HomeMy WebLinkAboutMEADOWLAND LTD - 1986-03-17e
• i .:lamI TY''OF FriUNTINGT'ON SEA F°�
"le
t.
2000 MAIN STRFET -CALIFORNIA4926�48
OFFICE OF THE CITY CLERK
Apri 1. 0,1986
Meadowlands, Ltd.
16561 Bolsa Chica Street
Suite 108
..Huntington Beach, CA 92649
The City Council of `he City of ,untrncton Beach at its r_cullar
meeting held March 17, 1986, approved an agreement with your
Firm for advance of and indemnification against costs associated
with review of financing fora 114-unit elderli housing pro ect
to be located at 16171 Sorinrdale in the ;tf of "untington each.
Enclosed is an executed copy of this agreement 'or your 'i ies.
Alicia 1-1. eoentworth
City Clergy:
A-MI,I : b t
Enclosure
I T d o pholm e: 714436-5 227 )
AGREEMENT BETWEEN .'I'HE-CITY OF HUNTINGTON � BEACH AND
EADOWLAND.LTD FOR ADVANCE OF AND INDEMNIFICATION
AGAINST COSTS ASSOCIATED WITH REVIEW OF FINANCING
THIS "AGREEMENT is made and entered into on this4A `day
l•
of 19 by and between the CITY OF
-�
'HUNTINGTON BEACH, a municipal corporation of the State or
California, "hereinafter referred to as "CITY" and "MEADOWLAND
LTD", a California Partnership, hereinafter referred to as
"DEVELOPER' enter into this Agreement on the terms and provisions
set forth below.
THE'CITY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:
I. (Section 100) Project Planning_
A. (Section 101) Developer Planning.
y
The Developer is considering proceeding with the
development of certain real property situated within the city of
Huntington Beach. Such real property (the "Property") is shown
`generally on the map attached hereto as Attachment No. 1. The
Developer desires that the city consider the use of public
financing; provided that the Developer acknowledges that (i) the
City of Huntington Beach (the "City") shall not incur any cost or
liability as a result of such financing; (ii) if bonds or
certificates are issued pursuant to this Agreement, the city may
charge.a reasonable issuer's fee; and (iii) the approval dnd
execution of this Agreement shall. in no event bind the city to
issue bonds or certificates of participation concerning or with
respect to the Property or the Developer.
B. ( Section 103) Deposit.
Developer herewith submits to the city as a deposit
the sum of.Two.Thousand Dollars ($2,000.00) (the "Deposit"), in
the form of.a.certified or cashier's check. The city shall have
no obligation to earn interest on the Deposit.
The parties recognize that the city may, in
connectiob with this Agreement, incur expenses for the following
items, among others:
i
All expenses of the City incurred in good faith in
.connection with this Section 103 are hereby referred ;.o as
"Issuance Costs." The city may, without approval by the
D%--ieloper, expend from the Deposit funds up to the limit of the
Deposit for any one Qr all of items 1 to 3, inclusive, of this
Section 103. The Developer shall not be obligated by this
Agreement to advance additional funds to the city. The city shall
nut be obligaLe.d to expend iAny funds in excess of the Deposit for
the purposes described in this Agreement. In the event that
expenditures pursuant to this Section 103 are to exceed the amount
of the Deposit, the Developer shall defend, indemnify, and hold
harmless the city from and against all such claims, suits, or
demands provided that the city has first notified the Developer
that costs incurred will exceed the amount of the Deposit, and the
Developer elects that the city continue to pursue financir,-i.
D. (Section 104) Disposition of the Deposit.
In the event that as of December 1, 1986 no public
financing has been approved for the undertakings of the Developer
with respect to the Property, unless this Agreement is extended by
Mutual agreement of the parties, (i) the city shall refund to the
Developer any portion of the Deposit not expended and not
committed for expenditures all as pursuant to Section 103 of this
Agreement; or (ii) if expenses exceed the amount of the Deposit,
the Developer shall promptly pay to the city funds equal to all
expenses and costs (including staff time) incurred by the city
pursuant to Section 103 of the Agreement;. thereupon, this
Agreement shall terminate.
2.
;..„ ► TTACHNi NT .1
'P-AIN G ZONING DM 24
,.
