Exhibit 3.232
THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT, AND MAY NOT BE SOLD, OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE UNLESS REGISTRATION STATEMENTS UNDER SUCH ACTS WITH RESPECT TO SUCH INTERESTS ARE THEN IN EFFECT OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS ARE THEN APPLICABLE TO SUCH OFFER OR SALE, AND UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
UCP, LLC
A DELAWARE LIMITED LIABILITY COMPANY
DATED AS OF AUGUST 4, 2017
THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
UCP, LLC
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this“Agreement”)of UCP, LLC, a Delaware limited liability company (the“Company”),is made and entered into, effective as of August 4, 2017, by Casa Acquisition Corp., a Delaware corporation (the“Member”).
RECITALS
WHEREAS, the Company was formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6Del. C. §18-101etseq. (as amended from time to time, the“Act”)by the filing of a Certificate of Formation (the“Certificate of Formation”)with the Secretary of State of the State of Delaware on October 26, 2007, as amended on January 10, 2008.
WHEREAS, the Company and the initial sole member, PICO Holdings, Inc., a California corporation(“PICO”),entered into an Amended and Restated Operating Agreement as of July, 21, 2008, as amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement, effective as of July 23, 2013, by and between PICO and UCP, Inc., a Delaware corporation (as amended and restated, the“Old Agreement”).
WHEREAS, the Member desires to amend and restate the Old Agreement to reflect its sole ownership and the management of the Company pursuant to the terms and subject to the conditions hereof.
NOW, THEREFORE, the undersigned does hereby agree and state as follows:
ARTICLE I
GENERAL PROVISIONS
1.1Name. The name of the Company shall be, and the business of the Company shall be conducted under the name of, UCP, LLC.
1.2Principal Office. The address of the principal office of the Company shall be c/o Century Communities, Inc., 8390 E. Crescent Pkwy., Suite 650, Greenwood Village, Colorado 80111, or at such other address as may be designated from time to time by the Member.
1.3Purpose. The purposes of the Company shall be to (a) acquire, develop, redevelop, operate, lease, maintain, finance, encumber, assign, sell, dispose of and otherwise deal with the real property, and (b) engage in any lawful act or activity for which limited liability companies may be formed under the Act.
1.4Member. The sole Member of the Company shall be Casa Acquisition Corp.
1.5Registered Office; Registered Agent. The registered office of the Company in the State of Delaware initially is located at c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name and address of the registered agent for service of process on the Company in the State of Delaware shall be National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, or any successor as appointed by the Member in accordance with the Act.
1.6Limitation on Liability of Member. Except to the extent required by the Act or other applicable law, the debts, obligations and liabilities of the Company whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Member shall have no personal liability for any such debt, obligation or liability of the Company solely by reason of being the Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.
ARTICLE II
CAPITAL CONTRIBUTIONS; MEMBERSHIP INTERESTS
2.1Capital Contributions. The Member shall make such contributions to the capital of the Company, in the form of cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to render services, as it deems appropriate.
2.2Membership Interest. The percentage interest(“Membership Interests”)of the Member in the Company shall be 100%.
ARTICLE III
ALLOCATIONS AND DISTRIBUTIONS
3.1Taxation. It is the intention of the Member that the Company be classified as a disregarded entity for all applicable income tax purposes.
3.2Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.
3.3Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Such distributions shall be allocatedparipassu in proportion to their then capital account balances.
ARTICLE IV
MANAGEMENT AND RELATED MATTERS
4.1Powers and Authority of the Member. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary, advisable or convenient to or for the furtherance of the business and management of the Company or the purposes described herein, including all powers, statutory or otherwise, possessed by members under the Act and this Agreement. Specifically, but not by way of limitation, the Member shall be authorized in the name of and on behalf of the Company:
(a) To employ such officers, agents, employees, managers, accountants, attorneys, consultants and other persons necessary or appropriate to carry on the business of the Company, whether or not such persons are affiliated with or related to any Member; and
2
(b) To enter into agreements and engage in transactions in furtherance of the purposes of the Company set forth in Section 1.3 hereof.
4.2Tax Matters Member. The Tax Matters Member, which shall have the same meaning as “tax matters partner” in Section 6231 of the Code, shall be the Member.
4.3Exculpation. To the maximum extent permitted by applicable law, the Member shall owe no fiduciary duty to any person and shall not be personally liable to the Company for damages for any breach of duty.
