Item 4.1 - Dispostion & Development Agreement with Bruce & Eileen Carey, Chrysler Plymouth Dealership
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AGENDA REPORT
CITY OF POW A Y
TO:
Chairman and Members of the Redevelopment Agency
Honorable Mayor and Members of the City Council 'p
James L. Bowersox, city Manager/Executive DirectorQt ~
FROM:
INITIATED BY: John D. Fitch, Assistant city Manager/Assistant
Executive Director
Pamela Colby, Management AnalystfC-
0"
DATE:
september 4, 1990
SUBJECT:
Disposition and Development Agreement with Bruce
A. and Eileen L. Carey and Report on the
Acquisition and Sale of Property by the
Redevelopment Agency for the Development of a
Chrysler Plymouth Automobile Dealership.
ABSTRACT:
It is recommended that the Redevelopment Agency/City council
approve a Disposition and Development Agreement for the development
of a Chrysler Plymouth automobile dealership on property currently
owned by the Redevelopment Agency.
BACKGROUND:
During the past month, staff has been working with the developer,
Bruce Carey, and his legal counsel to finalize a mutually
acceptable Disposition and Development Agreement (DDA) for the
development of a Chrysler Plymouth automobile dealership to be
located adjacent to the existing poway Dodge dealership.
FINDINGS:
Minor changes have been made to the Disposition and Development
Agreement (DDA) since it was distributed to the City Council/
Redevelopment Agency for their regular meeting of August 7, 1990.
These changes include corrections and clarifications to provisions
already within the DDA. No substantive changes have been made as
it relates to the Agency I s participation in this proj ect. The
information in the original staff report on this item continues to
be valid as it outlines the major provisions of the DDA (Attachment
ACTION:
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Agenda Report
September 4, 1990
Page 2
FISCAL IMPACT:
Additional annual sales tax revenues estimated at $129,000.00
Additional annual tax increment revenues estimated at $17,000.00.
One time cost to Agency of $116,053.00 for land write-down relating
to the disposition of the subject property.
RECOMMENDATION:
It is recommended that the Redevelopment Agency/City Council
approve the following resolutions:
A. A Resolution of the City of poway Approving a Disposition and
Development Agreement with Bruce A. and Eileen L. Carey.
B. A Resolution of the poway Redevelopment Agency Approving a
Disposition and Development Agreement with Bruce A. and Eileen L.
Carey.
Attachments:
1. Staff Report from August 7, 1990
2. Acquisition and Sale Report
Exhibit "A" - Disposition and Development Agreement
3. Resolution "A"
4. Resolution "B"
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ATTACHMENT 1
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rlGENDA REPORT
CITY OF POW A Y
TO:
Honorable Mayor and Members of the city council
Honorable Chairman and Members of the Redevelopment
Agency
James L. Bowersox, city Manager/Executiv~ct~r~
John D. Fitch, Assistant City Manager/Assistan~)~
Executive Director 0
Pamela R. Colby, Management Analyst~
August 7, 1990
FROM:
INITIATED BY:
DATE:
SUBJECT:
Disposition and Development Agreement with Bruce A.
and Eileen L. Carey and Report on the Acquisition
and Sale of Property by the Redevelopment Agency for
a Chrysler Plymouth Automobile Dealership to be
located on the South Side of poway Road, Immediately
Adjacent to 13655 poway Road, and Continuing 184
Feet in a Westerly Direction (APN# 317-190-44).
ABSTRACT
It is recommended that the City Council/Redevelopment Agency
approve a Disposition and Development Agreement for the development
of a Plymouth Automobile Dealership on property owned by the
Redevelopment Agency.
BACKGROUND
Since incorporation in December 1980, the financial viability of
the City of poway has been and continues to be an important issue.
At that time, the City of poway had sales tax receipts of only
$900,000 per year which equated to the second lowest per capita
figure in the County. Sales tax is one of the few major sources of
revenues that the City can have an impact on. It is also a funding
source which is flexible enough to meet many of the increasing
demands for public services and facilities in this community.
ACTION:
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Agenda Report
August 7, 1990
Page 2
This situation has improved in the past few years, due in part to
the concerted efforts being made to attract businesses which
produce high taxable sales. The sales tax figures for fiscal year
1989-90 are expected to be $2,994,600. Achieving this number would
rank the City's per capita sales tax revenues at 13 out of the 18
cities in the County. with this progress comes the knowledge
that more improvement is still necessary to maximize the City's
sales tax base. Automobile dealerships have and continue to
produce one of the highest taxable sales on a per square foot
basis, while doing so in a manner which complements the existing
businesses along poway Road.
It is being recommended that the City Council consider approval of
a Disposition and Development Agreement (DDA) with Bruce A. and
Eileen L. Carey for the development of a full-service Chrysler
Plymouth automobile dealership (Exhibit A of Attachment 1). Mr.
Carey is the operator of the recently opened Dodge/Dodge Truck
dealership at 13655 poway Road. The proposed Plymouth dealership
would be located on 72,745 square feet of undeveloped, Agency owned
property immediately west of the existing Dodge dealerShip.
In 1987, the City Council authorized the purchase of this site as
part of a 4.5 acre parcel for $814,000. The Agency has since
completed extensive drainage improvements to this property. These
improvements included the installation of a triple 10' x 12'
reinforced box culvert which effectively enclosed poway Creek
through the property. The total cost of Agency improvements to the
proposed Plymouth dealership site which included all grading and
channel improvements is approximately $469,580. The total cost to
the Agency for purchasing and improving the site was $10.59/square
foot.
FINDINGS:
The Agency is proposing to sell 1.67 acres of property to Bruce L.
and Eileen A. Carey for $654,705, or $9. OO/square foot. The
difference between the sales price of $654,705 and the total cost
of acquiring and improving the property is $116,053. The
difference between these numbers is an inducement offered initially
to encourage development of the site. However, when the Plymouth
dealership opens, new property taxes (tax increment) of $17,000 and
increased sales taxes of $129,000 annually are estimated to be paid
by this development. As noted when the Dodge dealership project
was before this City Council in 1987, the additional benefit of
protecting the adjacent residential neighborhood to the south of
poway Creek from periodic flooding is accomplished at virtually no
cost.
