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AE REALTY PARTNERS .- \ ~ > t.- ,:ic j :~' :"".,. '1 }- , ,~"....~- ", C:> _';1 ~'.~:. ~""I C~. c:: . "'~ '" ; i;i ~ ~.:,;I ,,.' -_J .-::tC;,.) ." ~ ~,," .::e:: 00lIilU~ 01 Ul -- --. ~ :a: ~, --:), ~ ~~~t' 1St :?()_ 2 Sur 5'0: Int rJ a.J,- lr" ., h I ~. .,' i~~- ".1 t;~.~! "', !',--" , : ',,",':l",.. :i" d J ,L'~'~ !b~I_~ I I, J ,j"\,,~,~IIlD,,, ',"",! :" 7,.~,~..-...."', Il.l. ',!,il'~,'3 ;~,",'~.r,~ ~,,',~,' . \:t~~'li !, \." ...,~ i/J : LL '~,.~~;;~~...i;(..'/ / I (^ >, ~_".,.,'l.~.,' : I .J!% ,~._"~~ i <I:': ,'" , IUJI- ~ ~ .' Z:. I Z t":;F. ~ : ~ :<(:=, ~ 1111 .,1 ILu ..: iii::; , ;'Oll. lI.;,~. i(J]a ~""Hlii' Z I I L S Z ,1lNr J ;.; ri.l,. ~ ~; '~._._..LO-. ~ l-'-O: L.O ~a:: d :?::~ ~..I C) 5 (J) -~~, ~/-_. ? As->;! Js.~r~ l(__~1 ~' i'~~\~-: II~ '~h'C';!:)) ~~, ~ , ":'i!:i!} ~5 -' ~ Z 0 v € € }.llinOJ S '1ll:mj d 78087506 I O,R)}. 705 nGE 21 85 EASEMENT FOR AND IN CONSIDERA TION of the sum of One Dollar ($1. 00) cash in hand paid to it, the receipt of which is hereby acknowledged, and the benefits to be derived therefrom, AEREALTY PARTNERS, a California generaLp~rtnership, (Grantor) does hereby grant and convey to the CITY OF CLEAR WATER, FLORIDA, a municipal corporation, an easement over, under and a5ro_ss_ the following described land, lying and being situate in the County of II>~elil.l:I804tQl~ l!ItfO I. Florida, to wit: ~ I 42 A sidewalk easement lying 10 feet each side of the following described line, to wit: Start at the South 1 14 corner of Section 8, Township 29 South, Range 16 East, and run N 01026'35" E, 50i: feet along the North:.. South centerline of said Section to the North right-of-way line of Drew Street, said point of intersection being the SW propery corner of the Eisenhower School property; thence run N 01026'35" E, 1290.26 feet along aforesaid North-South centerline of said Section 8, to the Northwest corner of Eisenhower School property; thence run S 89035'58" E, 30.0 feet along the North line of said Eisenhower School property for the P. o. B. ; thence run N 04005124" W, 862.44 feet to the South right-of-way line of Fairwood Avenue and the Point of Ending. Construction in such easement and all maintenance thereof shall be the sole responsibility of the City of Clearwater and all costs relating thereto shall be borne by the City of Clearwater. The City of Clearwater by this agreement also agrees to hold Grantor, its successors and assigns, harmless and fully indemnify it for any claims, demands, expenses or costs which may arise by reason of the construction, maintenance, use and existence of the easement and the improvements thereon. This obligation shall only commence at such time as the City of Clearwater commences construction of a sidewalk across the easement area described herein and will cease when the alternate access along the existing streets is provided at such time as the (~ land is platted. ~. ~~~. <' ~' I~ t } This easement will terminate when this tract of land is platted and alternate access along then existing approved streets is provided between Fairwood Avenue and Eisenhower Elementary School. The CITY OF CLEARWATER, FLORIDA, shall have the right to ~" enter upon the above-described premises and to construct, install and main1{a;in thereon any sidewalk and to inspect and alter such sidewalk from time to tir:rf~. -:INW"1TN'l!;SS-WHEREOF, the party hereto has caused these presents to be duly executed by its proper officers thereunto authorized and its seal to be hereunto affixed this 5th day of .. April , A. D. 1978. Signed, sealed and delivered in the presence of: ~, ofof:xj ( hi;=, AE /R,IEAL'7i /~A:RTNEI}S ,/'" ",'. BJZ7E~~~~/~~~tlve Vice President .', j 07JN78 .30 OS .55 ST .85 CA o ~,"- r-," ~<:~ no @' H"~, ~ C) ,'-l- ~ 0;" > ~:: ~ ~. r~~ 'C"i"- -*:.( ") (J') <j d ..I-l P:J c-t- Jo:rj (il" )-~ t-~ ~ 0.... 0' tt ""d... (,1 0.. . '0 ~ 0 ;;; C\? . ":l C\? li:I p, (:n 0, h, ...... X f> (" .00 ~ il ;:l, --1 C) ~ ..., "'~ c;; t~ ..j (,) "<I ...,.,., '~ ~ ., .... "~C I') ~ I"Z \,1 ~ 'j .., :~O, , ~- '\ "J. jlf 0 LI6 _.- 3:> 4 4 4 4 ... ,f' .. . . o,R.I~ 7 0 5 PAGE 2186 S TATE OF CALIFORNIA COUNTY OF ORANGE Before me, the undersigned authority, this day personally appeared JOHN E. SOMMERHALDER and GERALD N. GOLDBERG to me well known and known to me to be the indi~~~ls des cribed in and who executed the foregoing instrument as Executi vel Pres ident and Assistant Secretary respectively, of thepartnership named in tbe foregoing instrument, and they severally acknowledged to and before me that they executed said instrument on behalf of and in the name of saidpartnership as such officers; that the seal affixed to said instrument is the seal of said partnership and that it was affixed thereto by due and regular . authority; that they are duly authorized by saidpartnership to execute said instrument and tbat said instrument is the free act and deed of said P?lrtnership. IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal this 5th day of April , A. D. 19 78 . ~ My Commission Expires: .............~+~.....~.......~ : OFFICIAL SEAL : :~. DONN/\ L, LAGOS : . NOJAii'Y P:)BL/C . CALIFORNIA. : l':m;CIPAL OFFiCE IN : : ORMIG.o COUNTY : . My Com..,is3io:1 EXDircs Oct. 18, 1981 . ..........o.............