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HomeMy WebLinkAboutZMA201900003 Ownership Documents 2019-03-19FLORA "'A"�'PF,TTIT Community Development 401 McIntire Road North Wing Charlottesville, VA 22902 Donald D. Long Attorney at Law Direct: (434) 817-7977 ddl@fplegal.com March 18, 2019 Re: Region Ten Community Services Board, Inc. To Whom It May Concern: Phone: (434) 979-1400 Fax: (434) 977-5109 530 East Main Street P.O. Box 2057 Charlottesville, Virginia 22902 I am counsel for Region Ten Community Services Board, Inc. ("Region Ten, Inc."). Region Ten, Inc. is Virginia nonstock corporation. Lisa Beitz, the Executive Director of Region Ten, Inc. is authorized to sign, on behalf of Region Ten, Inc., any applications or other instruments or documents related to the rezoning application for a portion of Albemarle County Tax Map Parcel 76-46F owned by Region Ten, Inc. Please let me know if you require any DDL/mal www1plegal.com Charlottesville I Harrisonburg DocuSign Envelope ID: 84C89977-8ADD-4C1E-9C3D-1409A4701EDC County of Albemarle, Virginia Department of Community Development 401 McIntire Road Charlottesville, VA 22902-4596 Region Ten Community Services Board, Inc is the owner (the "Owner") of Albemarle County tax map parcel number 07600-00-00-046F0, a portion of which, measuring approximately .75 acres in the aggregate, located on the western side of Old Lynchburg Road is the subject property (the "Property") of this owner's authorization. The Owner hereby authorizes the following individuals and/or representatives of the named entities to submit land use applications on the Owner's behalf in connection with the proposed redevelopment of the aforesaid portion of the property. 51h Street Forest, LLC Kyle Redinger, Manager Such land use applications may include applications to the property committee, zoning map amendments, special use permit applications, subdivision plat and site plan applications, and any other similar applications relating to the proposed redevelopment of the Property. Region Ten Community Services Board Inc ocuSigned by: F�Sa bf, By: �ssesess Lisa Beitz, Executive Director 3/15/2019 Date STATE CORPORATION COMMISSION Richmond, January 19, 2018 This is to certify that the certificate of organization of 5TH STREET FOREST LLC was this day issued and admitted to record in this office and that the said limited liability company is authorized to transact its business subject to all Virginia laws applica6le to the company and its business. Effective date: January 19, 2018 All, ' R 'OG I I oQ� ♦4rNI cod. N �I v 2 19o3 CISECOM State Corporation Commission Attest: tC"rerkofe Commission 0 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION F190r3 Office of the Clerk KYLE J REDINGER 250 W MAIN ST SUITE 201 CHARLOTTESVILLE, VA 22902 RECEIPT RE: 5TH STREET FOREST LLC ID:S7268164 DCN: 18-01-19-5381 Dear Customer: January 19, 2018 This is your receipt for $100.00 to cover the fee(s) for filing articles of organization for a limited liability company with this office. The effective date of the filing is January 19, 2018. If you have any questions, please call (804) 371-9733 or toll -free in Virginia, (866) 722-2551. Sincerely, Joel H. Peck Clerk of the Commission RECEIPTLC LLNCD CISECOM P.O. Box 1197, Richmond, VA 23218-1197 Tyler Building, First Floor, 1300 East Main Street, Richmond, VA 23219-3630 Clerk's Office (804) 371-9733 or (866) 722-2551 (toll -free in Virginia) www.scc.virginia.gov/clk SCC eFile ARTICLES OF ORGANIZATION OF 5TH STREET FOREST LLC The undersigned, pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, states as follows: The name of the limited liability company is 5TH STREET FOREST LLC. 2. The purpose for which the limited liability company is formed is to engage in any lawful business, purpose or activity for which a limited liability company may be formed under the Virginia Limited Liability Company Act. 3. The name of the limited liability company's initial registered agent is Kyle J Redinger. The initial registered agent is an individual who is a resident of Virginia and a member or manager of the limited liability company. 4. The address of the limited liability company's initial registered office, which is identical to the business office of the initial registered agent, is 250 W Main St, Suite 201, Charlottesville, VA 22902. The initial registered office is located in Charlottesville City, Virginia. 5. The address of the limited liability company's principal office where the records of the limited liability company are to be kept is 250 W Main St, Suite 201, Charlottesville, VA 22902. ORGANIZER: /s/ Kyle J Redinger Date: January 19, 2018 Kyle J Redinger 3.01 Names and Addresses. The names and mailing addresses of all Members are set forth on Schedule 1 attached hereto, which shall be amended from time to time to reflect changes in the identity and/or address of the Members. SECTION 4 MANAGEMENT 4.01 Manager. The Company shall be managed by an individual Manager. The initial Manager of the Company shall be Kyle J. Redinger. The initial Manager shall remain as the Manager throughout the term of the Company as provided in Section 1.08, unless said individual resigns or is removed pursuant to Section 4.04 hereof. 