SECTIONAlDISTRICT MAP 21'5=11
... .. j - a••iLltlO tl••► .. Ifa •KjT1 .. ' ..
R•rrr4 CM -Aft f$40 IIIRAYT,o• - •,♦ •-.,.•s+, ••• w ru+ .
• .~ rx 1 J F
CivilCPri:hu
CtL • O•il r4 i.l.OIUIL7CLC O[p. Jf. MlLli[➢ Dtt M:. « ,.t. •a•r a, •.r
- 4III- W TTf 1:-fb U[r ICGLwa ..
t ,t ,•,• W M Ir•to. ,t t!H L;3 «u•••+, .•wca.fl.; "Ir•K,
I.S. a ,.f 1•r!• /f 1f•a [:� •.•r., .»., «ra.'t f•••a•
f.i Yir.i...i.i {GTON'REACU"
:,.n..i .1{. M! ,• s•:� 1.1/ 1.�1/ vI[!•w.Yx1JtM 4,, at
t••-fi fGf t•t N !!, .'
E 1•tr• tf Nf Ix•to• It +•M LJ V_w .? AWt, WWI.
* - wtlLS: - ^2..•s:: .•..�! fSf C•t+•it ••N.
f 7 + t ! * ♦' '! T i;.40 !a!! t•1•tJ irk K lo•f1 ♦N rnw• •..■ „•M• Lr
«R 1L i1 G I, C 0 U \'I 1 , t. �1 I, 110 r `It I �1 . ,..[ tl.f ,.•.. w r�. s•ta.f1 4., Lr•,f r..,.., «b.,. w,.<,
KYEMDED BY ZD+.E CA!i; t•1- t. r4o 12-Y•t1 •.q LLi., w,.w tc....ca. ,w•••♦
as. ,D! '•2.I11�S.Kl: *S 11.in 8&1.2s•.IOL W.it1 /M..f1. 11.1.14 1Ct1 4 ! •ft r►, lZ:j •+ .•+I MwbcT Wra47
' •r1. rf'�, fOt,lE!•tt•lo, M•fi ..+, t1. 6+•14 •t r., •• Itaa.• r1•f011f. twrLT!-i0t•, ♦•!• •! 111i o- r! •91 '13 .+tillx a•.,•,wurrw - -
C .t1-pw\fr•f0 Itf1. 1 LF21% IJI 73-40014•t.ti."r►a tl-±►.+.rr-r/SK:•.,f>Lad•r, .-..N 1:.7 dr u.w^r•+••a.n •tax•.wfN•ee. .
ti/ N •� Nit IiJ b�..b �1. is 1tl•rrall. J�•� 1+
C2 RI RI R1 RI .. R1 — .,_ a+.= r..- �r
•.• M -�
RI % RI RI Ri
x+[+ (_ C 2
. Rt i ' Ri iI R,_ ;,
L-�w C■
w i
Rl RI 4 Ri RI i7 CiF"E ll RI; i a R�.t�. �l�Z-w•-- aC4 i a
ix
! i RI
i t ;� L•• _ to
RI Rte CF—E ^Ri
c.
I NJ
nn, a r r Lj t �.� RI 1
' t •
M H ' :.
1 Rf RI RI RI RI RI Rf £ Rf I RI RI
J t �I i .....: t� RI
r y r ' r ! l_ j1 R 1
•
1 j" s rR I R I C.
� r Y r
1 •llr .. «�.. • ...... _ ...._.. ._ _.. . r. r __. __ _ r
FIC2R+RRIR P2 `lmNpI ' R I � R32 MIA RI
iR1+'RI {RI i" Rt ' '.CF_ R L R' _J
-,
! RI
raaw•• C•
�._.~i
�f Rcs-0 ► f O .
(0)MH Rt ;
R2 RI
10
i Tit>� : " ►cL,a w 1 RI 1
ROS
w,l _ � R4 � ► -� RI f d
rn
f .-'..
will
aY
SECTIONAL DISTRICT MAR 22-51I /,�. •�
CITE OF
�t
�BEACIJ
BUNTINGTON
011XNG E C0U,NTY, C11I,I F011NIA
USE OF PROPERTY MAP
EDJ%GEQ AVE
JAL i t t.L
7 .• i t!
ra
Lif r I { j k� t • �-
}
1
W
t
CE-Rj.,........... }s y
„ ; { t� � i . t t �• ^"_:..' � �.�:_t r h r----� ram=--- ( 1 � �-.r !:._.._...-_. r t i i
: (jT i ( 1 {`� _ w� + 1... . i it l .... • . • . . . . . . .