~..... October 18, 1981 ..4 - ~, F AI RWfOD AVE. Poinl of Ending South R/W Line ~;. l N .. ~ ~ t\i ~ (Q Proposed Sidewalk Easement 10' 10' Poinl ,of B.eginning 5 89035'58" E oy ~O v C? - CQ ILl N -It) 0 It) en CQ ~ N o o z ~ '" ~ ~ ~O q ~ 0 ~ q~ ,C? ~ ~ ~~ North R/W Line? DREW .0 It) ST. South 1/4 corner~ See, 8 - Twp.29 S . RIlQ, 16 E C:IT~ ('or r r-!\'GI~"EC'DI~'r ,t::.'C .', '-1\ t\ ,. C L ~ A F. I:"~ 4 T :.. :, F LOR r C l :~ DEPART H ENT 'SIDE w ALK=-~EAS E-MENT '- - ~~.--=~~_=~~ -: 'FAIRWOOD AVE. - EJSENHOWER SCHOOL ~---,. ,------, ------- .'-----------..-- '--- ----- t': ~~-.; ~"~ 'M.'" J G --(, :, , : ~, -M::'G'-e'='::. "-,- ~, N.-J-'S-_o, -=-" '-- . .oo J . .. . I .. . fo---- __________._~__ i _ l ~. .... ~ , ! . J'~ . i '\' i., .' , ,i .~, I ; /' d '" I \lrlT N.T.S. , I I ~~',' - --,---- F:LJ"18 j'" I :','A\H'i" F;'ifr..- I A f I' f- \ t - r .' l ::.~ ' ( (. ( ,r. , I INITIAL DELEGATION OF AUTHORITY TO CHIEF EXECUTIVE OFFICER Until otherwise determined by the Board of Managers of AE Realty Partners, a partnership ("Partnership"), there is hereby delegated to the Chief Executive Officer (whose title is President, AE Realty Partners) general authority and responsibility for the management and control of all assets and property, both real and personal, of the Partnership and the conduct of the business of the Partnership with respect thereto. The Chief Executive Officer shall have full and complete authority to (i) appoint additional officers of the Partnership by written instruments filed with the Secretary of the Partnership, (ii) negotiate, sign and perform all agreements, deeds, contracts, leases and other arrangements, includ- ing contracts for the sale or purchase of services and of real and personal property and (iii) do all other things reasonably necessary or appropriate to accomplish the business and purposes of the Part- nership, all subject to: (a) Such rules, regulations, changes and limitations as may be prescribed from time to time by the Board of Managers; (b) Approval of each lease, contract and other legal document by counsel if such lease, contract or other legal document involves an amount in excess of $50,000; and (c) His obtaining the express approval of the Board of Manag- ers for any of the following: (i) The sale or other disposition of all or any portion of the assets, properties or rights of the Partnership in one or more related transactions or the purchase of property either real or personal if the total original cost or then current market valu- ation, or the purchase price, of such assets, property or rights exceeds $15 million, or the substantial modification of any contract or series of related contracts providing for such a purchase, sale , or other disposition; provided that express approval of the Board of Managers shall not be required with respect to the grant or dedication of any easement or right of way to any public body or utility; (ii) The incurrence of any indebtedness of the Partner- ship (or any related series of indebtedness) unless (A) recourse on such indebtedness is limited to the assets of the Partnership and the aggregate amount of such indebtedness does not exceed $5 million, or (B) such indebtedness is secured by an arrangement permitted pursuant to subsection (iv) below, or (C) the aggregate amount of such indebtedness does not exceed $150,000 if recourse on such indebtedness may be had against any of the partners of the Partnership; l, "- ~ ~ ( (' ( " I I (iii) The execution of any modifications of any indebted- ness of the Partnership (or any related series of indebtedness), provided that the Chief Executive Officer may execute any such modification,if the indebtedness (or related series of indebtedness), modified as proposed, could have been incurred without approval of the Board of Managers pursuant to subsection (ii) above; (iv) The execution of any mortgage, pledge, material encumbrance or other hypothecation or security agreement affect- ing specified assets of the Partnership, other than the execution or instruments evidencing security arrangements in which recourse is limited to such specified assets of the Partnership and where the aggregate book value or fair market value (whichever is higher) of such specified assets does not exceed $15 million; (v) The execution or making of any contract, agreement or undertaking by which the Partnership or any partner is subjected to possible claims or liabilities which are not expressly limited to the assets of the Partnership or to the interest of such partner therein, except the making of contracts, agreements or undertakings, under which the liabilities of the Partnership do not exceed the aggregate of $150,009 in a transaction in the ordinary course of the business of the Partnership; (vi) Changing in a substantial way the accounting prin- ciples or procedures employed in keeping the books of account or in preparing financial statements of the Partnership; (vii) Entering into any contract or agreement that gives to any person other than an employee of the Partnership a right to any amount based on a percentage of the gross income or profits of all or any part of the Partnership's business, other than cus- tomary commission arrangements; (viii) Entering into any contract or arrangement for con- sulting or professional services involving a total contract price reasonably estimated to exceed $1,000,000; (ix) Entering into any contract or series of related contracts for the construction of any building or buildings or improvement or