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Home My WebLink AboutAD 03-3 ApplicationCITY OF BAKERSFIELD APPLICATION FOR USE OF CITY INFRASTRUCTURE FINANCE PROGRAM 1. Applicant name, contact person address and phone number}. SMITHTECHIUSA, INC. -ROBERT E. SMITH 142417T" STREET, BAKERSFIELD, CA 933.01 661-327-8492 2. Relationship of applicantto subdivision or real property (e.g., planning consultant, developer, landowner, etc.). ENGINEER FOR OWNER/DEVELOPER 3. Name of landowner (including address and phone number). FAIRWAY OAKS SOUTH, LP 6851 McDIVITT DR., STE. B, BAKERSFIELD, CA 93313 661-396-8800 4. Name of developer (including address and phone number}. FAIRWAY OAKS SOUTH, LP 6851 McDIVITT DR., STE. B. BAKERSFIELD, CA 93313 661-396-8800 5. Name of subdivision (provide map identifying location}. FAIRWAY OAKS SOUTH LP -SOUTH OF PACHECO BETWEEN MOUNTAIN VISTA DR. & OLD RIVER RD. 6. Land use summary (i.e., number of units/acres included by land use category). APPROX.119 SINGLE FAMILY RESIDENTIAL LOTS 7. Description of infrastructure and facilities proposed for assessment district financing (provide costs and maps identifying facility types, size and location). GRADING, CURB, GUTTER, SIDEWALK, PAVING BLOCK WALL, STREET LIGHTS AND WATER 8. Statement of general intentionlpurpose of receiving tax-exempt financing for identified infrastructure and facilities. TO CONSTRUCT THE ABOVE INFRASTUCTURE TO BE ACQUIRED BY THE CITY 9. Relevant information pertaining to the tax structure of the subdivision or real property. (Are required taxes paid/current? Are there other secured interests on the property?} CURRENT 10.Previous work -identify other land development ventures by same landowner and/or developer and provide a brief description of each. TRACT 5869 - 238 LOTS / TRACT 4957 - 320 LOTS TRACT 5760 - 3818,000 S.F. LOTS /TRACT 4908 - 7318,000 S.F. LOTS 11. If subdivision is being processed, list City approvals subdivision has received to date, include date of approval and current processing status. (Note that final subdivision processing should not be made prior to acquisition agreement if application for infrastructure financing is approved. TTM 6079 GRADING PLAN -UNIT 1 -JULY 3i 2003 12. What is estimated subdivision property value-to-lien ratio after the installation of the public improvement to be financed? 4.5 -1 13. What method do landowners anticipate employing to ensure full disclosure of this and any other assessments and special taxes to prospective purchasers (Or does the landowner anticipate paying off the entire amount or portion of the assessment lien prior to the close of escrow?}. UTILIZE A DISCLOSURE FORM ALONG WITH THE PURCHASE CONTRACT WHICH WILL PROVIDE DETAILED ASSESSMENT DISTRICT INFORMATION AND AN APPROXIMATE "PER LOT" ASSESSMENT. 2 14.Are there other affected (surrounding) property owners which should or may be involved in the proposed district financing? (Attach a map identifying their property locations and proximity to the subdivision and affiected facility items). NO 15. Do you desire assessment district bonds to be issued in accordance with the 1911 Municipal Improvement Act/1915 Bond Act, or some other combination for no preference)? 1915 BOND ACT 16. Do you have any preference at this time as to the selection of underwriter, bond counsel, appraiser, design engineer andlor assessment engineer? Sta#e who and briefly why. The City will make the final determination or selection of each consultant. The design engineer and assessment engineer shall be selected by the City utilizing the Request For Proposal process. ED WILSON -ASSESSMENT ENGINEER SMITHTECHIUSA, INC. -DESIGN ENGINEER 17.Are the facilities proposed for assessment district financing private or public? PUBLIC 18. Has the landowner/developer andlor joint venture ever been a party to an abandoned, defaulted, andlor court-challenged assessment distract financing? If so, when, where, issue size, circumstances and reasons. NO 19.Do you foresee any unusual requirements, problems, unique opportunities, etc., that may exist in the requested financing for you subdivision/development? NO 6079app-AssDist 3 S:IPROJECTSIASMTD~ST1app-+nfrastrtxt.wpd !~ n ~a 3 // 1 r- W J a v W D < T V ~ I W Cq O < G W n ~ ~ , ~.LJ Q W Z H N W~ Z W U W C. ~ Y W ~ nn // O l_.L ~ ~ G •- =u U ~ -- _ 2 1 t~ w- . ~~~ ~~ - - i ~~~ ~~ ~~ I N C O R P' O R A T E D ASSESSMENT DISTRICT ENGINEER'S ESTIMATE Date June 26, 2003 Tract No.b079 Project BURLINGTON HOMES Assessment District No. of Lots/Parcels Job No. 01-103.1 Old River Road Approxunate Item Description Quantities [.1nit Price Total EARTHWORK: 1. Excavation-Old River Road 4,000 $ 2.00 8,400.00 Sub Total S 8,00.00 r -~ STREET IMPROVEMENTS: SOLD RIVER ROAD 1. b" Curb and Gutter 935 ln. ft. $ 7.50 $ 7,012.50 2. 