HomeMy WebLinkAboutSDP 86-02A; Aviara Resort Associates LP; 2000-0606542; Hold Harmless Agreement/ReleaseRECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
City Clerk
CITY OF CARLSBAD
1200 Carlsbad Village Dr,
Carlsbad, CA 92008
lS74 NOU 08. 2000 8-54 fWl
FEES: 16.00
1575
imployee thereof be liable or responsible for any accident, loss or damage happening or
lccurring during the construction work or improvements as specified in this agreement.
It is further agreed that the above owner(s) will maintain all drainage systems to insure a
ree flow to a satisfactory point of discharge unless said systems are accepted as public
acilities.
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It is further agreed that this agreement shall be binding on all heirs, successors or
assigns having an interest in all or any part of the property described herein.
IN WITNESS WHEREOF, the undersigned has executed this instrument this .25m
PROPERTY OWNERS:
AVIARA RESORT ASSOCIATES
LIMITED PARTNERSHIP, a California
3
Re". 12108198
State of California 1 1 County of San Diego 1
On @ I.'( @ before me,
(Date) (Name, Title of Officer)
(Name[d of Signer[s]) personally appeared
. personally known to me -OR -
(proved to me on the basis of satisfactory evidence) to be the person(s) whose name@)
islare subscribed to the within instrument and acknowledged to me that helshelthey
executed the Same in hislherltheir authorized capacity(ies), and that by hislherltheir
signature(s) on the instrument the person@), or entity upon behalf of which the Person(s)
acted, executed the instrument.
WITNESS my hand and official Seal NOTARY PUBLIC. CALIFORNIA
( "& ) (This area for
Signature of Notary official notary seal)
Signer(s) other than named above
LAW OFFICES
MA FACSrnaLE AND U.S. MALL
City of Carlsbad
1200 Carlsbad Village Qive
Carlsbad, California 92008
Attn: Damien Brower, Deputy City Attorney
Re: Carlsbad Tract Map #95-02, Unit 3 (“Map”j
Ladies and Gentlemen:
, We represent Aviara &sort Associates Limited Partnership, a limited partnership organized and e-g
under the laws of the State of California (“ARALP”)), HEF N, L.P., a limited partnership organized end
existing under the laws of the State of Delaware (“HEFIV”), Hotel Capital Partners IV, L.P., a limited
partnership organized end existing under the laws of the State ofDelaware (”HCPW”), MW Partners
IV, L.P., a limited park~q’ship organized and existing under the laws of the State of Delaware
(“~W”) and MW Hotel Advisory COT., a corporation organized and existing under the laws ofthe
State ofDelaware (’’MWf?orp. ‘3. We have been asked to render this opinion regarding the authority of
such entities to execute the Map and any and all amendments and documents perraining thereto
(collectively “W”)
In rendering this opinion we have also examined such documents and records as in our judgment are
necessary or appropriate to enable us to render the opinions expressed below,
Based upon the foregoing, but subject to the assumptions, qualifications and limitations set fotth herein,
we are of the opinion that:
1. ARALP is a limited pamership in good standing and validly existing under the. law of the State
of California.
2. HEF IV is the general partner of ARALP and is a limited partnership in good standing and
validly existing under the law of the State of Delaware.
3. HCP IV is the general pamer of HEF IV and is a limited partnership in good standing and
validiry existing under the law of the state of Delaware.
MW IV is a gcne~al partner of HCP W and is a limited parmenhip in good standing and validly
existing under the law of the State of Delaware.
Mw COT. is the general partner of MW N and is a corporation in good standing and validly
existing under the law of the State of Delaware,
6. Each of ARALP, HEF W, HCP W, Mw N and MW Corp. has the requisite corporate or
partnership capacity and has all necessary corporate and partnership authorizations to execute,
enter into and deliver the Map.
7. The following persons are authorized to execute the MAP on behalf of MW Corp. acting alone:
F. Matthew DiNapoli - President and Treasurer
Philip F. Ma& - Vice President and Senetary
Our opinions arc qualified as follows:
Our opinion is limited to the laws of the State of Delaware in effect on the date hereof as thcy presently
apply. We shall have no continuing obligations to inform you of changes in law or fact subsequent to the
date hereof or of fscts ofwhich we become aware after the date hereof.
This opinion is limited to the mattas set fortb herein. No opinion may be inferred or implied beyond the
matters expressly contained herein. This opinion is rendered solely for the benefit of those whom this
I opinion is addressed and no other person or entity shall be entitled ro rely on any matter set forth herein
without the express vnitten consent of the undersigned.