improvements on the property of the Partnership, the aggregate contract price or aggregate estimated cost of which is more than $5,000,000, or the execution of any change order with respect to any such contract or the execution of any change order increasing any other construction contract price or estimated cost by more than $1,500,000; (x) Entering into or substantially modifying or can- celing leases or subleases with respect to any property of the Partnership, the remaining term of which is in excess of 10 years and which provide for a minimum annual rental of more than $500,000; -2- . ~ I I (- (xi) Employing any person or entering into a contract for the services of any person if the term of such contract or employment exceeds or is to exceed three years. The Board of Managers shall from time to time furnish the Chief Executive Officer such documents or instruments evidencing his autho- rity as may be required to assure third parties with respect thereto. Any of the foregoing powers may be redelegated by the Chief Executive Officer provided the Chief Executive Officer shall remain responsible to the Board of Managers for the exercise of such powers. Dated May 26, 1977 ( c_ -3- 1J ~..~.;! I I AE REALTY PARTNERS certificate Regarding Delegation of Authority I, GERALD N. GOLDBERG, hereby certify that I am a member in good standing of the Bar of the State of Californiai that I am the duly elected, qualified and acting Assistant Secretary of AE REALTY PARTNERS, A California general partnershipi and, also, I am familiar with the partnership agreement and all reso- lutionsi and I do certify that attached hereto is a true and correct copy of a Delegation of Authority executed pursuant to Board resolution and state that in my opinion said Delegation is 'valid, proper and fully authorized by said resolution, which resolution has not been altered, modified or rescinded since the date of passage and remains in full force and effect. '~ IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of April , 1978. / ./ STATE OF CALIFORNIA SS. COUNTY OF ORANGE On this 5th day of April, 1978 before the undersigned Notary Public, personally appeared GERALD N. GOLDBERG, known to me to be the person whose name is subscribed to the foregoing certificate and ack- nowledoed to me that he executed the same. ~, ~ ........oI,.............~............'. ".,,, ~"'. : OFFICIAL SEAL . . 0 DONNA L. LAGOS : Notary b ic . . NOTARY P~J3L1C . CI\llFORNIA : : PRi~K;F,\L Off!<:F. IN . . (,R"~~:-;r!-OU:-!l(: : My Commission E.<pir:s O..:t. 18, 1981 ..: ........9~~..+...~....~...+~.. ;., ~ _ _ f ( ( ( ,*' . I ... ,~,-'" I 1 INFORMAL ACTION THE BOARD OF MANAGERS OF AE REALTY PARTNERS The undersigned, constituting all of the Managers of AE REALTY PARTNERS, a California limited partnership, hereby waive the holding of a meeting and by unanimous consent adopt the following resolutions: RESOLVED: That John M. Galvin is hereby appointed the Chief Executive Officer of the Partnership to serve at the pleasure of the Board of Manag- ersj that he shall use the title of President, AE Realty Partnersj and that he shall have the authority and responsibility set forth in the Initial Delegation of Authority of even date herewith, a copy of which is ordered to be filed with the Secretary of the Partner- ship and maintained in the minute books of the Partnership. RESOLVED: That each of the following individuals is hereby appointed to the office of the Partner- ship set forth opposite his name to serve at the pleasure of the Board of Managers; that each of said individuals may, in conjunction with his title, (i) use the designation "Pon- de rosa Homes" if he is doing business on behalf of the Ponderosa Homes Division of the Partner- ship, and (ii) use the designation "Etna Diver- sified Properties" if he is doing business on behalf of the Etna Diversified Properties Divisionj and that none of said individuals shall be required to (but may) use the name of the Partnership in conjunction with their ti tle: Roy E. Hughes Executive Vice President & Treasurer John E. Somrnerhalder Executive Vice President Michael L. Toohey Executive Vice President Roger G. Galloway Vice President, Secretary & General Counsel , . .~ ~>'" .? I I Roger E. Gabriel Vice President, Admin- istration ( Kalman Rowen Vice President, Special Projects Don Maddock Vice President, Special Projects James L. Huesman Vice President & Assis- tant Secretary Charles G. Carter Controller John D. Spaugh Vice President, Western Real Estate Marketing James C. Braithwaite Vice President, Eastern Real Estate Marketing Donald L. Faull Vice President & General Manager, Ponderosa Homes E. John Garcia Vice President & General Manager, Ponderosa Homes Kenneth L. Riding Vice President & General Manager, Ponderosa Homes ( William H. McFarland Vice President & General Manager, Ponderosa Homes Thomas M. Hein Assistant Treasurer W. Bradford Wheatley Assistant Treasurer Stephen B. Middlebrook Assistant Secretary & Counsel Philip Auerbach Assistant Secretary Gerald N. Goldberg Assistant Secretary Edward G. Roach Assistant Secretary George S. Roncaioli Assistant Secretary RESOLVED: That Michael J. Toohey may use the title of President, Ponderosa Homes, when he is doing business on behalf of the Ponderosa Homes Division of the Partnership. ( RESOLVED: That John E. Sommerhalder may use the title of President, ~na Diversified Properties, when