•! J#L
.w � f..• Y �• C...._._�-. si' 1..+ (v: r�.� ,1.+� �. l :.T,i�►-� l;t �.w�v :. t....._..-.. __.... ._-...-. � - 1� �
J.•t *�xi,.4( - t +"'"+'.i".r! # 1V' __'_��_-.• ?� '�1:.7L1L-__� _i ; c:raTt� i
�": l ;,• � ..r y / • �--..,.,,,.......,.,.try y'� .. � �"�!; ;.�.�....._. . . / . � f � �:/ { �� .. „s'.•'t-_a..- �•
•.�- ��. •�j� ... i }I�: _ i •i 1 .mil y'�' �j; �k �` it
is'Tl+' YY_{l :i �'•'i',"b ML .. 1�q-F`t y!. .. �M. Y'Xc ..
r} REQUE FC3R GIT`( C"alC AT14N
"RI1 86-19.
Date 1NIarch 6, 1986 _
Submiited`to: Honorable Mayor Ana City Council Members vdr'G��
Sut;mittecci by: Charles .W. Thompson, City Administr 'b
�`, ,;;.,w a . .%
Prepared by: Douglas N. La Belle, Deputy City administrator/Rode me t
Sub,oct: INDUCEMENT RESOLUTION - MEADOWLANDS L ERLY S
PROJECT
Consistent with Council Polic ?"
y �?Q Yes ()New policy or Excepts � f `�•F:f, ,:,, ,�,�,
Stateii.6tof`Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: �� •
STATEMENT OF ISSUE:
The Villages, doing business as 'deadowland Limited Comptiny, has requested an
inducement resolution and Indemnity Agreement for an elderly housing project to be
located on Springdale. Attached is such tin inducement resolution.
RECOMMENDATION:
Approve and authorize the Clerk to execute the attached inducement resolution and
Endemnity Agreement for a 114-unit elderly housing project to be located tit 16171
Springdale in the city of Huntington Beach with it not -to -exceed amount of $7 million.
�Nat.v�tc.
The Villages, doing business as Mendowland Limited Company, has requested an
inducerent resolution for tax exempt financing for an elderly housing project which it
intends to sponsor. The project is located at 161 11 Springdale and would be cornposea
of ,approximately 114-units to be rented to persons over the age of 60 years. The
project would consist of studio, one -bedroom, otic-bedroom and den, and t No -bedroom
units and include a variety of amenities. Units would range in size from 460 sq. ft. to
850 sq. ft. and rents from under $400 it month to $790 per month. The developer has
requested a financing not -to -exceed $7 million. It is anticipated that the project
construction would start In May 1986 and be completed in Jnnunry 1987. This project
received approvals for general plan amendment and zone change on February 18, 1986
but will still require the consideration of it conditional use permit by the Planning
Commission at a future date.
T11E ATTACKED INI)LiC;I:ti1:N'T RESOLUTION CONTAINS A C:ONUITiON T11AT,
PRIOR TO THE AUTHORIZATION BY TiiE: CITY COUNCIL FOR THE SALE OF
BONDS, AN ALLOCATION DE KI:CEIVE:D FROM EITHER 'TIIE CITY, THE f;OUNTN',
OR'THE STATE OF. CALIFORNIA. THIS IS A NEW PROVISION FOR MULTI-FA`iILY
APARTMENT PROJECT INDUCEMENT RESOLUTIONS.
IIR 3038 .as, approved by the house of Representatives in its last session embodies
o sweeping changes tthe Federal:Tax Code. 1lany of these chang+-s will effect the rules
under which'the city issues tax exempt securities to finance new private development.