4.4Indemnification. The Company shalt indemnify and hold harmless the Member and its officers, members, managers, agents and successors from and against, and shall advance expenses to such persons with respect to, any and all costs, losses, liabilities, claims, damages and expenses paid or accrued by such person in connection with any action or inaction related to the business of the Company, to the fullest extent permitted by the Act, provided that (a) the action or inaction did not constitute gross negligence or willful misconduct on the part of the Member, its affiliates or any of their respective officers, members, managers, agents and successors or a breach of this Agreement or any other agreement with Company by such Member or its affiliate, and (b) to the extent any such affiliate is indemnified pursuant to the terms of any other agreement between such affiliate, on the one hand, and the Company, on the other hand (including, if applicable, any management agreement, development agreement or leasing agreement), the foregoing indemnity provisions of this Section shall not apply to such affiliate, and the Company shall only indemnify such affiliate to the extent set forth in such other agreement. Any indemnification obligation under this Section will be paid from, and only to the extent of available Company assets, and the Member shall have no personal liability on account thereof.
4.5Officers. The Member may appoint officers for Company(“Officers”).Officers shall perform the duties designated by the Member and shall have those powers authorized by the Member. Officers serve at the pleasure of the Member, so the Member may remove or replace any Officer at its Discretion. The following initial Officers for the Company are hereby appointed:
| Name | Title | |
| DALE FRANCESCON | Co-CEO and President | |
| ROBERT J. FRANCESCON | Co-CEO and President | |
| DAVID MESSENGER | Chief Financial Officer |
Each Officer is authorized to sign any document on behalf of the Company.
3
ARTICLE V
TRANSFERS OF MEMBERSHIP INTERESTS AND WITHDRAWAL
5.1Assignments and Encumbrances. The Member may sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate or otherwise transfer, in whole or in part, its Membership Interest.
5.2Withdrawal of the Member. The Member may withdraw from the Company in accordance with the Act.
5.3Admission of Additional Members. No additional members may be admitted to the Company.
ARTICLE VI
DISSOLUTION AND WINDING UP OF THE COMPANY
6.1Events of Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) The determination of the Member, or
(b) The dissolution of the Member.
6.2Procedure on Dissolution.
(a) Upon the dissolution and termination of the Company, a liquidating trustee (the“Liquidating Trustee”), which shall be selected by the Member and may be the Member, shall wind up the Company’s affairs and shall liquidate all of the assets of the Company in an orderly and expeditious manner. If the Company is dissolved while its business is in progress, the winding up of the affairs of the Company may include completion of performance under any contracts in existence on the date of dissolution. The Liquidating Trustee, if other than the Member, shall make an accounting to the Member of the financial results of the operations of the Company from the date of the last previous accounting to the date of dissolution.
(b) The proceeds of the liquidation shall be distributed by the Liquidating Trustee in the following manner:
(i) first, to the payments of the expenses of liquidation and the debts and obligations of the Company, excluding debts owing to the Member;
(ii) second, to creditors of the Company in accordance with Section18-804(a)(l) of the Act;
(iii) third, to the establishment of any reserve which the Liquidating Trustee shall deem reasonably necessary for contingent or unforeseen liabilities;
(iv) fourth, to repayment of outstanding debts to Members; and
(v) thereafter, to the Member.
4
ARTICLE VII
ACCOUNTING
7.1Books and Records. True and correct books of account with respect to the operations of the Company shall be kept at such place as shall be designated by the Member.
7.2Banking. All funds of the Company shall be deposited in its name in such account or accounts as shall be designated by the Member. The funds in such accounts shall be used solely for the business of the Company. Withdrawals from, or checks drawn upon, such accounts shall require the signature of such persons as may be designated by the Member.
7.3Fiscal Year. The fiscal year of the Company shall be the calendar year.
ARTICLE VIII
MISCELLANEOUS
8.1Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Members and their respective successors and permitted assigns.
8.2Severability. If any provision of this Agreement shall be determined to be unlawful or unenforceable to any extent, such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.
8.3Headings. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning of this Agreement.
8.4No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any covenant or other provision in this Agreement.
8.5Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware applicable to contracts entered into and to be fully performed within the State of Delaware. All rights and remedies arising under this Agreement or otherwise with respect to the Members and the Company shall be governed by said laws.
[Signature page follows]
5
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed this Agreement as of the date first above written.
| MEMBER: | ||
| CASA ACQUISITION CORP., | ||
| a Delaware corporation | ||
| By: | /s/ Dale Francescon | |
| Name: Dale Francescon | ||
| Title: President | ||
6