he is doing business on behalf of the ~na Diversified Properties Division of the Partnership. , . ' .:J ;.' ~IP ( ( ( I I RESOLVED: That James L. Huesman may use the title of .Vice President, Finance and Controls, fttna Diversified Properties when he is doing busi- ness on behalf of the Etna Diversified Prop- erties Division of the Partnership. RESOLVED: That each of the officers of the Partnership shall have only such power and authority as may be granted to him from time to time by votes or resolutions of this Board or in writ- ten delegations executed by the President of the Partnership or by any Executive Vice Presi- dent of the Partnership and filed with the Secretary of the Partnership, provided that an Executive Vice President may not grant any authority to another Executive Vice President. Dated: V.a.y 26 , 1977 r-;.2 .,( f_~~ Lf7 Roy E.t:H ghes " w. ~/~)J Edwin L. Kerr ,d :.,./-'" I I AE REALTY PARTNERS Certificate Regarding Partnership Agreement I, GERALD N. GOLDBERG, hereby certify that I am a member ln good standing of the Bar of the State of California; that I am the duly elected, qualified and acting Assistant Secretary of AE REALTY PARTNERS, A California general partnership; and, also, I am familiar with the partnership agreement and I do certify that attached hereto is a true and correct copy of the Amended and Restated Partnership Agreement and state that in my opinion said agreement is valid, proper and fully authorized and, which agreement has not been altered, modified or rescinded since the date of execution and remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and se21 this 5th day of , 1978. April STATE OF CALIFORNIA SS. COUNTY OF ORANGE On this 5th day of April before the undersigned Notary Public, personally appeared GERALD N. GOLDBERG, known to me to be the person whose name is subscribed to the foregoing certificate a acknowledged to me that he executed the same. ~ .,............................. Notary Pu lic . OFFICIAL SEAL . : ~ DONNA L.LAGOS : : " NOTARY PUBLIC - CALIFORNIA: . -' PRINCIPAL OFFICE IN . : ' . ORANGE COUNTY : : My Commission Expires Oct, 18, 1981..: ........................... \ ,i ~ ~. . "' . I 1 AE REALTY PARTNERS .: AMENDED AL~D RESTATED PARTNERSHIP AGREEHENT made as of this 22nd day of July, 1977 by and between Aetna Life Insurance Company ("Aetna"), a Connecticut corporation with its principal place of business at 151 Farmington Avenue, Hartford, Connecticut 06156 and AE Development Group, In~. ("Development"), a Connecticut corporation with its principa.l place of business at 151 Farmington Avenue, Hartford, Con- necticut 06156. Aetna ana Development, and their permitted successors and assigns, are hereinafter sometimes collectively referred to as the "Partners." Immediately prior to the execution of this Agreement the Partners were the general partners in AE Realty Partners, a limited partnership (the "Partnership"), whose sole limited partner "..as Albert F. Collings ("Collings"), pursuant to a Limited Partnership Agreement dated April 6, 1977 (the "Partnership Agreement"). Simultaneously herewith, Collings has assigned all of his interest as a limited partner in the partn~rship to JI.etna, and the Partners now desire to continue the Partnership as a general partnership and to amend and restate the Partnership Agreement as hereinafter set forth. 1. Continuation of Partnership. 1.1 Continuation. The Partners hereby continue 2 . ~ ~ ~ " , . I I the Partnership as a general partnership effective on such date as the amended certificate of Partnership is recorded ~ pursuant to Section 1~5 hereof in the office of the County Recorder of Orange County, California (the "Effective Date") . Aetna and Development shall be the sole General Partners of the Partnership and have contributed to the capital of the Partnership the amounts of cash and other property set forth opposite their respective names on Exhibit A hereto. The Partners have not agreed to make any additional contributions to the capital of the Partnership. 1.2 Partnership Name. The name of the Partner- ship shall be AE Realty Partners.. 1.3 Purpose of Partnership. The Partnership may (i) engage in the real estate business generally and, in connection therewith, may acquire, own, operate, manage, finance, develop, subdivide, sell and otherwise turn to ac- count real property, rights and interes~therein and related properties and businesses transferred to the Partnership by or on behalf of the Partners or subsequently acquired by the Partn~rship, (ii) carryon any other lawful business whatsoever (whether or not in connection with the foregoing) which is calculated to promote, directly or indirectly, the : to '$' ~ I I interest of the Partnership or to enhance the value of its properties, (iii) have and exercise any and all of the powers ~and privileges which are now or may hereafter be conferred by the laws of the State of California upon partnerships formed under the laws pursuant to and under which this Part- nership is formed (as such laws are now in effect or may at any time here~fter be amended or supplemented), and (iv) do any and all things hereinabove set forth to the same extent as natural persons might or could lawfully do. The foregoing clauses shall be construed both as objects and purposes and as powers and it is hereby expressly provided that the foregoing enumeration of specific objects and purposes shall not be held in any manner to limit or restrict the powers of this Pa~tnership. . 