4" ConcreteSidewalk 5,143 sq. ft. 2.25 11,571.75 3. A.C. Paving-Includes 1,941 tons 3 5.00 67,93 5.00 repavement 4. Agg. Base-includes 1,320 cu. yd. 23.00 30,360.00 repavement S. Saw Cut 920 ln. ft. 1.00 920.00 6. Median 920 ln. ft. 30.00 27,b00.00 Sub Total $ 145,399.25 SmithTech Page 1 5/2612003 WATER SYSTEM; 1. 12" Water Main 1,402 ln. ft. 2. 12" Gate halve 3 ln. ft. 3. 2" Service 1 ea. 4. 2" Meter 1 ea. 5. Valve Boxes 3 ea. 6. Meter Boxes 1 ea. 7. Wharf Head Sea. 8. Bore (100' RR Easement 100 ea. 30.00 636.00 100.00 282.00 66.00 1,500.00 200.00 Sub Total 42,060.00 8,850.00 636.00 100.00 846.00 66.oa 7,500.00 20,000.00 ~ 80,058.00 SEWER SYSTEM: 1. 4" Sewer Main l , 8 9 S ln. ft. 2. 8" Sewer Main 1,405 ln. ft. 3 . 10" Sewer Main 1, 3 3 6 ln. ft. 4. Standard Manholes 9'-12' deep 5 ea. 13'-16' deep 4 ea. 5. 6" Cleari Out I2 ea. 6. Plug 1 ea. f SmithTech .Page 2 10.00 18,980.00 12.00 16,860.00 15.00 20,040.00 1,80.00 9,250.00 2,3oo.ao 9,200.00 30.00 4,200.00 100.00 100.00 Sub Total $ 78,630.00 6/26/2003 DRAINAGE SYSTEM: 1. Catch Basin (3.S Opening) 11 ea. $ 3,000.00 $ 33,000.00 2. 18" Storm Drain Pipe ? 14 ln. ft. 25.00 17,850.00 3. 24" Storm Drain Pipe 883 ln. ft. 30.00 26,490.00 4. 30" Storm Drain Pipe 100 ln. ft. 40.00 4,000.00 5. 36" Storm Drain Pipe 273 in. ft. 50.00 13,650.00 6. Manholes 4 ea. 2,200.00 8,800.00 7. Plug 1 ea. 100.00 100.00 1. Outlet Structure 2 ea. 1,500.00 3,000.00 2. Catch Basin (3.5 Opening} Z ea. 3,040.00 6,000.00 3. 24" Storm Dram Pipe SS In. ft. 30.00 1,450.00 4. 36" Storm Drain Pipe 61 ln. ft. 50.00 3,050.00 S. d' Block Wall (w/3` Ret.) 2Q0 ln.ft. 70.00 14,000.00 6. 6' Block Wail (w/2' Ret.} 200 ln.ft. 60.00 12,000.00 7. 6' Block Wall 600 ln.ft. 40.00 24,000.0{} 8. Gates 14' opening ~v/post 1 ea. 1,170.00 1,170.00 lock per pair 9. Excavation (CUB 15,600 cu. yd. 2.00 31,200.(?0 Sub Total S 199,964.00 MISCELLANEOUS: 1. Street Name Signs 2 ea. $ 150.00 $ 300.00 2. Survey Monument Encasement 2 ea. 300.00 600.00 3. Street Signs 1 ea. 150.00 150.00 4. "Warning/Reg." Signs 2 ea. 150.00 300.00 5. 6' Block Wall (0-2' Ret.) 860 In ft. 60.00 .~_..~. S 1,600.00 6. Striping 1,220 In ft. 2.00 2,440.00 7. Street Lights 1 ea. 2,500.00 2,500.00 8. Design Engineering and LUMP SUM 30,000.00 Construction Surveying Sub Totai S 87,890.00 ~~~ Sm ithTech Page 3 6126/2003 SUMMARY: EARTHWORK $ 8,000.00 STREET IMPROVEMENTS $ 145,399.25 VijATER SYSTEM $ 80,058.00 SEWER SYSTEM $ 78,630.00 DRAINAGE ~ ~ $ 199,960.00 MISCELLANEOUS $ 87,890.00 TOTAL ESTIMATE $ 599,937.25 ~~, Bur6079AssDist Sm ithTech Page 4 6!2612003 ., ~ ~ ~-- ~ ,, :~uatucuo~ boos :~ap1 p j ~o j :abed T •~b~ deW lossassy y~`ufa~ :uo~~duosaQ • _~ o' O . ~''~ ~ ~ ' uJ . ~ ~ ~. 1 ti ~ ~ ~ d ,~ .u~ ~ ~ o, o ,-. ~ , o ~ z ~~ ~ ~ ~ ~ ~~ ~ ~! ~ co h ~4 II ~ Q~ Q o a ~nyo +bc ~~a ' +~ N N N N N '~ V~ ~ ~~ !~ ~ i i E ! I Q ~ ~....n' - -- ~-~I~ r u ~~ ~ q $ ~ F,. I ~ ~ ~ -° ~QI E ~ ~ ~Z ~~ ~ ~ m ~ 0 1 bnU ~R ~?~ qo ;o ,NoQ ~`^~o ; Oo if. Q } IU~ ~r~ ~. ti ~ ~,oF :~ ~ 0 N U :~~~ I ~ti ` Z .~ Z 'RI ~ . ,ltd l ~ ~ . ~, J ~ Z r ~. N N .~ .N tih :` ,rye' ~~''~NOa ~~°a LY'i :. ~ ~ ~ ~~ f ~ ~ ` ~ r _ _ ,d ~° yl'Olf i ~f LffS i a ys'~j • n.~ ~ J ~•~ ~. o r . ~ :I~ ~; ~ ~ ~ ~~ ~~ ~ ~ ~ -~ ,,,, cp ~~ ~ ° ~ ~ t W U Q VU ~ J '° ~ °, n r v ~ W W S N ti. ~ tih ~,i m = C ~ ^ I~ J~~ ,~ :y ~ ~ ~ 0 a ~ OLLJ ~'~J ; NWT 9c~r: ~. ia~^t~ ~ N ~ a ~ 0 :s~rz -' -- Q ~ U \ uµ•~ ~N 1 N Q ~ II ~N ~ '' v ~ f ~ C ~ ,~ ~, ~ \ ~ , ,~ . ~ "~ ~ ~~ ~ ~ , o ~ ~~~a ~ 'v~, ~ ~ ~\ . ~ ~' ~ ~ r~, b ~ ~r ~ ~' ~ ~ d C~ ~ ~ ~ ~~ FAIRWAY OAKS SOUTH, L.P. LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement is entered into effective as o '~ ~ , 2003, by McDivitt Development, Inc., a California corporation ("McDivitt Inc.") and JUF Capital LLC, a Califomia limited liability company ("JUFA"), to form a limited partnership under the Califomia Revised Limited Partnership Act (the "Partnership Act"). 1. PARTNERSHIP FORMATION AND IDENTIFICATION. 1.1 Name. The name of the Partnership shall be Fairway Oaks South, L.P. 1.2 Gertifcate of Limited Partnership. The General Partner has caused a Certificate of Limited Partnership ("Certificate") to be filed with the California Secretary of State. Upon the occurrence of any event affecting the accuracy of the Certificate orwhere required by applicable law, the General Partner shall execute and cause to be filed such amendments to the Certificate as may be required. 