and to do the work specified
in tiie budget.
3.1.4 To comply with the terms and conditions of the Covenant pursuant to Section
6.7.3 below.
3.1.5 In general, to do and perform everything which may be reasonably necessary,
advisable, suitable or proper for the conduct of the Company's business and for the carrying
out of the purposes and objectives enumerated in the Business Plan and in this Operating
Agreement.
The provisions of this Article 3 shall require the unanimous written consent of the Members
to amend or modify in any respect. The Company exists only for the purpose specified in tiiis Article
3, and shall not conduct any other business without the unanimous prior written consent of the Members.
Notwithstanding anything in this Operating Agreement to tiie contrary, the authority and power granted
under this Operating Agreement to the Manager to bind the Company shall be limited to actions
necessary, proper or convenient to effect the Business Plan and the business purpose stated in this
Article 3.
ARTICLE 4
ACCOUNTING AND RECORDS
4.1 Records To Be Maintained. The Company shall maintain the following records at
the Principal Office:
4.1.1 A cuirent list of the full name and last known business or residence address
of each Member and of each Assignee set fortii in alphabetical order, togetiier witii tiie Capital
Contribution and the share in Net Profits and Net Losses of each Member and each Assignee.
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JAMES HUNTER, JAMES ONDLER and DON FAYE
(appointed by McMillin Companies, LLC)
DAVID R. POOLE and E. DALE GLEED
(appointed by Tamarack Properties Inc.)
7.2 Term Of Office Of Members Of Management Committee The members of the
Management Committee shaQ not have any contractual right to serve on the Management Committee.
A member of the Management Committee shall serve until the earliest of
7.2.1 If the member of the Management Committee is a Member, the Dissociation
of the Member; or
7.2.2 The member of the Management Comminee resigns as such; or
7.2.3 The member of the Management Committee is removed from the Management
Committee by the Members pursuant to Section 7.7.
7.3 Authoritv Of Manager To Bind Company The initial Manager appointed by the
Members is Investors. Only the Manager and agents of the Company authorized by the Management
Conunittee shall have the authority to bind the Company; provided, however, the authority of the
Manager is subject to the authority of the Management Committee to approve Major Decisions and
to the limitations stated in the last sentence of Section 3.1; provided, fiirther, the Management Committee
shaO grant Tamarack the authority to bind the Company with regard to such matters as the Management
Committee in its discretion may from time to time detennine. No Member (other than the Manager,
if the Manager is a Member) shall take any action as a Member to bind the Company, and shall indemniiy
the Company for any liabilities, costs or damages incurred by the Company as a result of the unauthorized
action of such Member. To cany out its purpose, and not in limitation thereof, the Company is
empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable,
incidental to or convoiient for the fiirtherance and accomplishment of its purpose; and for the protection
and benefit of the Company, the Manager has the power, on behalf of the Company, but subject to
the authority of the Management Committee to approve Major Decisions, to do all things necessary,
proper or convenient to cany out the business and affairs of the Company, including, without limitation:
7.3.1 Instituting, prosecuting and defending any Proceeding in the Company's name,
including compromising, submitting to arbitration or judicial reference, suing on or defending
all claims in favor of or against the Company.
7.3.2 Purchasing, receiving, leaang, otherwise acquiring, owning, holding, impro^ang,
using, managing, operating, maintaining, protecting, preserving and otherwise dealing with
Property (including Company Property), wherever located.
7.3.3 Processing tentative and final subdivision maps and parcel maps for Company
Property (or Property the Company is considering acquiring), including carrying out all en-
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0^
ASSIGNMENT OF MEMBERSHIP INTEREST
Calavera Hills II LLC,
a Califomia Limited Liability Company
This Assignment of Membership Interest ("Assignment"), effective as of December 22,
2000, is made by and between Tamarack Properties Inc., a California coiporation ("Assignor") and
Brookfield San Diego Holdings LLC, a Delaware limited liability company ("Assignee"), who agree
as follows:
RECITALS
A. Assignor is a member of Calavera HiUs n LLC, a Califomia limited liability company
(tiie "Company"). The Company is govemed by tiiat certain Operating Agreement of Calavera
Hills n LLC dated as of July 1,1998, as amended by that First Amendment to Operating Agreement
dated July 30, 1999 (together, tiie "Operating Agreement"). Assignor currentiy holds a
membership interest (the "Membership Interest**) in the Company and all profits, losses and
distributions of and by the Company.