1.4 Offices of the Partnership. The principal offices of the Partnership shall be at 2082 Business Center Drive, Irv.ine,' C5.1'i.:Zornia , or at such other place as ,the Board' of Managers established pursuant to Section 6 below may determine in accordance with the provisions of this Partnership Agreement. 1.5 Statement of Partnership and Certificate of Fictitious Name, Etc. Statements as to this Partnership, in proper form, properly signed, acknowledged and verified by the Partners, shall be recorded in accordance with the Uniform 4 ~ I I 2. Term; Termination. 2.1 Term. The Partnership shall continue frpm the Effective Date until dissolved pursuant to the terms hereof. 2.2 Withdrawal; Dissolution. 2.2.1 Any Partner may withdraw from the Partnership by giving written notice of such withdrawal to the other Partner. 2.2.2 The withdrawal, adjudication as a bankrupt or dissolution of any Partner shall dissolve the Partnership. '.' 5 I I 2.2.3 The Partnership may be dissolved at any time upon the unanimous consent of all of the then .: Partners in the Partnership. 2.2.4 If the Partnership shall be dis- solved for any reason, the Board of Managers shall continue to exercise the powers vested in it by this Partnership Agreement and continue to operate in the normal course to the extent appropriate for the pu~pose of winding-up the business of the Partnership in an orderly manner and distributing the net assets of the Partnership to the Partners in accordance with their respective interests in the Partnership, but the Partnership shall engage in no other activities or projects .' during the period of such winding-up. 3. Capital Account. 3.1 Statement of Capital Accounts. As of the date of this Agreement, the c.::pital accounts of the Partners are in the following proportions: Percent 3.1.1 Aetna. 80.00% 3.1.2 Development. 20.00% 100.00% 3.2 Additional Equity Contributions. Except as provided in Section lS018(a) of the Uniform Partnership Act, no Partner shall be obligated to contribute additional cash or other properties to the Partnership without its, prior 6 I I consent. All additional equity contributions by the Partners to the Partnership shall, unless otherwise agreed to by all .: Partners at the time, be made in:such an amount as to per- petuate the then existing relative interests of the Partners . in the Capital Account of the Partnership. If agreed to by all the Partners at the time, additional equity contributions by the Partners to. the Partnership may be made in amounts not proportionate to the then existing relative interests of the Partners in the Capital Account'of the Partnership, in which event the Capital Account will be adjusted appropriately to reflect such disproportionate contributions. 3.3 Withdrawal of Capital Contributions. Capital contributions shall not be withdrawn except by unanimous agreement of the Partners, or upon dissolution. .4. Profits and Losses and Capital Distributions; Limitations of Liabilities. 4.1 Distributions to Partners. The net income of the Partnership or the loss of the Partnership shall be credited or charged, as the case may be, to the capital accounts of the Partners in their respective percentage interests therein. Any positive balances in the capital accounts may be distributed to Partners as determined by the Board of Managers. 4.2 Limitation of Liabilities. No Partner shall be liable to third persons for Partnership losses, deficits, liabilities or obligations beyond the interests of 7 . I I sucL Partner in the Partnership except as specifically otherwise provided herein or expressly agreed to in writing by such Partner. Unless approved by a unanimous vote of all Partners, acting through their Managers in each instance, the Partnership shall not enter into any contract, lease, sublease, note, deed of trust or other obligation involving liability to the Partnership in excess of $50,000 unless there is contained therein a provision limiting the claims of all third persons to the assets of the Partnership and expressly waiving any rights of such third persons to proceed against the Partners except to the extent of their interests in the Partnership, said provision to be substantially in the form of Exhibit B hereto or in such other forms as the Board of Managers may approve from time to time. 5. Accounting and Bank Accounts. 5.1 Fiscal Year. The fiscal year of the Partner- ship shall be the calendar year. 5.2 Books of Account. Books of account for the Partnership shall at all times be kept and maintained at such place as the Board of Managers shall determine. The books of account shall be maintained on an accrual basis and the deter- mination of profit and loss shall be made pursuant to accounting policJes adopted by the Board of Managers, which policies shall be co~sistent with generally accepted 3ccounting principles. The books of account of the Partne~ship shall be audited by Peat, Marwick, Mitchell & Co., or such 'other; firm of auditors as may be eng~ged by the Partnership pursuant to determination of the Board of Managers. 