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Agenda Report
August 7, 1990
Page 3
The Scope of Development and Schedule of Performance within the
proposed Disposition and Development Agreement (DDA) provide for
the development of a full-service automobile dealership within
three years of the signing of the DDA. The Agreement allows the
developer to operate the Plymouth dealership from the existing
Dodge dealership facility with an extension of the Conditional Use
Permit for a period of up to three years. Prior to the expiration
of the three years, the developer would be required to construct a
new car showroom and automobile service area.
Once the building permits are pulled for the construction of the
Plymouth showroom and service area (within two years of the signing
of the DDA), a separate Conditional Use Permit would be required
for the Plymouth dealership. All City required improvements,
however, such as masonry walls and landscaping, would be completed
prior to the business opening.
The Disposition and Development Agreement with Bruce A. and Eileen
L. Carey contains the following major provisions:
1. Requires that a full-service Chrysler Plymouth automobile
dealership be built, with the Agency granting the Agency owned site
to the developer once the project is assured (Section 2.02).
2. Requires that the developer adhere to a development schedule
which requires that the Chrysler Plymouth dealership be open in a
timely manner (Section 3.01). It further provides that the
developer will not speculate on the land (Section 3.04).
3. Provides for the termination of the Agreement in the event of
default by either party (Section 5.05).
4. Ensures that the Agency has the right to repurchase the site
should the developer default on the Agreement (Section 5.06).
In conclusion, subject to the public hearing, City Council/
Redevelopment Agency approval of the Development and Disposition
Agreement, listed as Exhibit A to Attachment 1 of this report, will
formalize the relationship between the developer, Bruce A. and
Eileen L. Carey, and the poway Redevelopment Agency.
FISCAL IMPACT
Additional annual sales tax revenues estimated at $129,000.
Addi tional annual tax increment revenues estimated at $17,000. One
time cost to Agency of $116,053 for land write-down relating to the
disposition of the subject property.
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Agenda Report
August 7, 1990
Page 4
RECOMMENDATION
It is recommended that the City Council/Redevelopment Agency
approve the following resolutions:
A. A Resolution if the City of poway Approving a Disposition and
Development Agreement with Bruce A. and Eileen L. carey.
B. A Resolution of the poway Redevelopment Agency Approving a
Disposition and Development Agreement with Bruce A. and Eileen L.
carey.
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ATTACHMENT 2
POWAY REDEVELOPMENT AGENCY REPORT
ON ACQUISITION AND SALE OF PROPERTY OWNED
BY THE POWAY REDEVELOPMENT AGENCY
BACKGROUND
section 33433 of the State of California Health and Safety Code
requires that a report be prepared prior to the acquisition and
sale of property by a redevelopment agency when the transaction
is to be financed directly or indirectly by tax increment. The
sale of the property must be approved by the City Council prior
to the transaction occurring.
FINDINGS
Attached as Exhibit "A" is the Disposition and Development
Agreement (DDA) with Bruce A. and Eileen L. Carey, herein after
referred to as Developer. This agreement contains terms under
which the Developer will gain the right to approximately 1.67
acres of commercially zoned property owned by the poway
Redevelopment Agency.
The following is a summary of the provisions of the Disposition
and Development Agreement:
1. Cost of the Aareement to the Redevelopment Aaencv: The
property described within the Agreement was acquired by the poway
Redevelopment Agency as part of a larger 4.5 acres site in 1987.
The cost to the Agency for this 1.67 acre portion of the property
is calculated to be $301,180, based on a pro-rated share of the
cost of the entire 4.5 acre parcel in 1987. The cost of on-site
improvements to the property were $469,580. This amount totals
the pro-rated share of all actual costs associated with drainage,
fill, grading, and enclosing poway Creek with a cement box
culvert. The total cost to the Redevelopment Agency for the
fully improved site is $770,758. The property will be sold for
$654,705, therefore the cost to the Agency is $116,053.
2. Estimated Value of Propertv to be Conveved: The value of the
property to be conveyed is approximately $301,180, based upon a
pro-rata share of the original purchase price.
3. Purchase Price to be Paid bv the Developer: The Developer
will be required to purchase the property for $654,705. Upon
close of escrow, the Agency will receive the full disposition
price of $654,705 in cash. There are no additional finance costs
associated with this agreement. While the value of the land
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Acquisition Report
Page 2
(approximately $770,758) exceeds the cost to the Developer
($654,705), this consideration is necessary to obtain the desired
use for the property at this time for the following reasons:
a. The desired criteria of maximum sales tax, major tenancy, and
unique characteristics of the location limit the type and number
of projects which could be placed on the site.
b. The development, by necessity of the subject property,
required extensive site work to be completed by the Redevelopment
Agency. Site work included the lot grading, straightening and
widening of poway creek, and the installation of a cement box
culvert through the property to accommodate creek flows.
c. The state of California does not permit automobile
dealerships to locate within a 10-mile radius, for reasons of
competition. Realizing that there are Plymouth dealerships in
Kearny Mesa and Escondido, poway falls just outside the 10-mile
restrictions imposed for the dealerships, resulting in a logical
and appropriate decision to locate in the City of Poway.
d. The development of a Plymouth automobile dealership will
generate approximately $129,000 in sales tax revenue for the city
of poway annually. Further, the property, when developed, will
have an assessed value of approximately $1.7 million greater than
present value. This will provide a tax increment of $17,000 to
the Agency which will "amortize" the difference in price to the
developer and value of the property in less than 1 year with the
additional consideration of the sales tax revenues.
e. without the assistance of the poway Redevelopment Agency, the
project would not be developed in a manner as directed by the
Redevelopment Plan.
f. The drainage work was necessary irrespective of the
dealership development in order to protect the residential
neighborhood on the south side of poway Creek from periodic
flooding.
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DISPOSITION AND DEVELOPMENT AGREEMENT
BY AND BETWEEN
POWAY REDEVELOPMENT AGENCY,
Agency
AND
BRUCE A. CAREY AND EILEEN L. CAREY
Developer
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Revised: 8/30/90
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DISPOSITION AND DEVELOPMENT AGREEMENT
POWAY AUTO CENTER
THIS AGREEMENT ("Agreement") dated, for reference purposes only, as of
the ____ day of , 1990 by and between POWAY REDEVELOPMENT AGENCY
("Agency") and Bruce A. Carey and Eileen L. Carey ("Developer"). The
Agency and the Developer agree as follows:
ARTI CLE I
SUBJECT OF AGREEMENT
Section 1.01 Purpose of the Agreement
The purpose of this Agreement is to effectuate the Redevelopment Plan
(the "Redevelopment Plan") for the paguay Redevelopment Project (the
"Project") by providing for the development of a retail automobile sales
and service site in a portion of the area included within the boundaries of
the Project (the "Project Area"). This Agreement is entered into for the
purpose of developing a retail automobile sales and service site and not
for speculation in land holding. Agency represents that the development of
the retail auto site pursuant to this Agreement, and the fulfillment
generally of the Agreement, are in the vital and best interests of the City
of Poway ("City") and the health, safety, and welfare of its residents, and
in accord with public purposes and provisions of applicable Federal, State,
and local laws and requirements. The Redevelopment Plan was approved and
adopted by the City Council of the City of Poway by Ordinance No. 117: said
Ordinance and the Redevelopment Plan as so approved and amended are incor-
porated herein by reference.