Key amongthese provisions nrill be . -a volume cap limiting the total dollar volume of
such bonds which the 'city ay issue in any givers year. it is anticipated that this
. \•/{`/ \•IIIY •IVY{V {I I.uYV •V VY YV{{J{y.�{I• •11 \11 11{V ,/{V.{J{V{{J {/.I •1{fir 1, {{V I• y\IJ IIV•
HR 3838 stipulates, the absolute volume cap of suc►a financings on a state by state basis
and, also 'permits_.the states to determine how this allocation is distributed to local
jurisdictions. At.this writing it Is not known how the state of California will establish
i allocation system nor how much of the volume cap will be available to Huntington
Beach. Therefore, it cannot be assured that an allocation will be available for this
project.
Therefore, approval of the attached inducement resolution is recommended with the
caviat that the developer must show sufficient evidence of an allocation for the sale of
such: bonds. before financing documents will be transmitted to the City �.;ouncil for its
consideration.
ALTERNATIVES:
1. Do not approve the inducement resolution.
2. Continue the inducement resolution to a future Council meeting.
FUNDING SOURCE:
Cost of issuance paid from bond proceeds. The city will assess its usual one-half of one
percent issuance fee ($7 million financing equals $35,000 issuance fee). Also attached
is the usual Indemnity Agreement signed by the developer providing for a $2,000 deposit
to cover. city costs should the bond issue not close.
ATTACHMENTS:
I. Inducement Resolution No.
2. Indemnity ,agreement.
C%VT/DLB/SVK:sa,
2129h
WHEREAS, The city of Huntington Beach is authorized by the
California Health and Safety Code sections 52075 et seq., to issue
and sell revenue bonds''for the purpose of providing financing for
the�co`nstruction and development of multifamily residential rental
housing facilities located in the city; and Meadowland Ltd., a
California partnership, has applied to the city to issue and sell
revenue bonds for the purpose of providing financing for the
acquisition of land and construction of -an approximately 114-unit
multifamily rental housing development, located at 16171
Springdale in the City; and
The city wishes to induce the developer to construct the
project, and in particular, to do so at such location; and
It is in the public interest, for the public benefit and in
furtherance of the public purposes that the city authoriz.i revenue
bonds for the development aforesaid.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Huntington Beach as follows:
- 1. The issuance and sale of bonds of the city is
authorized, pursuant to the provisions of the California Health
and Safety Code sections 52075 et seq., :n a principal amount not
to exceed t7,000,000 for the purpose of providing permanent
s
financi'ng'to the'developer, Meadowland Ltd, its successors.and
1,
assigns,, for'�the acquisi tio`n, construction and development of an.
app'i,: imately 114-unit ''multifamily, rental 'sousing development to
. 4.
-be located at -16171 `Springdale.
2. The issuance and sale 'of the bonds shall be upon such
`terms and conditions as may be mutually agreed upon by the 'city,
the.'developer and the purchaser of the bonds, and suL-ject to
completion of proceedings for the issuance, sale and delivery by
the city.
3. The issuance and sale of the bonds shall be authorized
only upon evidence satisfactory to :he City Council that the
'developer has secured an allocation for the sale of multifamily
securities as may be required by a city, county or state
allocation system as may be in effect at the time of the
authorization for the sale of the bonds.
4. The proceeds of the bonds shall include such related and
necessary issuance expenses, administrative costs, debt service
reserves and interest payments as may be required successfully to
Accomplish financing of the project.
5. The City Council hereby finds that the issuance of the
bonds is a substantial inducement to the developer to acquire,
construct and develop the project and that the project will
further the public purposes of the city.
6. The developer shall be responsible for the payment of
all costs in connection with the issuance of the bonds, including
but not limited to printing of any official statement, rating
f�
y.
agency :costs, bond -.counsel fees and expenses, undezi-writing
k discount and costs, trustee fees and expenses, and the cost of
printing the binds.
\w V \ K:.
i lV 1
This"Pa'rtnarship 'Agreement is entererl "into and
effective 'as of , 1985 'by,"WilL.iam E. Seay.
and T. Daniel Neveau, known as the Partners".
RECITALS
The Partners `desire to form a 'general partnership under
the laws o the -State of "California for the purpose and or.
the terms and conditions stated in this Agreement.
THEREFORE, the parties to this Agreement agree to
become partners and to form 'a general partnership under the
..laws of the State of California, and therefore agree as
follows:
1. NAME:
The name of the Partnership shall be "VILLAGE
'PARTNERSHIP" .