4.02 General Powers of the Manager. (a) Except as otherwise expressly limited in this Operating Agreement, the Manager shall have the exclusive right to manage the business of the Company and to make all decisions regarding the business of the Company. The Manager shall carry out the policies, directions, orders and resolutions of the Members in the manner described in this Operating Agreement and as authorized and directed by the Members from time to time. The Manager may delegate prescribed functions to any employee, agent or consultant. (b) The Manager is granted the right, power and authority to do in the name of, and on behalf of, the Company all things that, in its sole judgment, are necessary, proper or desirable to carry out the purposes of the Company, including, but not limited to, the right, power and authority to: (i) Enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company. (ii) Open and maintain bank accounts, investment accounts and other arrangements (including the right for the Company to place Company funds in one or more general escrow accounts and such funds will be electronically segregated), draw checks and other orders for the payment of money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements. (iii) Collect funds due to the Company. (iv) Acquire, utilize for the Company's purposes, maintain and dispose of any assets of the Company. (v) Pay debts and obligations of the Company, to the extent that funds of the Company are available therefor. (vi) With the prior written consent of Greenwood Partners LLC (which consent shall not be unreasonably withheld), borrow money or otherwise commit the credit of the Company for Company activities, grant liens and security interests relating to the assets of the Company to secure such borrowings, or voluntarily prepay or extend any such borrowings (vii) Employ from time to time persons, firms or corporations for the operation and management of various aspects of the Company's business, including, without limitation, managing agents, contractors, subcontractors, architects, engineers, laborers, supplies, accountants and attorneys on such terms and for such compensation as the Manager shall determine, notwithstanding the fact that the Manager, an affiliate of the Manager or any Member may have a financial interest in such firms or corporations. (viii) Make elections available to the Company under the Code. (ix) Obtain general liability and other insurance for the Company, as the Manager deems proper. (x) Take such actions as may be directed by the Members in furtherance of their approval of any matter set forth in Section 4 hereof. (xi) Do and perform all such things and execute, acknowledge and deliver any and all such instruments as may be in furtherance of the Company's purposes and necessary and appropriate to the conduct of its business. 4.03 Actions Requiring Approval of Members. Notwithstanding any other provision of this Operating Agreement, the approval of the Members holding at least sixty percent (60%) of the Units shall be required in order for any of the following actions to be taken by the Manager on behalf of the Company: (a) Selecting legal counsel for the Company; (b) Amending the Articles or this Operating Agreement in any manner that materially alters the preferences, privileges or relative rights of the Members; or (c) Filing or consenting to filing a petition for or against the Company under any federal or state bankruptcy, insolvency or reorganization act. 4.04 Tenure; Removal, Vacancies. The Manager shall hold office until its resignation or removal. The Manager may be removed only upon the affirmative vote of Members holding not less than sixty percent (60%) of the Units, in which event any unpaid portion of the Management Fee shall be immediately due and payable. Any vacancy created or caused by resignation or removal of the Manager shall be filled by the affirmative vote of the holders in aggregate of not less than fifty-one (51 %) percent of the Units; provided, however, that in the event that Kyle J. Redinger shall resign as the Manager of the Company, then Greenwood Partners LLC shall select the successor Manager. 4.05 Compensation. The Manager shall receive a management fee in the amount of $200,000, payable in equal monthly installments of $3,333.33 beginning March 1, 2018 (the "Management Fee") 4.06 Authority of the Members to Transact Business with the Company. The Company may transact business with the Members and their Affiliates for goods or services reasonably required in the conduct of the Company's business, provided that any such transaction shall be effected only on terms specified herein or, if not so specified, on terms competitive with those that may be obtained from unaffiliated persons on an "arm's-length" basis. 