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Section 1.02 The Site
The "Site" is defined as that portion of the Project described as
approximately 1.67 gross acres of land and improvements thereon, and
described as the "Legal Description of the Site" in Exhibit "A-I" to this
Agreement and depicted on the "Site Map" attached as Exhibit "A-2" to this
Agreement. The Site is currently owned by the Agency.
Section 1.03 Parties to the Agreement
(A) Agency
"Agency" as used in this Agreement is Poway Redevelopment Agency,
Poway, California.
Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized under the
Community Redevelopment Law of the State of California (Health &
Safety Code Section 33000 et seq.).
The office of Agency is located at City Hall, 13325 Civic
Center Drive, Poway, California.
"Agency," as used in this Agreement, included the poway
Redevelopment Agency and any assignee of or successor to its
rights, powers and responsibilities.
(B) Developer
Developer is Bruce A. Carey and Eileen L. Carey, a married couple,
whose principal address for purposes of this Agreement is 13655
Poway Road, Poway, California, 92064.
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The individual parties comprising the Developer agree that, for
all purposes of this Agreement, Bruce A. Carey (lithe Authorized
Representat i ve") sha 11 be the Authori zed Representative of each of
said individual parties and the Developer hereunder. The
Authorized Representative is hereby authorized to take all actions
required to be taken by the Developer hereunder and under any
related agreements. The Agency shall be entitled to rely upon any
notice, communication or other action taken by the Authorized
Representative as having been taken, made or done on behalf of the
Developer. Any notice or other communication given by the Agency
to the Authorized Representative shall be deemed effective as
against the Developer and each individual party comprising the
Developer if given to the Developer in care of the Authorized
Representative at the address set forth for the Developer in
Section 1.03 hereof. No further notice or communication shall be
required of the Agency to satisfy any obligations for notice or
communication required by this Agreement. The Developer may
designate another Authorized Representative to act on its behalf
pursuant to a written notice to the Agency signed by each indivi-
dual party comprising the Developer.
All of the terms, covenants and conditions of this Agreement shall
be binding upon and shall inure to the benefit of Developer and
the successors and assigns of the Developer, but only such
successors and assigns as are permitted pursuant to Section 1.05
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hereof. Whenever the term "Developer" is used herein, such term'
shall include only such other permitted successors and assigns as
herein provided.
Section 1.04 Representations by Developer
Developer represents and warrants to Agency as follows:
(a) Each person comprising the Developer intends to bind his
interest in the community property arising from his marriage in
executing this Agreement.
(b) Developer has duly executed and delivered this Agreement and
any and all other agreements and documents required to be executed
and delivered by Developer in order to carry out, give effect to,
and consummate the transactions contemplated by this Agreement.
. (c) Developer does not have any material contingent obligations
or any material contractual agreements which could materially
adversely affect the ability of Developer to carry out its
obligations hereunder.
(d) There are no material pending or, so far as it is known to
Developer, threatened, legal proceedings to which Developer is or
may be made a party or to which any of its property is or may
become subject, which has not been fully disclosed in the material
submitted to Agency which could materially adversely affect the
ability of Developer to carry out its obligations hereunder.
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(e) There is no action or proceeding pending or, to the
Developer's best knowledge, threatened, looking towards the
liquidation of Developer, and there is no action or proceeding
pending or, to Developer's best knowledge, threatened by or
against Developer which could affect the validity and enfor-
ceability of the terms of this Agreement, or materially and adver-
sely affect the ability of Developer to carry out is obligations
hereunder.
(f) Developer has performed all of its obligations to be per-
formed at or prior to this date in accordance with the Schedule of
Performance and is not in default hereunder.
(g) Developer will operate and maintain on the Site a
"Full-Service Automobile Dealership" (as hereinafter defined in
the Scope of Development).
(h) Each person comprising the Developer understands and intends
that he/she is individually bound by each and every agreement and
obligation of the Developer under this Agreement.
Each of the foregoing items (a) to (h), inclusive shall be deemed
to be an ongoing representation and warranty. Developer shall
immediately advise Agency in writing, prior to the issuance to a
Certificate of Completion, if there is any change pertaining to
any matters set forth or referenced in the foregoing items (a) to
(h), inclusive.
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Section 1.05 Prohibition against Change in Ownership, Management and
Control of Developer
The qualifications and identity of Developer are of particular
importance to City and Agency. It is because of those qualifica-
tions and identity that Agency has entered into this Agreement
with Developer. No voluntary or involuntary successor in interest
of Developer shall acquire any rights or powers under this
Agreement except as expressly set forth herein.
Developer shall not assign all or any part of this Agreement or
any rights or duties hereunder without the prior written approval
of the Agency. Agency shall not unreasonably withhold its appro-
val of any assignment, provided that: (1) the assignee shall
expressly assume the obligations of Developer pursuant to this
Agreement in writing satisfactorily to Agency: (2) the original
Developer shall remain fully responsible for the performance and
liable for the obligations of Developer pursuant to this
Agreement; (3) any guarantees provided to assure the performance
of Developer's obligations under this Agreement shall remain in
full force and effect: and (4) the assignee is financially capable,
in the reasonable judgement of the Agency, of performing the duties
and discharging the obligations it is assuming. Developer shall
promptly notify Agency in writing of any and all changes what-
soever in the identity of the person(s) in control of Developer
and the degree thereof.
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Developer shall not sell, transfer, conveyor assign the Site or
any portion of the Site prior to the issuance of a Certificate of
Completion pursuant to Section 3.06 hereof without the prior
written approval of the Agency. Developer shall not subdivide the
Site for the duration of the Redevelopment Plan without prior con-
sent of Agency. Agency shall not unreasonably withhold its appro-
val of a sale. transfer, conveyance or assignment of its interest
in the Site to any transferee or assignee meeting the requirements
of subparagraphs (1) through (4) above.