B. Assignor desires to assign to Assignee and Assignee desires to acquire from Assignor
all of Assignor's right, titie and interest in and to Assignor's Membership Interest in the Company.
Now therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged. Assignor and Assignee hereby agree as follows:
TERMS
1. Assignment Assignor hereby sells, assigns, conveys and transfers to Assignee,
without recourse or warranty, except as provided herein, all of Assignor's right, title and interest in
and to the Membership Interest, including, with respect thereto: (i) all profits, losses and cash
distributions distributable or allocable to the Membership Interest, pursuant to the provisions ofthe
Operating Agreement, from and after the date hereof, (ii) all rights to capital contributions and
accounts related thereto, and (iii) all of Assignor's other rights and interests in and to the
Membership Interest.
2. Representation and Warranty. Assignor hereby represents and warrants to
Assignee that Assignor owns the Membership Interest and has not assigned, pledged or hypothecated
the Membership Interest to any person or entity other than to Assignee.
Assignment of Membership Interest
D:\DH\2'>2SUj.WPD Page 1
3. Acceptance and Assumption. AssigneeherebyacceptsAssignor's, assignment and
transfer of the Membership Interest and assumes and agrees to perfonn all duties and obligations of
Assignor under the Operating Agreement from and afrer the date hereof
4. Further Assurances. Assignor and Assignee each agree to execute, but without any
obligation to incur any additional liability or expense, such further documents as the other party may
deem reasonably necessary or desirable to effectuate the puiposes of this Assignment.
5. Miscellaneous. There are no agreements, understandings, commitments,
representations or warranties with respect to tiie subject matter hereof, except as expressly set forth
in this Assignment. The prevailing party in any proceeding pursuant to or based upon this
Assignment or in which this Assignment is asserted as a defense shall be entitled to recover all
losses, damages and costs, including attorneys' fees, incurred in such proceeding. This Assignment
shall be binding upon and shall inure to the benefit of the parties and their respective heirs,
rqnvsentatives, administrators, executors, successors and assigns. This Assignment shall be
governed by and construed in accordance with Califomia law. This Assignment may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument. Each party agrees to perfomi any further acts and to execute
and deliver any further documents that may be reasonably necessary to carry out the intent of this
Assignment.
In witness whereof. Assignor and Assignee have executed this Assignment as ofthe date first
written above.
'Assignor" "Assignee**
TAMARACK PROPERTIES INC.,
a Califomia corporation
7 ,
ipiien ^. DovinitS Prfe^ldent
BROOKFIELD SAN DIEGO HOLDINGS
LLC, a Delaware limited liability company
By:
fiA.^iA
Strephpn P. Pnyl P . it^Presldent
By:
^ By: ,
(r? Ef ^ggre . its £hifif_Eiiiancial Sghdra'^. Muuie .itj iMfiilEinanclal
Officer Officer
As. ^ - ~ent of Membership Interest
Page 2
ACKNOWLEDGMENT OF ASSIGNMENT
Pursuant to the Operating Agreement, McMillin Companies, LLC, a Delaware limited liability
company, hereby acknowledges the above assignment and substitution of Brookfield San Diego
Holdings LLC, a Delaware limited liability company, as a Substituted Member to tiie extent of all of
Tamarack Properties Inc.'s right, titie and interest in and to Calavera Hills n LLC, a Califomia limited
liability company.
McMillin Companies, LLC,
a Delaware limited liability company
By: OmAl
Donald R. Faye . its jTl/f^
By: ^ - ^ V ,
Donald L. Knoa;. its l/r
Assignment of Membership Interest
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