8 I I. 5.3 Financial Statements. There shall be pre- pared a profit and loss statement for each year and a balance sheet as of the end of each year (the "Financial Statements"), prepared by or on beh~lf of the Partners and certified by Peat, Ban-lick, Hi tchell & Co., or such other firm of in- dependent Certified Public Accountants as may be determined by the Board of Managers, which firm shall prepare a report thereon. Each Purtner shall be e~~itled to receive, within 90 days after the close of each such year, such Financial Statements, including the accountants' report thereon, if any. 5.4 Right of Inspection. Each Partner shall have the right at all reasonable times during usual business hours to examine and make caples of the books of account of the Partnership. Such right may be exercised th~ough any agent or employee of such Partner designated by it or by an independent certified public accountant designate9 by such Partner. Each Partner shall bear all expenses incurred in any examination for such Partner's account. 5.5 Bank Accounts. Funds of the Partnership shall be deposited in such bank or banks as shall be designated by the Chief Executive Officer or Treasurer. Checks and withdrawals from bank 'accounts shall be ~ade pursuant to authorization of the Board of Managers. 6. Management of the Pattnership. The business of the Partnership shall be managed by a Board of Managers pursuant to the provisions of this 9 . I I .: Partnership Agreement. Except as otherwise expressly provided for herein, the Board of Managers shall have exclusive authority and full discretion with respect to the management of the business of the Partnership. 6.1 Definitions. 6.1.1 The term "ManQger" shall mean any individual appointed by a General Portner to act for it in accordance with the terms of this Partnership _:n.greement, and the te:rm "Managers" shall mean any two or more individuals so appointed. 6.1.2 The term "Board of J.1anagers" shall mean the governing board of this Partnership pursuant to the provisions of this section 6, consisting of the Managers. 6.1.3 The "Chief Executive Officer" shall mean the individual selected by the Board of Managers to execute and supervise the administration of the business of the Partnership and to carry out the policies and other decisions of the Board of Managers, all as more specifically provided in-this Section 6. 6.2 Appointment and Removal of Managers. The Board of Managers shall be composed of five persons or such other number as may be determined from time to time by the unanimous consent of the Partners. until otherwise so determined, Aetna shall appoint four Managers and Development shall appoint one Manager. ".,. '--.. I I 10 ~ Each Partner shall designate the individuals to serve as its Managers by written notice to the other Partner and to the Secretary of ' the Partnership. Any Partner may at any time, by written notice to the other PartneD~aDd to the Secretary of the Partnership, remove any or all of its Managers, with-or without cause, and appoint substitute ~1an~gers to serve ln their stead. Each Manager may designate Qn alternate Manager to act in his stead from time to time at a particular meeting or at any meeting from which he shall be absent. Said alternate Manager shall not have power to appoint another to act in his stead. Such designa~ion shall be revocable at any time by the Manager or the Partner, but shall survive the death or resignation of the Manager until appointment of a substitute Manager. The removal of a Manager or of an alternate shall not invalidate any act of such person taken prior to his removal. 6.3 General Provisions. 6.3.1 Each Manager shall have one vote in all matters presented to the Board of Managers for decision or approval. 6.3.2 Two Managers shall be necessary to constitute a quorum for the transaction of business, and the affirmative votes of a majority of the Managers present shall be required for any act or decision of the Board of Managers. ~ . ' 11 I I 6.3.3 No notice shall be required with resp~ct to any meeting of the Board of Managers. 6.3.4 Any action required or permitted to be taken by the Board of Managers may be taken without a meeting if two or more of the Managers consent in writing to such action. 6.3.5 Meetings of the Board of Managers may be held at any place agreed to by two or more Managers and meetings may be held by telephone, teleconference, videoconference or other electronic means of comm~nication. 6.4 Powers. Subject to the limitations imposed in this Partnership Agreement, all powers of management and 'control of the Partnership (excluding the power to amend this Partnership Agreement or terminate the Partnership) shall be exercised by and under the authority of the Board of 11anagers. Without limiting the generality of the foregoing, the Board of Managers shall have the following powers: 6.4.1 To select and remove officers, agents and employees of the Partnership, including the Chief Executive Officer, and to prescribe powers and duties for, and delegate powers and duties to such officers, agents and employees and fix their compensation and require any security for faithful service. 6.4.2 To make rules and regulatior.s '01 the conduct, management and control of the affaire =.J~ business of 12 " . , -, I I the Partnership, not inconsistent with law or with the provi- sions of this Partnership Agreement. 6.4.3 To borrow money and incur indebtedness .: for the purpose of the partnershlj and to cause to be executed and delivered therefor, in the Partnership name, promissory notes, deeds of trust, mortgages, pledges, security agreements, and other evidences of indebtedness and securities therefor. 