In the event of death or incapacity of Developer, Agency may, at
its option, elect to terminate this Agreement and accept a recon-
veyance of the Site, if title to the Site has been transferred to
Developer in accordance with the terms of this Agreement, or may
accept an assignment of this Agreement; provided that the assignee
meets the conditions set forth in subparagraphs (1) and (4) above
and, unless otherwise agreed to by Agency, such entity is also the
entity thenceforth owning the Site.
In the event that, contrary to the provisions of this Agreement,
Developer does sell, transfer, conveyor assign any part of the
Site or the buildings or structures thereon prior to the issuance
of a Certificate of Completion for this Site, Agency shall have
the option to terminate this Agreement and additionally to seek
all remedies available at law or in equity, including but not
limited to the re-entry and revesting provisions of Section 5.06
herein.
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Notwithstanding any other provision hereof, Developer reserves the
right in his discretion to join and associate with other entities
in joint ventures, partnerships or otherwise for the purpose of
developing the Site as a Full Service Automobile Dealership and
the Developer shall not be required to seek the approval of the
Agency as to any such financing arrangement; provided that
Developer will retain complete operational and managerial control
under any such arrangement and will remain fully responsible to
Agency as provided in this Agreement until the recordation of a
Certificate of Completion in accordance with Section 3.06 hereof.
In the absence of specific written agreement by Agency, no such
transfer, assignment or approval by Agency shall be deemed to
relieve Developer or any other party from any obligation under
this Agreement.
All of the terms, covenants and conditions of this Agreement shall
be binding upon and shall inure to the benefit of Developer and
the permitted successors and assigns of Developer. Whenever the
term "Developer" is used herein, such term shall include any other
permitted successors and assigns as herein provided.
Section 1.06 Good Faith Deposit
Developer has, prior to or simultaneously with the execution of this
Agreement by Agency, delivered to Agency a good faith deposit in
the amount of Twenty-Five Thousand Dollars ($25,000) (the "Good Faith
Depos it"), in the form of a cashi er' s check or cert i fi ed check or a cer-
tificate of deposit (in form acceptable to Agency), as security for the
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performance of the obligations of Developer to be performed pursuant to
this Agreement, or its retention by Agency as liquidated damages in
accordance with this Section 1.06 and 2.03(D) of this Agreement. Agency
shall have no obligation to earn interest on the Good Faith Deposit. Any
interest earned on the Good Faith Deposit shall be credited to the party
entitled to the retention or return of the Good Faith Deposit, whichever is
applicable.
DEVELOPER AND AGENCY AGREE THAT IN THE EVENT THIS AGREEMENT IS TERMINATED,
AGENCY WILL SUSTAIN SUBSTANTIAL DAMAGES WHICH ARE IMPRACTICAL OR INFEASIBLE
TO ASCERTAIN, INCLUDING LOSS OF REDEVELOPMENT OPPORTUITIES ASSOCIATED WITH
THE SUBJECT PROPERTY AND THE COSTS OF PREPARING THIS AGREEMENT AND RELATED
DOCUMENTS. PARTIES AGREE THAT THE GOOD FAITH DEPOSIT REPRESENTS A
REASONABLE AMOUNT AS LIQUIDATED DAMAGES AND THAT, IN THE EVENT OF
TERMINATION OF THIS AGREEMENT FOR WHATEVER CAUSE, THE AGENCY SHALL BE
ENTITLED TO RETAIN THE GOOD FAITH DEPOSIT.
DEVELOPER INTIITAL HERE
AGENCY INITIAL HERE
If this Agreement has not sooner been terminated, the Good Faith Deposit
shall be returned to Developer concurrent with the conveyance of the Site
to Developer or, at the discretion of Developer, applied as a credit
against payment of the "Disposition Price" (as hereafter defined in Section
2.02).
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ARTICLE II
DISPOSITION OF THE SITE
Section 2.01 Compliance with Environmental Laws
Agency represents that all necessary environmental reviews of the pro-
posed development of the Site as provided herein have been made and that
the Board of the Agency will approve on July 31, 1990 a Negative
Declaration relating to the proposed development of the Site in accordance
with the California Environmental Quality Act, Section 21000 et ~. of the
California Resources Code.
Section 2.02 Sale and Purchase: Disposition Price
In accordance with and subject to all the terms, covenants and con-
ditions of this Agreement, Agency agrees ~~-sell to Developer the Site and
Developer agrees to purchase the Site for $654,705 ($9/square foot based on
a gross area of 72,745 square feet) ("Disposition Price"). The Disposition
Price shall be payable as follows: At the open of escrow, the Good Faith
Deposit of $25,000 shall be deposited with the escrow company by Agency, if
so requested by Developer pursuant to Section 1.06 hereof. The full amount
of the Disposition Price, including any amount of the Good Faith Deposit
credited against the Disposition Price, shall be paid in cash by Developer
not later than three days prior to the close of escrow to escrow company.
Developer and Agency shall, subject to the provisions of Section 6.04,
proceed under this Agreement to acquire, construct and develop on the Site
improvements required to be provided by the Developer in the Scope of
Development attached to this Agreement as Exhibit "E" (the Developer
Improvements") in accordance with the "Schedule of Performance" attached
hereto as Exhibit "B."
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In order to make harmonious use of the Site together with adjacent par-
cels, the parties recognize that there shall be reserved over the Site an
easement for the benefit of the Burdened Property (the "Reserved
Easement"), all as more particularly described in the Grant Deed attached
hereto as Exhibit "C," and that there shall be granted an easement over a
portion of the Burdened Property for the benefit of the Site. all as more
particularly described in the Grant Deed (the "Granted Easement"). The
Burdened Property is that certain property described on Exhibit "A-3"
hereto and is subject to certain covenants and conditions set forth in the
Grant Deed for the benefit for the Site.
Section 2.03 Escrow
Agency agrees to open an escrow ("Escrow") with Chicago Title Insurance
Company ("Title Company") or any other escrow company ("Escrow Agent")
approved by Agency and Developer, as escrow agent in California, within the
time established in the "Schedule of Performance". The escrow described in
thi s Sect i on 2.03 shall be referred to as "Escrow," and the conveyance pro-
vided for in this Section 2.03 shall be referred to as the "Agency
Conveyance." Escrow Agent shall accompl i sh the recordation of the Grant
Deed attached to this Agreement as Exhibit "C" and the Memorandum Option to
Repurchase attached to this Agreement as Exhibit "D," all as more par-
ticularly set forth herein. This Agreement constitutes the joint escrow
instructions of Agency and Developer and a duplicate original of this
Agreement shall be delivered to Escrow Agent upon the opening of Escrow.