1.3 Term. The Partnership shall commence on the date of the filing of the Certificate and shall continue until December 31, 2050 (the "Term"), unless sooner dissolved as provided in this agreement or under applicable law. 1.4 Place of Business. The principal place of business of the Partnership shall be a# 6851 McDivitt Drive, Suite B, Bakersfield, Califomia 93313, until changed bythe General Partner. 1.5 Status of Partners. McDivitt Inc. shall be a genera! partner (the "General Partner" . ". ~ and JUFA shall b~e a I~m~ted partner(the Limited Partner }. The Partnership Interest of the Limited Partner shall be fully paid and non-assessable, and the Limited Partner shall not be bound by or personally liable for debts, liabilities or obligations of the Partnership. 2. PURPOSE. The purposeof the Partnership is toacquire, develop, sell and otherwise deal with such real properly as may from time to time be contributed to or other acquired by the Partnership, and to carry on such related activities as may be necessary or incidental to such purpose. The Partnership shall have the powerto engage in all activitieswhich a limited partnership may legally engage in under applicable law. 3. DEFINITIONS. The following terms used in this agreement shall have the following meanings, unless expressly provided otherwise: "Allocations" means a person's share of the income, gains, losses, deductions, credits or similar items, for tax and accounting purposes, of the Partnership. "Distribution" means the #ransfer of money or property by the Partnership to its Partners without consideration. LP Agreement - Fa~rvay oaks Sout~.wpd -1- "IRC" means the Internal Revenue Code of 1986, as amended. "Partnership Interest" means the interest of a Partner in the distribufions, allocations and capital accounts of the Partnership and other rights and obligations of a Partner under this agreement. "Partners" shall refer collectively to the Partners of the Partnership, including both the General Partner and Limited Partners, and reference to a "Partner" shall be to an one of the Y Partners. "Percentage Interests" means as follows: McDivitt (General Partner) 1 JUFA (Limifed Partner) 99% Person" means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company or other en#ity. 4. ~ CAPITALIZATION. 4.1 Ca ital. The Partners shall contribute to the Company such cash and/or propert as the Partners shall a ree ro rata bas y g , p ed on the Percentage Interests of the Partners. Such contributions shall be reflected in the books and records of the Partnership, and the Partners shall receive a creditto theircapital accounts in an amount equal to the amountofcash and the netfair value of other property contributed to the Company. The Partners shall not be required to make any additional contributions to the capital of the Partnership. ;~ 4.2 Loans. The Partnership may from time to time borrow such amounts from such persons including Partners or their affiliates} on such security and repayable on such terms as may be approved by the General Partner. The amount of any loan from a Partner shall not increase the Percentage Interest of the lending Partner. The amount of any such loan shall be a debt due from the Partnership to such lending Partner, repayable upon such terms and bearin g interest at a rate agreed on by the lending Partner and the Partnership, or if no rate is agreed on then at the annual rate of 10%. No Partner shall be obligated to make any loans to the Partnershi . p 5. DISTRIBUTIONS. 5.1 Percents e Interests. Distributions shall be made to the Partners pro rata based on Percentage )nterests in effect at the time of the distribution. 5.2 Limitation on Other Distributions. No Partner shall be entitled to receive distributions from the Partnership other than as specifically provided in this agreement. 6. ALLOCATIONS. 6.1 Allocation of Income, Gains, Losses, DeductionsandTaxCredits. All income, gains, losses, deductions, tax credits and similar items of the Partnership,as those terms are used and defined for federal income tax purposes, shall be allocated from time to time to the Partners pro rata based on their Percentage Interests. Net income, gain and net loss of the Partnership shall be computed at the end of each fiscal year in accordance with tax accounting principles, ~~ consistently applied, and shall be allocated among and net income and gain aedited to or net loss LP A~eernent • Fairway oaks South.wpd -2- debited against the capital accounts of the Partners. The terms net income, net foss, income, gains, losses, deductions and tax credits shall refer to and be defined. 6.2 Allocation Overrides. 