6~4.4 To buy, lease or sublease from .others, or otherwise acquire, assets, properties (real and personal) and rights of any kind, to sell, convey, transfer, lease or subleas~ to others, or otherwise dispose of," all or any portion 'of the ~sset~, rights and properties (real and personal) of the Partnership, and to execute and deliver in the Partnership name any ~nd all instruments necessary to effectuate such transactions. 6.5 Officers. The officers of the Partnership shall be a Chief Executive Officer, who may be known as the President, a Secretary and a Treasurer., The "Board of Managers may create such other offices and appoint such other officers, including one or more Vice presidents and a Controller, as the business of the Partnership may from time to time require. Subordinate emplvy~es may be ap~ointed by the Chief Executive Officer as the business of the Partnership may require. Each officer of the Partnership shall have.such power and authority as may be 13 . I I delegated to him (A) by the Board of Managers from time to time in written resolutions, and (B) by the Chief Executive Officer from time to time in written delegations (but only to the extent that the Chief Executive Officer is given the power and authority .: to so delegate to o~her officers of the Partnership), in each case subject to any lilnitations set forth in such resolutions and delegations, which shall be filed with the Secretary of the Partnership and with any public officials as the Board of Managers may direct from time to time. 7. Assignability. The interest of either Partner may be volun- tarily assigned or tran~ferred. 8. Miscellaneous. 8.1 Notices. Any notice or communication required hereunder shall be in writing and either delivered personally to an officer of the addressee (or to "the addressee if he is a natural person) or mailed via certified mail (air mail if appro- priate), postage prepaid, and shall be deemed to be given when so delive~ed personally or, if mailed, 72 hours after the time . of mailing, to the address of such Partner set forth in the pre- amble ~f this Partnership Agreement, or to such other address as such Partner may have designated by notice given hereunder. 8.2 Entire Aqreement. This Partnership Agreement is the entire agreement among the Partners with respect to the subject matter hereof, and this Partnership Agreement may not be amended, modified or terminated except by written instrument signed by all of the Partners. .'" . . '. 'I """IIIIl 14 I 8.3 Counterparts. This Partnership Agreement may 'be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute .one and the same instrument. .: 8.4 . Further Assurances. Each of the Partners hereby agrees to execute and deliver all such other and addi- tional instruments and documents and to do such other acts and things as may be necessary more fully to effectuate this Partner- "Agreement~ sh~p, carryon the Partnership business and effectuate this 8.5 Applicable Law. This Partnership Agreement ~hall be governed by and interpreted in ac~ordance with the laws of California ~s applied to transactions taking place entirely within that State. "Uniform Partnership l\ct" as used herein shall mean such Act as it is in force in California from time to time. IN \'HTNESS \'mEREOF, the Partners have caused this Partnership Agreement to be executed by their respective duly authorized officers the day and year first above written. Attest: - ,t,' Attest: ~ f;l~~.4oaCh . Assistant Secretary AETNA LIFE INSURANCE CONPANY, 'General Partner . ~5L ...,. .~ By JO~}t~ Galvin, Senior Vice President AE DEVE~ PMENT GROUP, INC., Gen~1.. Partner By. /A-r :/ //::7c~/~ ~ogeT G. G~lloway, Vice PY~sidcnt ~ / -41, . .: '1 C^PITAL CONTRIBUTIONS . PARTNER Aetna Life Insurance Cospany AE Development Group, Inc. I EXHIBIT A CONTRIBUTION $840 $210 , ,.". ~ ..' . ~ I I EXHIBIT B Provisions With Respect to Limitations of Liabilities Notwithstanding anything to the contrary set forth herein, it is hereby agreed, with respect to any and all claims against and liability of the Partnership hereunder, that: (a) The sole and exclus~ve remedy shall be against the Partnership (not the Partners) and its partnership assets; (b) No Partner shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the Partnership) ; (c) No service of process shall be made against any Partr.er(except as may be necessary to secure jurisdiction of the Partnership); (d) No Partner shall be required to answer or otherwise plead to any service of process; (e) No judgment shall be taken against any Partner; tf) Any judgment taken against any Partner may be vacated and set aside at any time nunc pro tunc; (g) No writ of execution will ever be levied against the assets of any Partner; and (h) The covenants and agreements contained in this , . , . ,Section are enforceable both by the Partnership and also by any Partner. ,'\ I I 11' AE REALTY PARTNERS certificate Regarding Delegation of Authority I, GERALD N. GOLDBERG, hereby certify that I am a member in good standing of the Bar of the State of Californiai that I am the duly elected, qualified and acting Assistant Secretary of AE REALTY PARTNERS, A California general partnershipi and, also, I am familiar with the partnership agreement and all reso- lutionsi and I do certify that attached hereto is a true and correct copy of a Delegation of Authority executed pursuant to Board resolution and state that in my opinion said Delegation is -valid, proper and fully authorized by said resolution, which resolution has not been altered, modified or rescinded since the date of passage and remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of April , 1978. STATE OF CALIFORNIA SSe COUNTY OF ORANGE On this 5th day of April, 1978 before the undersigned Notary Public, personally appeared GERALD N. GOLDBERG, known to me to be the person whose name is subscribed to the foregoing certificate and ack- nowledged to me that he executed the same. 1\ ~~. .".