Agency and Developer shall provide such additional escrow instructions as
shall be necessary and consistent with this Agreement. Escrow Agent is
hereby empowered to act under this Agreement and shall carry out its duties
as Escrow Agent hereunder.
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(A) Deposits by Developer into Escrow
(1) Oeveloper shall deposit the Disposition Price with
Escrow Agent in accordance with the provisions of Section 2.02 of this
Agreement.
(2) Developer shall deposit with Escrow Agent the following
documents, fees, charges, and costs promptly after Escrow Agent has
notified Developer of the amount of such fees, charges, and costs, but not
earlier than ten (10) days prior to the scheduled date for the close of
Escrow:
(a) One-half of the Escrow fee;
(b) The portion of the premium for the title insurance
policy to be paid by Developer as set forth in
this Agreement:
(c) Taxes and assessments prorated as hereinafter set
forth: and
(d) The Memorandum Option to Repurchase in substan-
tially the form set forth as Exhibit "C" hereof.
(B) Deposits by Agency into Escrow
(1) Agency shall timely and properly execute, acknowledge
and deliver (a) the Grant Deed substantially in the form attached hereto as
Exhibit "D" into Escrow, conveying to Developer title to the Site in accor-
dance with the requirements of this Agreement; and (b) an estoppel cer-
tificate certifying that Developer has completed all acts (except deposit
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of Disposition Price) necessary to entitle Developer to such conveyance, if
such be the fact; and (c) the Memorandum Option to Repurchase described in
Section 5.06 into Escrow.
(2) Agency shall pay into Escrow to Escrow Agent, the
following fees, charges, and costs promptly after Escrow Agent has notified
Agency of the amount of such fees, charges, and costs, but not earlier than
ten (10) days prior to the scheduled date for close of Escrow.
(a) One-half of the Escrow fee:
(b) Any State, County, or City Documentary Stamps:
(c) All Transfer Taxes;
(d) Cost of drawi ng the Deed:
(e) Recording fees;
(f) Notary fees;
(g) The portion of the premi um for the title insurance
policy to be paid by Agency as hereinafter set
forth in this Agreement:
(h) Taxes and assessments prorated as hereinafter set
forth.
(C) Responsibilities of Escrow Agent
Escrow Agent shall record the Grant Deed and the Memorandum Option to
Repurchase when all conditions to the close of Escrow have been fulfilled,
title can be vested in Developer in accordance with the terms and provi-
sions of this Agreement and the Title Company is prepared to issue a title
insurance policy in accordance with the terms of this Agreement. Escrow
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.
Agent shall buy, affix and cancel any transfer stamps required by appli-
cable law, and pay any transfer tax required by law. Any insurance poli-
cies governing the Site are not to be transferred.
(1) Escrow Agent is authorized to:
(a) Disburse funds and deliver the Grant Deed and other
documents to the parties entitled thereto when the
Conditions to Close Escrow have been fulfilled by
Agency and Developer: and
(b) Record any instruments delivered through Escrow if
necessary or proper to vest title in Developer in
accordance with the terms and provisions of.this
Ag reement.
All funds received in Escrow shall be deposited by Escrow Agent
with other Escrow funds of Escrow Agent in a general escrow account or
accounts with any State or National bank doing business in the State of
California. Such funds may be transferred to any other such general escrow
accounts or accounts. All prorations shall be made on the basis of a
30-day month and a 360-day year.
(D) Conditions to Close of Escrow
Close of Escrow and the obligation of any party to purchase or sell
property pursuant to this Agreement is conditioned upon:
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(1) Written approval of Chrysler Motors Corporation
("Chrys I er") or such other manufacturer of automoblles
as may be selected by the Developer pursuant to Section
4.01 hereof for the placement at the Site of a
Chrysler-Plymouth Motors ("Plymouth") or other
dealership (as allowed by Section 4.01 hereof) and the
receipt by Agency of satisfactory evidence thereof:
which approval shall be unconditional or subject only to
such conditions as are approved in writing by Agency:
and
(2) Receipt by Agency of satisfactory evidence that:
(a) there are no motor vehicle dealerships within a ten
(10) mile radius of the Site (the "Relevant Market
Area") where the Plymouth or such other line-make
as selected by the Developer pursuant to Section
4.01 hereof, is represented:
or
(b) Developer has notified the New Motor Vehicle
Board and any franchisee of Chrysler in the
Plymouth or such other line-make within such ten
(10) mile radius of the proposed new franchise and
no protest was filed with the New Motor Vehicle
Board within 20 days of such franchisee's receipt
of such notice or within any permitted 10-day
extensions of time to file a protest; or
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I
(c) Any protest filed by a franchisee with the New
Motor Vehicle Board has been overruled by the
Board and such decision overruling the protest has
become final and no longer subject to appeal.
(3) The fulfillment of items 1 through 10 of the Schedule of
Performance; and
(4) Developer's written approval of title as hereinafter
described in Section 2.06 and the issuance of a title
insurance commitment as hereinafter described in Section
2.08: and
(5) Developer's written approval of the soil conditions
of the Site as hereinafter described in Section 2.12;
(6) Developer's satisfaction that no Hazardous Substance, as
hereinafter defined, was disposed of, on, in, or at the
Site; which satisfaction may be based in whole or in
part on Developer's inquiry into the previous ownership
and use of the Site as hereinafter described in Section
2.12:
(7) Receipt by Developer of all governmental permits and
approvals necessary for the development of the Site of a
Full-Service Automobile Dealership and the granting of
such permits and approvals having become final and no
longer subject to appeal, provided, however, that
Developer need not have secured a building permit for
the auto showroom to be constructed on the Site prior to
and as a condition to close of escrow:
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(8) Receipt by Agency of all governmental permits and appro-
vals necessary for the work to be performed by Agency
pursuant to Section 3.01 and the granting of such
permits and approvals having become final and no longer
subject to appeal;
(9) Approval by Agency of all of Developer's plans, specifi-
cations and drawings required to be approved by Agency
pursuant to this Agreement:
(10) The zoning of the Site has not been changed from "cc"
and no proceeding or other action has been commenced to
change the zoning of the Site or the uses permitted in
the "cc" zoning classification.