4.07 Power of Attorney. (a) Appointment. Each Member does hereby irrevocably constitute and appoint the Manager serving in office from time to time as the Company's true and lawful attorney -in -fact, with full power and authority in their or its name, place and stead, to make, execute, consent to, swear to, acknowledge, record and file from time to time any and all of the following: (i) Any certificate or other instrument that may be required to be filed by the Company or the Members under the laws of the Commonwealth of Virginia or under the applicable laws of any other jurisdiction in order to conduct business in any such jurisdiction, to the extent the Manager deems any such filing to be necessary or desirable. (ii) Any instrument or document which may be required to effect the continuation of the Company, the admission of an Additional or Substitute Member, or the dissolution and termination of the Company pursuant to the provisions of this Operating Agreement; and (iii) Any agreement, instrument, lease, deed, deed of trust, promissory note, certificate or other document in the name or on behalf of the Company which is necessary or appropriate to implement, effectuate or otherwise carry out any transaction to which the Company is a party or to which the Company or any of its assets or businesses is or may be subject, provided such transaction has been approved by the Manager or the Members, as the case may be, in accordance with the provisions of this Operating Agreement. (b) Duration. The appointment by each Member of the Manager as its attorney - in -fact is irrevocable and shall be deemed to be a power coupled with an interest and shall survive the disability, incompetence, bankruptcy, death or dissolution of any Person given such power, except, that in the event of an assignment by a Member of all or any part of his Membership Interest, this power of attorney shall survive such assignment only until such time, if any, as the successor in interest shall have been admitted to the Company as a Substitute Member and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution. 4.08 Manaizer Has No Exclusive Duty to Company. Unless otherwise expressly provided hereunder or under any other agreement entered into between the Company and such person, the Manager shall not be required to manage the Company as its sole and exclusive function, and he may have other business interests and may engage in other activities in addition to those relating to the Company, and neither the Company nor any Member shall have any right, by virtue of this Operating Agreement, to share or participate in such other investments or activities of such individual or to the income or proceeds derived therefrom. SECTION 5 LIMITATION OF LIABILITY; INDEMNIFICATION 5.01 Limitation of Liability of Manager. In any proceeding brought by or in the right of the Company or brought by or on behalf of the Members of the Company, a Manager (in its capacity as a Manager) shall not be liable to the Company or its Members for any monetary damages arising out of any transaction, occurrence or course of conduct, unless in such proceeding the Manager was adjudged to have engaged in willful misconduct or a knowing violation of the criminal law. 5.02 Indemnity of Manager. The Manager shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated: (a) Every person, and his heirs, executors and administrators, who was or is a party or is threatened to be made a parry to any threatened, pending or completed action, suit or proceeding of any kind, whether civil, administrative, arbitrative or investigative, or was or is the subject of any claim, and whether or not by or in the right of the Company, by reason of its being or having been a Manager, or by reason of its serving or having served at the request of the Company as a director, officer, manager, employee or agent of another Entity, or at the request of the Company in any capacity that under Federal law regulating employee benefit plans would or might constitute him a fiduciary with respect to any such plan, whether or not such plan is or was for employees of the Company, shall be indemnified by the Company against expenses (including attorneys' fees), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabili- ties of all kinds, actually and reasonably incurred by him in connection with, or resulting from, such action, suit, proceeding or claim, if he acted in good faith and in the manner he reasonably believed to be in, or not opposed to, the best interests of the Company, provided that no indemnification shall be made in respect of any claim, issue or matter as to which he shall have been adjudicated to be liable to the Company for willful misconduct or a violation of the criminal law in the performance of its duty to the Company unless, and only to the extent, that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, he is fairly and reasonably entitled to indemnity. The termination of any such action, suit or proceeding by judgment, order or conviction, or upon a plea of nolo contendere or its equivalent, or by settlement, shall not of itself create a presumption that any such person did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company. No indemnity shall be available to the Manager for a criminal action or proceeding. (b) Any indemnification under Section 5.02(a) (unless ordered by a court) shall be, made by the Company only as authorized in the specific case upon a determination that indemni- fication of such person is proper in the circumstances because the Manager had met the applicable standard of conduct set forth in such paragraph. Such determination may be made either (i) by the disinterested Majority in Interest, or (ii) by independent legal counsel in a written opinion.