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Home My WebLink AboutRP 15-23; SVF, LLC; 2016-0059943; Notice of RestrictionDOC# 2016-0059943 lllllllillllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Feb 10, 2016 03:13PM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $36.00 RECORDING REQUESTED BY AND) WHEN RECORDED MAlL TO: ) ) City Clerk ) CITY OF CARLSBAD ) 1200 Carlsbad Village Drive ) Carlsbad, California 92008-1989 ) PAGES: 8 Space above this line for Recorder's use Assessor's Parcel Number 203-174-06 -------==-~~~~~~ Project Number and Name _____ R_P_15:......-2_3_-_PA'---C-'--D_e_nt_a_l NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the City of Carlsbad, County of San Diego, State of California described as follows: THE SOUTHWESTERLY 230.00 FEET, MEASURED ALONG THE SOUTHEASTERLY LINE OF THE SOUTHEASTERLY 210.00 FEET, MEASURED ALONG THE SOUTHWESTERLY LINE OF TRACT 96 OF CARLSBAD LANDS, IN THE CITY OF CARLSBAD, COUTNY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 1661, FILED IN THE OFFICE OF THE COUTNY RECORDER OF SAN DIEGO COUNTY, MARCH 1, 1915 EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED OCTOBER 15, 1934 IN BOOK 334, PAGE 247 OF OFFCIAL RECORDS is restricted by an Administrative Review Permit No. RP 15-23 approved by the City of Carlsbad on December 21, 2015. A copy is on file at the City of Carlsbad Planning Division. The obligations and restrictions imposed are binding on all present or future interest holders or estate holders of the property. Rev. 01/2013 Village Faire SVF, LLC OPERATING AGREEMENT November 22 , 2005 1414J80\63483.3 r (b) the Economic Member's Capital Account shall be debited with the amount of money and the fair market value of any Company property distributed to the Economic Member (net of liabilities secured by such distributed property that the Economic Member either assumes or to which such property is sub~ect), the amount of any unsecured liabilities of the Economic Member assumed by the Company, and the Economic Member's distributive share of Loss and any item in the nature of expenses or losses specially allocated to the Economic Member. 1.5. Cash Flow. "Cash Flow" shall mean all cash derived from operations of the Company (including interest received on reserves), without reduction for any non-cash charges, but less cash used to pay curren1t operating expenses and to pay or establish reasonable reserves for future expenses, debt payments, capital improvements, and replacements. 1.6. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding revenue law. 1.7. Comoany. "Company" shall mean the limited liability company formed in accordance with this Agreement. 1.8. Contribution. "Contribution" shall mean any money or property which the Economic Member contributes to the Company as capital in the Economic Member's capacity as the Economic Member pursuant to this Agreement. I .9. Economic Member. "Economic Member" shall mean SIMA Village Faire, LLC, a California limited liability company. 1.10. Economic Interest. "Economic Interest" shall mean the Economic Member's right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive Distributions from, the Company, but does not include any other rights of a Member including, without limitation, the right to vote or to participate in managementt or any right to information concerning the business and affairs of the Company. 1.11. Independent Manager. "Independent Manager" shall mean a manager of the Company who is provided by a nationally-recognized company, including CT Corporation Staffing, Inc., that provides professional independent directors, managers or members who is not at the time of initial appointment, or at any time while serving as a manager of the Company, and who has not been at any time during the preceding five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of the Company or any Member thereof or their Affiliates; (b) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with the Company or any Member thereof or their Affiliates; (c) a Person or other entity controlling or under common control with any such stockholder, partner, member, customer, supplier or other Person; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, customer, supplier or other Person. (As used herein, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person or entity, whether through ownership ofv,oting securities by contract or otherwise). The initial Independent Manager shall be the Person named in Exhibit A to that certain Staffing Agreement between the Company and CT Corporation Staffing, Inc. 1414.380163SS6.3 2 I .12. Lender. "Lender" shall mean Merrill Lynch Mortgage Lending, Inc., its successors and assigns. 1.13. Managing Member. "Managing Member" shall mean James P. Knell, and any successor Managing Member elected by the Economic Member. 1.14. Managing Member Interest. "Managing Member Interest" shall mean the interest of the Managing Member in the management, operation and control of the business of the Company, and shall not include any Economic Interest whatsoever. 1.15. Member. "Member" shall mean any Person who executes a counterpart ofthis Agreement as a Managing Member or Economic Member and any Person who subsequently is admitted as a Member of the Company. 1.16. Membership Interest. "Membership Interest" shall mean a Member's rights in the Company, collectively, including the Member's Economic Interest in the case of the Interest of the Economic Member and any right to vote or otherwise participate in management, and any right to information concerning the business and affairs of the Company. 1.17. Person. "Person" shall mean and includes an individual, corporation, partnership, association, limited liability company,joint venture, joint stock company, trust (including any beneficiary thereof), unincorporated organization, estate, or government or any agency or political subdivision thereof. ("'· 1.18. Project. "Project" shall mean the property and improvements commonly known r as the Village Faire Shopping Center, 300 Carlsbad Village Drive, Carlsbad, California, including all land and related improvements and associated rights, together with any personal property located therein or related thereto, in which an undivided interest is acquired by the Company. 1.19. Project Loan. "Project Loan" shall mean the mortgage debt incurred or assumed in connection with the acquisition, construction or improvement of the Project, any loan refinancing a Project Loan or any subsequent refinancing, consisting of the loan in the original principal amount of approximately $17,580,000 made by Lender pursuant to the loan documents governing such Project Loan. 1.20. Project Loan Documents. "Project Loan Documents" shall mean all documents or instruments evidencing or securing the Project Loan or related to the Company's assumption thereof, including without limitation any promissory note, deed of trust, security agreement or loan assumption agreement. 1.21. Profit and Loss. "Profit" and "Loss" shall mean, for each taxable year of the Company (or other period for which Profit or Loss must be computed), the Company's taxable income or loss determined in accordance with Code Section 703(a), with the foiJowing adjustments: (a) all items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(l) shall be included in computing taxable income or loss; 1414.380\63556.3 3 relating to the relief from debts or the protection of debtors generally (collectively "Bankruptcy") of the Economic: Member or the Managing Member shall not cause the respective Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Economic Member and the Managing Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Economic Member or a Managing Member, or the occurrence of an event that caus,es the Economic Member or a Managing Member to cease to be a Member of the Company. 1414380'163556.3 12 IN WITNESS WHEREOF, the parties have ex~cuted, or caused this Agreement to be executed as of the date first above written. MANAGING MEMBER: ECONOMIC MEMBER: By: r 1414.380\6lSS6.3