The foregoing items (1) through (10) -are hereinafter referred to as the
"Conditions to Close of Escrow."
Any amendment of these escrow instructions shall be in writing and
signed by both Agency and Developer. At the time of any amendment, Escrow
Agent shall agree to carry out its duties as Escrow Agent under such amend-
ment.
All communications from Escrow Agent to Agency or Developer shall be
directed to the addresses and in the manner established in this Agreement
for notices, demands, and communications between Agency and Developer.
Liability of Escrow Agent under this Agreement is limited to perfor-
mance of the obligations imposed upon it under this Article II.
Neither Agency nor Developer shall be liable for any real estate com-
missions, brokerage fees, or finders fees which may arise herefrom. Agency
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and Developer each represent to the other that it has engaged no broker,
agent, or finder in connection with this transaction, and each agrees to
defend and hold the other harmless with respect to any claims for such com-
missions or fees made through the indemnifying party.
If Escrow has not closed within 180 days after the signing of this
Agreement, either party not in breach is its obligations under this
Agreement may, in writing, terminate this Agreement and demand the return
of its money, papers, or documents.
In the event of termination, Agency would sustain damages by reason
thereof which would be uncertain. Such damages would involve such variable
factors as the delay or frustration of tax revenues therefrom to City and
Agency, the delay or failure of Agency to further the implementation of the
Redevelopment Plan, and loss of opportunity to engage in other potential
transactions, resulting in damage and loss to Agency. It is impracticable
and extremely difficult to fix the amount of such damages to Agency, but
the parties are of the opinion, upon the basis of all information available
to them, that such damages would approximately equal the amount of the Good
Faith Deposit (with any interest thereon), and such amount shall be
retained by Agency upon termination as the total of all liquidated damages
for any and all such defaults and not as a penality. In the event that
this paragraph should be held by a court of law to be void for any reason,
Agency shall be entitled to the full extent of damages otherwise provided
by law.
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Developer and Agency specifically acknowledge and accept this
liquidated damages provision by their signatures below:
DEVELOPER
AGENCY
If the Agreement has not sooner been terminated and Developer has
completed all of its undertakings required pursuant to this Agreement, the
Good Faith Deposit shall be returned upon completion of Developer
Improvements, as reasonably determined by Agency.
Section 2.04 Delivery of Possession
Possession shall be delivered to Developer concurrently with the con-
veyance of title, except that limited access may be permitted before con-
veyance of title as permitted in this Agreement.
Section 2.05 Form of Grant Deed
Agency shall convey to Developer title to the Site by grant deed
substantially in the form of the Grant Deed attached to this Agreement as
Exhibit "D" hereof.
Section 2.06 Condition of Title
Agency shall convey to Developer fee simple merchantable title to the
Site free and clear of all recorded or unrecorded liens, encumbrances,
assessments, leases and taxes except those which are set forth as excep-
tions to coverage on the ALTA extended coverage preliminary title report
that is issued by Title Company covering the Site (the "ALTA Title Report")
and are approved by Developer ("Permitted Exceptions"). Agency shall
deliver the ALTA Title Report and copies of all instruments referred to
therein to Developer on or before execution of this Agreement by Agency.
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Agency shall also deliver to Developer a CLTA Title Report (the "CLTA Title
Report") with respect to the Burdened Property and copies of all instru-
ments referred to therein on or before execution of this Agreement by
Agency. Developer shall review the condition of title to the Site and
shall not unreasonably withhold its approval as to any matters which do not
restrict the development or use of the Site as comtemplated by this
Agreement. Developer shall deliver to Agency its approval or disapproval
of the condition of title within forty-five (45) days of Developer's
receipt of the ALTA Title Report and the CLTA Title Report and such copies.
If Developer disapproves the title, Agency shall have until thirty (30)
days from the date of receipt of Developer's disapproval of title to either
agree to cure the title or terminate this Agreement. If Agency elects to
cure, such cure shall be by causing the disapproved item to be eliminated
as a matter which affects title.
Section 2.07 Time for and Place of Delivery of Deed
Subject to any mutually agreed upon extension of time, Agency shall
deposit the Grant Deed with Escrow Agent on or before the date established
for the conveyance of the Site in the Schedule of Performance.
Section 2.08 Payment of Disposition Price and Recordation of Grant Deed
Developer shall deposit the Disposition Price with Escrow Agent not
less than three days prior to the date set forth in the Schedule of
Performance for Agency Conveyance, provided that Escrow Agent shall have
notified Developer in writing that the Grant Deed properly executed and
acknowledged by Agency, has been delivered to Escrow Agent. that the Agency
has paid into escrow all amounts requried to be paid by it in accordance
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with the provisions of this Agreement and provided that all other
.
Conditions to Close of Escrow pursuant to Section 2.03(D) of this Agreement
have been fulfilled. When the Conditions to Close of Escrow pursuant to
this Agreement have been fulfilled, Escrow Agent shall remit the
Disposition Price to Agency and concurrently therewith, shall issue to
Developer a title insurance policy with a 116.1 endorsement (such
endorsement to refer to an ALTA survey prepared for and approved by
Developer) and an unqualified 124.1 endorsement as to the covenants and
conditions contained in the Grant Deed with respect to the Burdened
Property, subject only to these matters in the CLTA Title Report approved
by Developer insuring title in conformity with this Agreement and shall
promptly file the Grant Deed and the Memorandum Option to Repurchase for
recordation among the land records in the Office of the County Recorder for
San Diego County.
Section 2;09 Title Insurance
Concurrently with recordation of the Grant Deed conveying title to the
Site, Developer shall be entitled to receive an ALTA extended coverage
title insurance policy in the amount of the Disposition Price issued by
Title Company with 116.1 and 124.1 endorsements as described in Section
2.08, insuring that the title is vested in Developer in accordance with the
approved ALTA Title Report and the approved CLTA Title Report. Title
Company shall provide Agency with a copy of the title insurance policy.
Agency, as of the Agency Conveyance, shall be entitled to receive and
shall pay only for that portion of the title insurance premium attributable
to, a C.L.T.A. standard form pOlicy of title insurance in the amount of the
Disposition Price. Developer shall pay for all other premiums for title
insurance coverage or special endorsements.