6.2.1 Items of income, gain, loss and deduction with respect to property contributed by a Partner to the Partnership shall be allocated to the Partners so as to take account of the variation between the basis of the propertyto the Partnership and its fair marketvalue atthe time of contribution, in accordance with IRC Section 7o4~c) and Treasury Regulations promulgated thereunder. fi.2.2 No loss or deduction shall be allocated to the Limited Partner if, or to the extent, such allocation would create or increase a deficit in such Partner's capital account (adjusted as required by applicable Treasury Regulations as of the end of the Partnership taxable year to which such allocation rela#es, unless such allocation of loss or deduction is attributable to nonrecourse debt of the Partnership and otherwise satisfies the requirements of applicable Treasury Regulations. Any loss or deduction which cannot be allocated to the Limited Partner shall be allocated to the General Partner. 6.2.3 If the Limited Partner unexpectedly receives any adjus#ments, allocations or distributions described inapplicable Treasury Regulations, which result in a deficit balance in the Limited Partner's capital account, Partnership income and gains shall be speciallyallocated to the Limited Partner in an amount and manner sufficient to eliminate, as quickly as possible, such deficit created by such adjustments, allocations or distributions. 6.2.4 If any allocations are made under the preceding two subparagraphs, then -' allocations shall subsequently be made in a mannerwhich most quickly results in the allocations made under this subparagraph offsetting the effect of the prior allocations under the two preceding subparagraphs, such that the Partners' capital accounts are returned to the balances which would have existed absent the two preceding subparagraphs. 6.3 Savin s Clause. The tax allocations set forth in this section are intended to be consistent with the interests of the Partners in the Partnership and to comply with the requirements of !RC Section 704(b}and applicable Treasury Regulations promulgated thereunder. If such tax allocations are not consistent with that objective, they shall be modified to the extent reasonably necessary to accomplish that objective. 7. CAPITAL ACCOUNTS. 7.1 Capital Account Maintenance. An individual capital accountshall be maintained for each Partner, in accordance with applicable Treasury Regulations. Subject to such requirement, each Partner's capital account shall consist of such Partner's original capita! contribution ~i) increased by any additional capital contributions and such Partner's share of net income and gain; and (ii}decreased by any distributions and such Partner's share of net loss. 7.2 Book-up on Revaluation of Partnership Property. The Partners' individual capital accounts shall be increased ordecreased to reflect the revaluation of Partnership property on the Partnership's books upon the occurrence of those events described in applicable Treasury Regulations. This adjustment shall be made in the manner described in applicable Treasury Regulations. LP Agreement - Farrway oaks South.wpd -3- 7.3 Distribution of Propertyand Constructive Termination. If Partnership propertyother than cash is distributed to a Partner in liquidation of the Partnership, capital accounts shall be adjusted for the hypothetical gain or loss that would have been realized by the Partnership if such property had been sold for cash, to reflect unrealized gain or loss. Capital accounts shall also be adjusted upon the constructive termination of the Partnership as provided in IRC Section 708, as required by applicable Treasury Regulations. 7.4 Target Capital Accounts. The tax allocation provisions of this agreement are intended to produce final capital account balances ("Target Capital Accounts")which reflect the distribution provisions set forth in Section 6. To the extent that the tax allocation provisions of this agreement would not produce such Target Capital Accounts, then income, gains, losses, deductions, tax credits and similar items shall be allocated in a manner which produces such Target Capita(Accounts, and, if necessary, prior tax returns shall be amended to reallocate such items to produce such Target Capital Accounts 8. OTHER FINANCIAL MATTERS. 8.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year. 8.2 Other Elections. The Partnership shall have the nigh#, in the discretion of the General Partner, to make or refuse to make any other elections or determinations required or permitted for federal or state income tax or other tax purposes. The General Partner may rely upon the advice of the Partnership's accountants or legs(counsel with respect to such matters. 