~.........."..v....."'"","'''''''''''''''''';''''. ~~ : OFFICIAL SEAL . . . . '~;" DONNA L. LAGOS : Notary D lC : -,,; . NOTARY PUBLIC. 'CALlFORNIA · . . . . .. PRINCIPAL OFFICE IN ~ . ,.' Or<.'\NGE COUNT ( : : My Commission Expires Oct. 18. 1981 · ..........+................... . ;..'f', '. ;.; I AE 1 Ii REAL TV PARTNERS THE ORDWAY BUILDING KAISER CENTER OAKLAND, CA 94666 John E. Sommerhalder Subject: Delegation of Authority Pursuant to the Initial Delegation of Autho~ity to the undersigned by the Board of Managers of AE Realty Partners (lithe Partinership") dated May 26, 1977, I hereby delegate to you the following power and authority subject only to the li~itations set forth hereinafter: :. 1 - To enter into and execute contracts, deposit receipts, escrow instructions and deed for the sale of real estate in amounts not to exceed Five Hundred Thousand Dollars ($500,000.00). 2 - To enter into and execute contracts for construction and for the procurement of goods or services in amounts not to exceed One Million Dollars ($1,000,000.00). 3 - To execute contracts, deposit receipts and escrow instructions for the purchase and acquisition of real property in amounts not to exceed One Million Dollars ($1,000,000.00). '-- 4 - To execute applications, petitions and any other documents necessary and appropriate for filing with quasi-governmental bodies and agencies for licenses, permits or any approvals required in connection with the conduct of the business of the partner- ship. 5 - To execute declarations of covenants, conditions and restrictions and homeo,vuers' association documents. 6 - To make application for zoning and zoning variations and changes and execute parcel and subdivision maps. 7 - To grant easements and licenses to governmental and quasi- governmental bodies having the pmver of eminent domain. 8 - To execute bonds guaranteeing the performance of construction and improvements necessary to the furtherance of the authority hereinbefore granted and necessary for the performance or completion of 5.tna Diversified Properties' obligations. 9 - To sign subdivision maps. Provided, that the foregoing authority shall be executed only in connection with the assets and affairs pertaining to ff.tna Diversified Properties; \. .,..... ..:- I 1 ~. John E. Sommerhalder Page 2 Provided, further, you shall not enter into any contract, agreement or undertaking by which the partnership or any partner is subjected to possible claims' and which are not expressly limited to the assets of the partnership except contracts involving less than $150,000, which expire in less than 12 months and which are in the ordinary course of business of ~tna Diversified Properties except such limitation may be omitted from contracts or other commitments or undertakings with city, state, federal or ther political entities; Provided, further, that the foregoing authority shall be exercised only after prior approval of counsel evidenced in writing on the document or instrument to be signed. The foregoing authority should not be construed nor utilized to: (a) Execute any document committing the Partnership to the borrowing of money; ( (b) The execution of any mortgage, pledge, material encumbrance or other hypothecation or security agreement affecting specified assets of the Partnership; (c) Changing in a substantial way the accounting principles or procedures employed in keeping the books of account or in preparing financial statements of the Partnership; (d) Entering into any contract or agreement that gives to any person a right to any amount based on a percentage of the gross income or profits of any or all or any part of the Partnership's business, other than customary commission arrangements; (e) Entering into any contract or arrangement for consulting or professional services involving a total contract price reasonably estimated to exceed $10,000.00; (f) Entering into or substantially modifying or cancelling leases or subleases with respect to any property of the Partnership the remaining term of which is in excess of 10 years and which provides for a minimum annual rental of more than $10,000.00; (g) Employing any person or entering into a contract for the services of any person if the term of such contract or employment exceeds or is to exceed one year; (h) Entering into any partnership or joint venture. \. ~ -.. .. I 1 J John E. Sommerhalder Page 3 This delegation will expire and be of no further force or effect in the event you cease to be an employee of the Partnership and in any event on April 15, 1978. Any of the foregoing powers may be rede1egated provided that you shall remain responsible to the undersigned for the exercise of such powers. Dated: September 21, 1977 John ~:::n. /~ Presi ent and Chief Executive Officer cc: R. G. Galloway Roy E. Hughes \.. l.