2. PLACE 0~ BUSINESS:
The Partnership's principal place of business shall
be at. 1810 14th Street, Suite 20, Santa Monica, California,
in Los Angeles County, California. The principal place of
business may be changed from time to time and other places
of business may be established by actions taken in
accordance" with the provisions of this Agreement that govern
management of'the Partnership's business and affairs.
3. TERM:
The `Partnership shall begin as of the date of this
'Agreement and shall continue until dissolved by mutual
agreement of all the partners under the provisions for
dissolution and winding up in this Agreement.
4. PURPOSE:.
Thepurposeof the Partnership are to engage in the
business"of`development and construction of multi -family
residential'housi"ng and to do all things related to,
incidental to, or in furkhe ance :of that business.
•`)i YS J .
"business -,.wi thi'n forty (40) days 'after . any ny .. s . ubsequ'dnt chiidge
before expira in 'its membership, a nd expiration of 'any
previ us ly filed stat6ment.' 'Each of the parties to this
--Agreement dppo in t s., T.:.Daniel Neveau as his Agent And
Attorney -in -Fact" solely '. to execute on his behalf any such
O.
.,fictitious,business:name statement relating to this
'Partner ship.
(b) Promptly following the commencement of the
Tartnership. and 'any subsequent change in its membership, the
..,Partners 'shall -sign, acknowledge, and verify a statement as
provided InSection 15010.5 of the California Corporations
code, 'and cause it to be recorded in each County in
California in which the Partnership owns or contemplates
owning 'real estate or any interest in real property.
6. CAPITAL:
(a). Seay and Neveau shall initially contribute to
the Partnership as capital
in the amount of One Thousand
-..Dollars ($1400) in cash. Each Partner's contribution shall
be paid in full within thirty (30) days after the date of
this Agreement.
(b) Whenever it is determined by the written
agreemdnt.ofpartners holding a majority in capital interest
of. the Partnership that is capital or is presently likely to
become insufficient for the conduct of its business, those
Partners may,by written notice to all Partners, call for
additional contributions to capital. These contributions
..shall be':payable in cash no later than the date specified in
.....,:.,the-notice,'or no sooner than ten (10) days after the notice
is given. Each Partner shall be liable to the Partnership
...Ior his share of the aggregate contributions -duly called for
under this paragraph.
(c) No Pa rtner may make any voluntary
contributions of capital to the Partnership without the
''consent of sixty -five percent (65%) or more of the Partners.
(d) 'NoPartner may, withdraw capital from the
-,.Partnership without% the consent of all the Partner.-,.
7. INTERESTON CAPITAL CONTRIBUTIONS:
.No`Partner shall"be entitled to receive any
interest 'on his capital contribution.
8. •PROFITS AND LOSSES:
The 'Partnership's profits and losses shall be
shared 'among the Partners '`as folloc; s
William 'Sexy 50%
T. Daniel Neveau 50%
9. FISCAL 'YEAR:
The fiscal year of the Partnership shall be the
calendar year.
10.ACCOUNTING:
The 'Partnership books shall be kept on the cash
basis.
11.CAPITAL ACCOUNTS:
An individual capital account shall be maintained
for each Partner, and his initial capital contribution in
cash shall �be credited to that account. No additional share
of, profits or losses shall inure to any Partner because of
changes or fluctuations in his capital account.
12.DETERMINATION OF PROFIT AND LOSS:
The Partnership's net profit or net loss for each
fiscal, year shall be determined as soon as practicable after
the close of that fiscal year in accordance with the
accounting principles employed in the preparation of the
federal income tax return filed by the Partnership for that
year, -but without any special provisions for tax-exempt or
partially tax-exempt income.
.13.PARTNERSHIP BOOKS:
Proper and complete books of account of the
Partnership business shall be' kept at the Partnership's
principal place..of business.and shall be open to inspection
by any of the Partners or their accredited representatives
'
1ith'i.n 'ninety ' (90) `days after the 'end "of "each
f iscasl 'year "of .the Partnership, 'the "Partnership shall
fur'ni Gh to each 'Partner ` an -,annual report. This report shall
_.
.consist of 'at least (a) `'copy of the Partnership's federal
`income ax "returns ' for that fiscal year, (b) supporting
=` rofit` and :loss statements (c) `a .:balance sheet showing the
P , 9
Partnership' s financial position as cif the end of that
fiscal year, and (d) an}► additional information that the
:Partners may -:require for the preparation of. their individual
federal and state income tax returns.
