HomeMy WebLinkAboutCB992707; Jett & Jones LLC; 2000-0400187; Local Facilities Mgmt Zone Fee Agreement/ReleaseP
?.ECORDING REQUESTED BY
4ND WHEN RECORDED MAIL TO:
Zity Clerk
XI-Y OF CARLSBAD
1200 Carlsbad Village Dr.
SarIsbad. CA. 92008
JUL 28. 2000 11:12 FIM
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California All. Purpose Acknowledgment
State of California
County of San Diego
instrument.
OPERATUVG AGREEMENT FOR
JETT & JONES, LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY
oh $43757
xqq
19. Management IntereWManaeer.
a. Manager. The Company shall have one (1) Manager who shall be Jett
or his designee. In the event of Jett’s death, disability or resignation as the Manager, the Property shall be managed by a professional property manager and the successor manager to
Jett shall be a person experienced in property management selected by Jett. If Jett has not
selected such person when he ceases to be the Manager, Randy Jones shall be the Manager
until a qualified person is selected by the holder of Jett’s interest as a Member.
b. Plan of Ooeration. The Manager shall develop a plan for the
development of the Property with three (3) separate buildings and related improvements. The
Manager shall select appropriate architecture of the buildings showing the elevations and floor plans, the budget for on and off-site improvements, the leasing rates for the buildings and
related costs of leasing, the schedule for completion and in general the plan for development
of the Property.
C. 13udget and Accounting. The Manager shall prepare and forward &om
time to time to the Members an analysis showing costs to date as compared to the budget and
costs expected in the future and as compared to the budget.
d. Meetings. Periodic meetings between the Members shall occur to review
the progress of the project.
Final Decisions. Except for situations in which approval of the Members is expressly reiuired by this Agreement, the Manager, and not the Members, shall have full,
complete and exclusive authority, power and discretion to manage and control the business,
property and affairs of the Company, to make all decisions regarding those matters and to
perform any and all other acts or activities customary or incident to the management. of the
Company’s business, property and affairs.
f. Performance of Duties: Liabilitv of Manager. The Manager shall not
be liable to the Company or to any Member for any loss or damage sustained by the
Company or any Member, unless the loss or damage shall have been the result of fraud,
deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by
the Manager. The Manager shall perform his managerial duties in good faith, in a manner
it reasonably believes to be in the best interests of the Company and its Members, and with
such care, including reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances. The Manager who so performs the duties of Manager
shall not have any liability by reason of being or having been a Manager of the Company.
g. Devotion of Time. The Manager is not obligated to devote all of his
time or business efforts to the affairs of the Company. The Manager shall devote whatever
time, effort and skill as it deems appropriate for the operation of the Company.
h. Transactions Between the Comnanv and the Manager. Notwithstanding
that it may constitute a conflict of interest, the Manager may engage in any transaction
(including, without limitation, the rendering of any service, or the establishment of any salary,
other compensation or other terms of employment) with the Company so long as such
PKNS\0161218.02 7
. ’ The proceeds from the liquidation of the Company assets shall be distributed in the following order:
a. The expenses of liquidation shall be paid.
b. The debts of the Company, whether owed to Members or Nonmembers, shall be paid.
C. The balance shall be distributed to the Members in accordance with each
Member’s rights to cash available for distribution under this Agreement.
d. After the obligations and capital accounts set forth in subparagraphs a.
through d. of this numbered paragraph have been paid in full, then any remaining cash or
assets of the Company shall be distributed to the Members on a pro rata basis in accordance
with the Members’ interests in the profits and losses of the Company.
e. The Members may elect, by mutual written agreement, to distribute some
or all of the assets of the Company in kind at their fair market value at the time of
distribution.
Notwithstanding the foregoing to the contrary, prior to making distributions under
subparagraphs c. above, the Manager may establish reasonable reserves.
33. Notices. Any notice given under this Agreement shall be deemed duly given by personally delivering such notice, sending it via facsimile, or by mailing it, postage fully
prepaid, to the parties at the following addresses:
TO THE COMPANY: JETT & JONES, LLC ,c/o T. Lawrence Jett
P.O. Box 9672 Ranch0 Santa Fe, CA 92067 Facsimile No. (619) 756-9837
TO MEMBERS: Randy Jones
T. Lawrence Jett P.O. Box 9672 Ranch0 Santa Fe, CA 92067 Facsimile No. (619) 756-9837
Any notice shall be deemed delivered upon (i) personal service, or (ii) transmission
via facsimile (with the original thereof to be immediately sent via mail, postage prepaid), or
(iii) forty-eight (48) hours after the time of deposit in the mail, postage fully prepaid, as the case may be. In the event that any party changes his address, such change of address shall
be communicated to the other parties in the manner set forth in this numbered paragraph.
PKNS\O,6,21m2 12
I .
41. Counteruarts. This Agreement may be signed in one (1) or more counterparts,
each of which shall constitute an original, same document.
cTTG$ms
T. LAWRENCE JETT
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