8.3 Boaks and Records. The Partnership shall keep atthe principal executive officeof the Partnership those records required under Section 15615 of the Partnership Act. Partners shall have the right to obtain, or to inspect and copy, those records described in Section 15634 of the Partnership Act. 8.4 Tax information. The Partnership shall send to each of the Partners within ninety X90}days after the end of each taxable year such information as is necessary to complete federal and state income tax or information returns, and a copy of the Partnership's federal, state, and local income tax or information returns for the year. 8.5 Bank Accounts. The Partnership shall maintain a bankaccount in the name of the Partnership at a bank hand with signatories} approved by the General Partner. Additional accounts of the Partnership may be approved by the General Partner. All funds of the Partnership shall be maintained in such accounts. 8.6 Organizational Expenses. The Partnership may pay or reimburse the General Partner for all organizational expenses of the Partnership. 9. MANAGEMENT. 9.1 General. The business and affairs of the Partnership shall be managed by the General Partner. The General Partner shall have all rights and powers provided by law. The Genera( Partner shalt devote such time to the business of the Partnership as it, in its discretion, determine is necessary. 9.2 No Exclusive Duty. The General Partner shall not be required to devote all or substantially all of its time or efforts to the management of the Partnership. The General Partner LP Agreement -Fairway Oaks South.wpd -4- may have other business interests and may engage in other activities not related to the Partnership. Neither the Partnership nor any Partner shall have any right to share or participate in such other business interests or activities. 9.3 Compensation to.Genera!Partrier. To the extent the Partnershipgeneratesincome as a result of the services of the General Partner, or if the General Partner otherwise performs services for or on behalf of the Partnership, the General Partner shall receive compensation from the Partnership equal to the fair value of all services rendered to the Partnership by the General Partner. Such compensation shall compensate the General Partner for the reasonable value of services provided, based on what the Partnership would be required to pay an unrelated third party for comparable services. Compensation payments to the General Partner for services rendered shall be determined without regard to the income of the Partnership, and shall be "guaranteed payments°within the meaning of IRC §707(c},and Treasury Regulations promulgated thereunder. if the Partnership does not have suffcient funds to satisfy its compensation obligation to the General Partner, the General Partner agrees to defer receipt of such Compensation until such time as it can be paid by the Partnership. 9.4 Ex enses. The Genera! Partner shall be reimbursed by the Partnership for all direct expenses incurred on behalf of the Partnership, subject to appropriate documentation and such policies as may be adopted by the General Partner. 9.5 Restriction on Authority. The Limited Partner sha}I not participate in the conductor operation of the Partnership, and shall have no right or authority to act foror bind the Partnership. The Limi#ed Partner shall have no right to vote on any matter other than those matters specified in Section 15636{f}{3) of the Partnership Act. 9.6 Meetin s. Meetings of the Partners shall be held at a place designated by the General Partner. The rules and procedures for meetings and voting shall be as set forth in Section 15637 of the Partnership Act. The Partners shall vote in accordance with their Percentage Interests. 10. INDEMNITY AND LIABILITY OF PARTNERS. 10.1 Indemnification ofGeneral Partner. and hold the General Partner and its agents and The Partnershipshall indemnify, defend, protect representatives harmless from and against ail claims, losses and liabilities, including attorneys' fees and costs, incurred or sustained in connection with the Partnership. 10.2 Partnership Obligations. The Genera! Partner, if required by a creditor of the Partnership to pay a debt, liability or obligation of the Partnership, shall be entitled to reimbursement for such payment from the Partnership. 