15.CONTROL OF.:BUSINESS:
Each Partner shall participate in the control,
'management, and. "'direction of the business of the
Partnership. In exercising this control., management and
`direction, each Partner's vote shall be in proportion to his
interest in the -Partnership's profits.
16.ACTS REQUIRING MAJORITY CONSENT:
The following acts may be done only with the
consent -of a majority in capital interest of the Partners:
(a) Borrowing money in the Partnership's name,
other than in. the ordinary course of the Partnership's
:business or to finance any part of the purchase price of the
Partnership's properties.
(b) Transferring, hypothecating, compromising, or
releasing any. Partnership claim except on payment in full.
(c) . :Selling, leasing, or hypothecating any
Partnership 'property or entering into any contract for any
such purpose, other than in the ordinary course of the
Partnership's.busmess and other than any hypothecation or
Partnership property to secure a debt resulting from any
transaction •permi.tted under (a) .
(d) Knowingly suffering or causing anything to be.
'`done '.'whereby Partnership property may be seized or attached
—or'taken in .execution, or its ownership or possession
otherwise -endangered.
y-
a,
17.'0UTSIDEACTIVITIES:
4 .r
Any Partner may be engaged `in one or more
bus i'nesse`s, 0the r::than 'the business "�of, the Partnership, `but
'only to'`.the-'cjttert that `this activity `does `not materially z:
.
"interfere with the: business of the Partnership and does not
:conflict with the �"Obligati'ons 'of. that:',Partner under: this
=
tA`greement: Neither :the Partnership nor any `other ,Partner
sh"all have 'any right to any :income or:profit :derived by a
`Partner from `any` business -'activity permitted under"this
section.
18. PARTNERS' -SALARIES:
No Partner'shall be entitled'to any salary.
19.CONTINUATMWOF PARTNERSHIP:
In'.the case of a Partner's 'death, permanent,
physical or mental disability, or voluntary withdrawal from
the 'Partnership, the Partnership shall rot'dissolve or
terminate but its business shall continue without
interruption and without any break in continuity. On the
death, disability, or withdrawl of any Partner, the others
.-:shall not liquidate or wind up the affairs of the
Partnership, except as otherwise provided in this Agreement,
but shall continue to conduct a Partnership under the terms
;of this Agreement with any successor or transferee of the
deceased or'withdrawn Partner.
20.PARTNER'S BANKRUPTCY OR INSOLVENCY:
If (a) any Partner files a voluntary petition in
'bankruptcy,:is adjudicated a bankrupt, becomes insolvent,
makes an assignment for the benefit of creditors, or applies
'foz�`or consents to the appointment of a receiver or turstee
with respect to any substantial Dart of his assets, or if
(b) as receiving or trustee is appointed or an attachment or
execution is levied with respect to any substantial part of
any `Partner's assets. and the appointment is not vacated or
the attachment or: execution is rot released within thirty
(30)`days, or if (c) a charging order is issued against any
Partner's interest in the Partnership and is not released or:
satisfied`withih thirty.(30) days, that Partner shall'thsn
''cease to be a Partner and shall have no interest in common
with the remaining Partners in the Partnership interest or
its properties. From the 'date of that event, he shall be
':considered inequity as a vendor to the Partnership or his
"
chars `of the Partnership's assets ar. a price equal to the
credit balance in his capital account at that 'date.: J.
v
`5
(3) , i3y a gift to his spouse or to his children, or
to trustee for his spouse or children or both;
(4) To a corporation if, immediately following the
transfer,. the Partner `makin`g the transfer owns at least
fifty `percent A50%) of that corporation's voting shares; or
(5). To any person after the Partner making the
transfer. has first offered the -other Partners their rights
of `first refusal in accordance with the provisions of this
Agreement'`dealing with those rifhts of first refusal.