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Section 2.10 Taxes and Assessments; Liens and Other Encumbrances
Ad valorem taxes and all other property taxes and assessments, if any,
shall be prorated as of the close of Escrow based on a 3D-day month and a
360-day year. Allocation of taxes to the Site if a part of a larger tax
parcel shall be based upon surface area of land covered by the tax bill,
excluding the value of any improvements. Prior to the issuance of a
Certificate of Completion pursuant to this Agreement, Developer shall not
place on the Site or any part thereof, any mortgage, deed of trust,
encumbrance or lien unless approved in writing by Agency not less than
fifteen (15) days prior to the recordation of any such mortgage, deed of
trust, encumbrance or lien. Agency agrees not to unreasonably withhold any
approval of any encumbrance or lien necessary to finance the construction
of Developer Improvements on the Site. Agency further agrees to give its
approval to any conveyance for purposes o~-financing Developer Improvements
on the Site or the permanent financing thereof so long as the entity pro-
posing to provide the financing is a responsible financial or lending
institution, as determined in the reasonable judgement of Agency.
Developer shall remove or have removed any levy or attachment made on any
of the Site or any part thereof, or assure the satisfaction thereof within
a reasonable time but in any event prior to a sale thereunder.
Section 2.11 Occupants of the Site
The Site shall be conveyed free of any possession or right of
possession except that of Developer and the easements of record.
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Section 2.12 Condition of the Site
Agency assumes no responsibility for any demolition and clearance
of the Site. Agency makes no representations or warranties concerning
the Site, its suitability for the use intended by Developer, or the
surface or subsurface conditions of the Site. If the soil or other surface
or subsurface conditions of the Site are not in all respects entirely
suitable for the use or uses to which the Site will be put as of the con-
veyance of the Site, then it is the sole responsibility and obligation of
Developer to take such action as may be necessary to place the Site in a
condition entirely suitable for the development of Developer Improvements.
After the close of Escrow, Developer agrees to indemnify and defend
City and/or Agency for any future claims which may be asserted against
City and/or Agency under the Comprehensive Environmental Response and
Compensation and Liability Act; as amended, (42 U.S.C. S9601 et. ~.)
("CERCLA") and/or any other remedial environmental legislation which claims
are based on the fact that City or Agency held title to the Site.
Section 2.13 Preliminary Work by Developer
Prior to the conveyance of title, representatives of Developer shall
have the right of access to the Site at all reasonable times for the pur-
pose of obtaining data and making surveys and tests, including soils tests,
necessary to carry out this Agreement. Developer shall have access to all
data and information on the Site available to Agency.
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ARTI CLE I II
PREPARATION AND DEVELOPMENT OF THE SITE
Section 3.01 Development of the Site by Developer
(A) Scope of Development
The Site shall be developed by Developer within the limitations
established in the Scope of Development and in accordance with the Schedule
of Performance. Developer acknowledges that the foregoing sentence is not
by inference a waiver by Agency on behalf of City of the requirements of
the poway Municipal Code. Developer shall promptly begin and thereafter
diligently prosecute to complete the construction of Developer
Improvements. with all construction commencing and being completed within
the time specified therefor in the Schedule -of Performance. All construc-
tion and acquisition of Developer Improvements shall be done in accordance
with the Poway Municipal Code, the Specified Plan relating to the Site and
the Redevelopment Plan. Developer shall develop on the Site a building or
buildings of approximately 20 thousand square feet of gross leasable area,
suitable for operation of a Full-Service Automobile Dealership, as defined
in the Scope of Development. The Developer Improvements shall be
constructed on the Site in one phase. Developer agrees to commence
construction not later than two (2) years from the date of execution hereof
and cause the Full-Service Automobile Dealership to be fully operational
not later than three (3) years from the date of execution hereof.
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(B) Drawings and Related Documents
By the respective times set forth therefor in the Schedule of
Performance attached as Exhibit B, the Developer shall submit to the Agency
for its approval Basic Concept (Schematic) Plans, Preliminary Plans,
including landscaping and finish grading plans, and full Final Construction
(Working) Drawings and related documents containing the overall plan for
development of the Site substantially in accordance with the Scope of
Development. The Site shall be developed as established in this Agreement
and all such construction, plans and documents, except as changes may be
mutually agreed upon between the Developer and the Agency. Any such
changes shall be within the limitations of the Scope of Development.
During the preparation of all drawings and plans, Developer and Agency
shall hold regular progress meetings to coordinate the preparation of, sub-
mission to, and review of construction plans and related documents by
Agency. Agency and Developer shall communicate and consult informally as
frequently as is necessary to ensure that the submittal of any construction
documents to Agency can receive prompt consideration.
(C) Agency Approval of Plans, Drawings and Related Documents
Subject to the terms of this Agreement, Agency shall have the
right of architectural review of all plans and submissions described in
Section 3.01(B) of this Agreement, including any changes therein.
Agency shall approve or disapprove the plans, drawings and
related documents referred to in Section 3.01(B) of this Agreement within
30 days of receipt thereof, unless a different time period is specified in
the Schedule of Performance. Any disapproval shall state in writing the
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reasons for disapproval and the changes which Agency requests be made.
Such reasons and such changes must be consistent with the Scope of
Development and any itemswpreviously approved hereunder by Agency. In
the event the Developer does not approve the changes proposed by Agency,
Developer shall have the right to either terminate this Agreement, or sub-
mit proposed changes to Agency. If Agency and Developer fail to agree upon
the plans, drawings, or related documents, either party shall have the
right to terminate this Agreement.
(D) Cost of Construction
Costs of developing ,the Site and constructing all of Developer
Improvements thereon shall be borne by Developer other than those costs
specifically identified in this Agreement as the responsibility of Agency.
(E) Schedule of Performance
After the conveyance of title to the Site. Developer shall, in
accordance with the Schedule of Performance, construct Developer
Improvements and develop the Site. Developer shall begin and complete all
construction and development within the times specified in the Schedule of
Performance subject to the provisions of Section 6.04.