10.3 Outside Interests. There is no limitation on the outside interests or activities of any Partner. Any Partner, including the General Partner and its affiliates, may have other business interests and may engage in other activities, whether or not such interests or activities are competitive with the Partnership, without any obligation to offer any 'rnterest in such interests or activities to the Partnership or any Partner. Each Partner waives and releases any right to participate in any present or future venture or activity of any other Partner or his or her affiliates. LP Agreement -Fairway Oaks South.wpd -5- 11. TRANSFER OF PARTNERSHIP INTERESTS. 11.1 Partners' Approval Required. Neither Partner may transfer, either voluntarily, involuntarily or by operation of law, its Partnership Interest without the approval of the other Partner, and no transfer of a Partnership Interest by a Partner, whether voluntary, involuntary or by operation of law, shall be effective without such approval. The other Partner may require satisfaction of such conditions and may require such undertakings as the other Partner deems necessary or appropriate in connection with any proposed transfer (including any involuntary transfer} of a Partnership In#erest. 11.2 Rights of Assignee. The General Partner shall not be required to recognize any transfer of a Partnership Interest not approved by the General Partner. A transferee who receives a transfer not approved by the General Partner (including. any transferee by levy, execution, attachment or other involuntary transfer, or pursuant to a charging order or other judicial decree or order), shall be an assignee only, as provided in Section 15672 of the Partnership Act. An assignee shall only have the rightto receive the transferor's share of distributions and allocations, and shall have no other rights of a Partner, including any right of access to any Partnership information, to vote on Partnership matters or, in the case of a general partner's Partnership Interest, to manage or to participate in management of the Partnership {including without limitation the, right to determine the amount or timing of distributions or to approve transfers of Partnership Interests}. 12. DISSOLUTION. 12.1 Events of Dissolution. The Partnership shall b~e dissolved upon thefirstto occurof ,. (i) the expiration of the Term, (ii}the General Partner ceases to be a general partner under Section 15642 of the Partnership Act, unless (a} at the time there is at least one other general partner and such Partners} continue the business of the Partnership, or (b) within 90 days thereafter, the Limited Partner agrees in writing to continue the business of the Partnership and to admit one or more general partners; or (iii} an election to dissolve by the Genera! Partner and the Limited Partner. The execution, attachment or other involuntary transfer of, orthe issuance of a charging order against, a Partnership Interest, whether of a general partner or limited partner, shall not cause or result in the dissolution of the Partnership. 12.2 Winding Up and Liquidation. Upon dissolution of the Partnership the General Partner shall wind up the affairs of and liquidate the Partnership. The net proceeds of liquidation, after the payment of debts, liabilities and obligations of the Partnership shall be distributed to the Partners in accordance with this agreement. 12.3 Time for Liquidation. A reasonable time shall be allowed for the orderly liquidation of Partnership property and the discharge of Partnership debts, liabilities and obligations, so as to reduce the loss normally resulting from a liquidation. 12.4 Certificate of Dissolution. Upon dissolution of the Partnership, the General Partner shall execute, file, publish and record such certificates of dissolution, tax returns and other documents and instruments as may be required under applicable law. 12.5 No Liability for Return of Capital. No Partner shall be personally liable for the return of all or any part of the capital contributions of any other Parb~er. Any such return shall be made solely from Partnership property. LP Agreement -Fairway oaks South.wpd -s- 13. GENERAL PROVISIONS. 13.1 Notices. Except as otherwise provided in this agreement, any notice, distribution offer or other communication which shall be given to any Partner under this a reement or in connection with the business of th g e Partnership shall be deemed duly given ~i) upon delivery if delivered personally to a Partner, iii) one business day after delivery by facsimile, ovemi ht courier 9 or telegram, or ~~~~) three business days after mailing if sent by first class marl, postage re aid to p P the address set forth below or such other address as maybe designated by a Partner. 