22.RIGHT OF FIRST REFUSAL:
.If . any - Partner receives an 'offer, whether or not
soli cited'by him, from a person not then F. Partner to
.purchase all or any portion of his interest in the
°Partnership,- and if the Partner receiving the offer is
willing,to accept it, he shall give written notice of the
:amount and terms of the offer, the identity of the proposed
`transferee, -and his 'willingness to accept the offer to each
of the`other Partners. The other Partners shall have the
option, unless otherwise waived, within sixty (60) days
after that notice is given, to purchase the designated
interest or designated portion of the interest of the
Partner `giving''notice on the same terms as those contained
in the. -offer. The other Partners may exercise this option
jointly 'or individually, the Partner 'giving notice may
choose whose exercise of'the option he shall accept.
23. RIGHT TO ACQUIRE WITHDRAWING PARTNER' S INTEREST:
If 'a Partner desires to withdraw from the
Partnership, each other Partner shalt have the right to
acquire the withdrawing Partner's intent to do so, to
purchase all or a part of the withdrawing Partner's interest_.
in the Partnership on the terms set forth herein, If more
'than`'one Partner desires to purchase the interest of a
withdrawing Partner, each . such purchasing Partner may
'purchase the proportion of the withdrawing Partner's
remaining earzners sna.L.L appU.inL one dPPLai�eL 011U Lnt
appraisers shall selec•t �,a " third appraiser. The three �
appraisers shall make -a-"determination of the value of the
withdrawin7g %Partner's "interest.
The failure of either the Partnership or the
Partner whose,'interest is being appraised or his personal
representative to :appoint an appraiser within the time
allowed shall 'be deemed equivalent to appoint the appraiser
appointed by theother party. No person shall be appointed
or designated an appraiser unless qualified by education and
experience:'to -do so.
if, within thirty (30) days after the appointment
of all appraisers, a majority of the appraisers concur on
--
the value of.the interest being appraised, that appraisal
shall be binding and conclusive. If a majority of the
appraisers"do not concur within that.period, the
determination of the appraiser whose.appraisal is neither
highest nor lowest shall be binding and conclusive. The
Partnership and the Partner whose interest is to be
'appraised, or his estate or successors, shall share the
appraisal expenses equally.
24. DISSOLUTION:
On. any dissolution of the Partnership under this
Agreement.or applicable law, except as otherwise provided in
this Agreement, the continuing operation of the
Partnership's `business shall be confined to those activities.
reasonably necessary to wind up the Partnership's affairs,
'discharge its `obli"gations, and preserve and distribute its
assets. Promptly on dissolution, a notice of dissolution
shall 'be published under section 15035.5 of the California
Corporations Code or"any.equivalent successor statute then
applicable.
t
..7f
_ .. L.i1G CA1/tVWi1 L. C11.1.rCC�.l.7 L.11G 4i�J�JJ..YL.GlNJ.0 J.11.7U4Li11%.C. % �Zi J. J-L;.µ 1./Y .4/1C .
Partnership.
( b) This 'Agreement may. be' ' amended 'a t any time and
from* time' to `time, but ,any amendment must be in writing and
signed''by -each. person who is then -a Partner.
(c) Any written 'notice to any of the Partners
required or 'permitted under this Agreement shall be deemed
to have been duly: `given on the date of service or Served
personally. on the -.party to whom notice is to be given, or on
the second 'day after mailing if mailed to the party to whom
notice is to a 'given, by f irst class or air mail, postage
:prepaid, and addressed to" the addressee at the address
stated opposite hits name below, or at the most recent
address, specified by written notice, given to the sender by
the 'addressee under this provision. Notices to the
Partnership shall be similarly given, and addressed to it at
Its :`principal place of business.
- (d) The parties may execute this Agreement in two
or,more counterparts, which shall, in the aggregate, be
`signed ;by all Lthe parties; each counterpart shall be deemed
an original instrument as against any party who has signed
it.
(e) This Agreement is executed and intended to be
performed in the State of California, and the laws of that
state shall govern its interpretation and effect.
(f) This Agreement shall be binding on and inure
to the lbenefA.t of the respective successors, assigns, and
personal representatives of the parties, except to the
extent of :any contrary provision in this Agreement.
(g) If any term, provision, covenant, or condition
of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the rest
of the Agreement shall remain in full force and effect and
shall in no way:` be affected, impaired, or invalidated.
(h) This instrument contains the entire Agreement.
of the parties 'relating to the rights granted and
obligations assumed:in this instrument. Any o.:al
representations or modifications concerning this instrument
shall 'be' of no force �or effect unless contained in a