13.2 Successors and Assigns. This agreement shall be binding upon and inure to the benefit of the heirs, beneficiaries, legal representatives, successors, assigns and personal representatives ofthe respective Partners, subject to the restrictions on transfer contained in this agreement. 13.3 Se__ verabiii . If anyterm, provision, covenant orcondition of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest ofthis agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 13.4 Entire A reement. This agreement contains the entire understanding among the Partners and supersedes any priorwritten ororal representations, understandings and agreements between the Partners with respect to the subject matter of this agreement. 13.5 Amendment and Waiver. This agreement may be amended onl b a written Y Y agreement signed by all parties to this agreement. Waiver of any provision of this agreement shall not be deemed or constitute a waiver of any other provision, nor shalt such waiver constitute a continuing waiver. 13.6 Construction. The language in alt parts of this agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any Partner. 13.7 Paragraph Headings. The captions of the paragraphs in this agreement are inserted as a matter of convenience and for reference only and in noway define, limit, extend or describe the scope of this agreement or the intent of any of its provisions. 13.8 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of California. 13.9 Waiver. The failure to enforce any provision ofthis agreement shall not constitute a waiver thereof or the right to enforce such provision thereafter. 13.10 Gender. As used in this agreement, the masculine, feminineorneutergender, and the singular or plural number shall each be deemed to include the others whenever the context so indicated. 13.11 Time. Time is of the essence~under this agreement. 13.12 Successor Provisions. References in this agreement to provisions of the Partnership Act, IRC, Treasury Regulations or other applicable law shall be construed to include any successor provisions. LP Agreement -Fairway oaks South.wpd -7- 13.13 arbitration. Anydispute between the,parties arising underthis agreement, including without limitation any dispute regarding the interpretation or enforcement of this agreement, shall be decided by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The parties shall be entitled to take depositions and obtain discovery in such arbitration proceeding in accordance with California Code of Civi! Procedure Section 1283.05. The cost of arbitration, including the fees of the arbitrator, shall be borne equally by the pares. 13.14 Counterparts. This agreement may be executed in any numberof counterparts, all of which together shall constitute a binding agreement, and each such counterpart shall be deemed to bean original instrument. GENERAL PARTNER: McDivitt D lopment, Inc., a Califom' ~ corporatt~n ~. ~ gy, ~-~? o J ins, Pr silent LIMITED PARTNER: JUFA Capi ,~LLC a Galifomi united ~ bility company ... By: ~ ~-~ D n , dkins, Hager LP Agreement -Fairway oaks South.wpd -$- i~ ~ .'~, SECRETARY OF STATE L /L .; ..y~> ~~~. I l r k ~ ~ Y' Pte` E "~~vv . ~ t • 4 ~ ~ ~. ~ ~ . ~ ~"t ~--. ~< I, Kevin Shelley, Secretary of State of the State of California, hereby certify: That the attached transcript of ~ pages has ~) been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. Sec/State Form CE•107 (rev. 1JQ3~ ~ -- •~~ s~. * :., .. ~, u:~ :~~ ~~~ =. ~ ~~ + M ~ ~. :~ ~I~ ' t 1 ~~~Y~R~~ .. IN WITNESS WHEREOF, I execute this certificate and aff~ the Great Seal of the State of California this day of ~u~ i u 2003 ~~~ Secretary of State f~ nco m ~,~cco ~~~ os l Q ~ '~ ~~ e o, C~IrFORK~! State of California Secretary of State Kevin Shelley CERTIFICATE OF LIMITED PARTNERSHIP A X70.00 filing fee must accompany this form. iMPORTAHT-Read instructions before completing this form 20031900001 E[~DO~~~~~j ~~ `~~~ in the office of the Secrer~~ }~ : -~ ~~ of the State Qt ~:~.~!irc<<,~~~ JUL 0 2 2003 KEVIN SHEL~EY Secretary of State l This Space For Filin Use On 1. Name of the limited partnership (end the name with the words "Limited Partnership' or the abbreviation'L.P."} FAIRUVAY 4A~S SOt-TH, L.P. 2. Sint address of pdncippl ex2CUti~re ;,ffice Gity and state ?ip codes 6851 McDivitt Drive, Suite B Bakersfield, CA 93313 3. Street address of California office where records ace kept City Zip code 6851 McDivitt Drive, Suite B Bakersfield, CA 93313 4. Complete if limited partnership was formed prior to July 1,1984 and is in ex+stence an the date this certificate is executed. l~he original limited partnership certificate was recorded on with the recorder of county. File or recordation number ____.~_ 5. Name the agent for service of process and check the appropriate provision below: Qon Judkins which is (X~ an ~dividual residing in California. Proceed to item 6. r ~ ~ rnrru,ratinrt which has filed a certificate QUrSUant t0 Section ~ 505. Proceed to item 7. __ _~ ~______ 6. If an individual California address of the agent for service of prac,ess: . i ~ G$51 McDivitt Drive, Suite B Address: ~; . 6akersfield State: CA Zi code: 93313 1. Names and addresses of all general partners: (Attach additional pages, if necessary} A. Name: McDivitt Development, inc. ~ c ; S85t McDivitt Drive, Suite B Add ess -Bakersfield State: CA Zi code: 93313 C 6. Name: i Address: ~ Zi code: ~ ~i State: 8. Indicate the nu_.__ ~r of genera! partners' signatures required for filing certificates of amendment, restatement, merger, dissolution, continuation and cancellation. ~ 9. Other matters to be included in this certificate maybe set forth on separate attached pages and are made a part of this certificate. Other matters may include the purpose of business of the limited partnership E.G. Gambling Enterprise. PUA 10. Num f pages attached, if any: ~ 11. I at statements contained in this document are true and correct to my own knowledge. I declare that f am the ing i 'nstrument, which execution is my act and deed. President o f ~ on Judkins ~"" cDfvf tt Develo men ~~ ~ e Date S~ ~ P ~esi~fvr r ~G ~~ 0 Date Position or ~r SEC/S?ATE (REV. 01103) FORM LP•1-FILING FEE: $70.00 ~...,~ Aeoreved by Secxetarv of State T0: THE HONORABLE CITY COUNCIL CITY OF BAKERSFIELD thereinafter referred to as "Agency") PETITION FOR THE CONSTRUCTION OF IMPROVEIV~ENTS AND WAIVER OF REQUIREMENTS OF DIVISION 4 OF THE STREETS AND HIGHWAYS CODE OF TIE STATE OF CALIFORNIA THE UNDERSIGNED, constituting property owners within the territory as shown on Exhibit "A" attached to this Petition, whose property will be subject to the assessment for the improvements hereinafter requested, hereby request the formation of an assessment district under the provisions of the "Municipal Improvement Act of 1913," being Division 12 of the Streets and Highway Code of the State of California and the provisions of Sections 13.08.060 and 13.08.070 of the Bakersfield Municipal Code, to finance the construction of certain public works of improvement, together with appurtenances and appurtenant work in connection therewith, generally described as follows. The construction of street improvements including curb, gutter, sidewalk, grading, paving, street lights, water and walls improvements within the boundaries of the proposed assessment district as shown on the attached Exhibit "A". THE UNDERSIGNED CONSENT to other appurtenant. work and acquisition that is, in the opinion, of Agency, necessary to properly effectuate said improvement, and we hereby expressly waive certain rights to protest against and stop the formation of the proposed assessment district as permitted under the "Special Assessment Investigation, Limitation and Majority Protest Act of 1931, "being Division 4 of the Streets and Highway Code of the State of California. An estimate of the total cost of the improvements project to be financed by the proposed assessment district is $599,937. WE HEREBY FURTHER REQUEST: 1) That you assess the cost of said acquisitions and improvements together with the expenses incidental thereto upon the district benefited thereby, which district is shown on the attached Exhibit "A". 2} That we authorize you to exercise your proper discretion as vested in you pursuant to said Acts to make changes and modifications in said improvements, said assessments, the boundaries of said assessment disttict or the .proceedings, prior to or during the course of said proceedings. 3) That all efforts and attempts be made so that said proceedings and the Resolution of Intention can be adopted at the earliest time. This Petition may be signed in counterpart and constitutes one Petition and Waiver, and may be consolidated with similar petitions and waivers for similar improvements herein mentioned. Vtre understand that property owners of more than 60 percent in area of the territory subject to the proposed assessment must execute similar petitions before the Agency can take the action_requested herein. Respectfully submitted, FAIItAY OAKS SOUTH, LP ~C~~~------ SIG~tA~URE DON K S, PRESIDENT OF McDIVITT DEVELOPMENT, INC., GE RAL' PARTNER OF FAIRWAY OAKS SOUTH, L.P. b079AssPetit SEE A7'7"ACHED FOR ASSESSOR'S PARCEL N0.lADDRESS :~uacvu~o~ coos :~ap1p I ~o I : abed T 'L 6~ deyy ~ossassy d~ `u~a~ : vo~~d J~~sa~ Q f... ~, H m H x w ~~ i ~ _. 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