(F) Indemnification; Bodily Injury and Property Damage Insurance
Developer shall defend, assume all responsibility for and hold Agency,
its officers and employees, harmless from, all claims or suits for and
damages to, property and injuries to persons, including accidental death
(including attorneys' fees and costs), which may be caused by any of
Developer'S activities under this Agreeement, whether such activities or
performance thereof be by Developer or anyone directly or indirectly
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employed or contracted with by Developer and whether or not such damage
shall accrue or be discovered before or after termination of this
Agreement. Developer shall take out, for the period eommencing with the
date of the signing of this Agreement and ending upon issuance of a
Certificate of Completion under this Agreement a comprehensive liability
policy. including contractual liability, as shall protect Developer, City
and Agency from claims for such damages and naming City and Agency as addi-
tional insurreds under the policy in the following amounts:
Bodily Injury Liability
$ 500,000 each person
$2,000,000 aggregate
Property Damage Liability
$ 5DO;000 each occurrence
Any insurance required of Developer hereunder may be carried under
a blanket pOlicy or policies maintained by Developer or Developer's
subsidiaries or affiliates and with such deductible provisions acceptable
to Developer, provided that such blanket policy complies with this
Section 3.01(F), and such deductible provisions shall not reduce
Developer's obligations to Agency.
Developer shall furnish a certificate of insurance counter signed by an
authorized agent of the insurance carrier on a form of the insurance
carrier setting forth the general provisions of the insurance coverage.
This countersigned certificate shall name City and Agency as additional
insureds under the policy. The insurance coverage provided hereunder shall
be primary insurance and not contributing with any insurance maintained by
Agency or City, and the policy shall contain such an endorsement. The
insurance pOlicy or the certificate of insurance shall contain a waiver of
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subrogation for the benefit of City and Agency. The certificate by the
insurance carrier shall contain a statement of obligations on the part of
the carrier to notify City and Agency of any material change, cancellation
or termination of the coverage at least thirty (30) days in advance of ter-
mination. Developer shall deliver the required certificate prior to com-
mencement of any development, activities on Site by Developer, including
any activities commenced in accordance with Section 2.12 hereof. Developer
shall also furnish or cause to be furnished to Agency evidence satisfactory
to Agency that any contractor with whom Developer has contracted for the
performance of any work on the Site or otherwise pursuant to this Agreement
carries worker's compensation insurance as requried by law.
(G) City and Other Governmental Agency Permits: Parcel Map
Prior to the close of Escrow Developer-shall, at Developer's expense,
apply in compliance with the Poway Municipal Code for any and all approvals
and permits which may be required by City or any other governmental agency
necessary for the Developer Improvements to be constructed by Developer as
contemplated by this Agreement. Developer agrees to (A) apply to the City
for, and use its best efforts to secure, an extension of the conditional
use permit applicable to the Dodge automobile dealership operated by it on
the parcel adjacent to the Site, and to secure such permit prior to com-
mencing operations on the Site, and (B) not later than the date upon which
the Developer secures building permits for construction of the automobile
showroom, to apply for and secure a conditional use permit applicable to
the Site. In the event the issuance of any approvals or permits is subject
to conditions or fees imposed by the City or other governmental agency,
Developer shall have the right to disapprove such conditions or fees and
terminate this Agreement.
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(H) Rights of Access
Representatives of Agency and City shall have the reasonable right of
access to the Site without charges or fees, at normal construction hours
during the period of construction for the purposes of this Agreement,
including but not limited to the inspection of the work being performed in
constructing improvements. Such representatives of Agency or City shall be
those who are so identified in writing to Developer by the Executive
Director of Agency.
(I) Applicable Laws
Developer shall carry out the construction of the improvements in
conformity with applicable laws.
(J) Antidiscrimination During Construction
Developer for itself and its successors and assigns. agrees that in
the construction of Developer Improvements provided for in this Agreement,
Developer will not discriminate against any employee or applicant for
employment because of race, color, creed, marital status, religion, age,
handicap, sex, ancestry or national origin.
Section 3.02 Use of Interim Showroom
Developer agrees that, prior to completion of Developer Improvements
and upon receipt by Developer of all manufacturer and/or line-make permits
and all governmetal permits authorizing Developer to sell automobiles on
the Site, Developer shall use his existing Dodge Dealership showroom adja-
cent to the Site for the sale of Plymouth automobiles. Agency agrees that
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Developer shall be permitted, subject to receipt of any necessary City per-
mits, to use and operate a mobile unit on the Site as a temporary
sales/administrative office for a period of not to exceed three years; pro-
vided, however, that Developer shall, in all events, comply with the
Schedule of Performance attached hereto as Exhibit B.
Section 3.03 Taxes, Assessments, Encumbrances and Liens
Developer shall pay when due all real estate taxes and assessments
assessed and levied for any period subsequent to a conveyance of title to
Developer which arise from any action of Developer. Developer shall not
place or allow to be placed on the Site any mortgage, trust deed,
encumbrance or lien unauthorized by this Agreement. Nothing herein con-
tained shall be deemed to prohibit Developer from contesting the validity
or amounts of any tax assessment, encumbrance or lien, nor to limit the
remedies available to Developer in respect thereto.
Covenants of Developer set forth in this Section shall remain in
effect only until a Certificate of Completion of construction has been fur-
nished as hereinafter provided.
Section 3.04 Restrictions on Transfer of Site, the Buildings or
Structures and Assignment of Agreement
Prior to the recordation by Agency of a Certificate of Completion
of construction, as provided hereinafter, Developer shall not, except
as permitted by this Agreement, sell, transfer, convey, assign or lease the
whole or any part of the Site or the buildings or structures on the Site
without the prior approval of Agency: Developer shall have the right to
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lease or sell the Site to any Plymouth dealer, provided however Developer
receives approval of Agency. After the recordation of a Certificate of
Completion of construction, but prior to the expiration of the IS-year
covenant pursuant to Section 4.01 of this Agreement, Developer shall
obtain written Agency approval prior to the sale or lease of the Site to
any person or entity other than a Plymouth dealer or other dealer approved
by the Developer pursuant to Section 4.01 hereof. The above-described pro-
hibition shall also not be deemed to prevent the granting of easements or
permits to facilitate the development of the Site or any transfer or lease
of the Site to an entity affiliated with Developer.
In the absense of specific written agreement by Agency when required by
this Agreement or except as otherwise expressly provided in this Agreement,
no such transfer, assignment or approval by Agency shall be deemed to
relieve Developer or any other party fronf'~a:riy obligations under this
Agreement.
Section 3.05 Right of Agency to Satisfy Other Liens on the Site
After Title Passes
After the conveyance of title and prior to the recordation of a
Certificate of Completion for construction and development of the Site, and
after Developer has had a reasonable time to challenge, cure or satisfy any
liens on the Site, Agency shall have the right to satisfy any such liens,
provided, however, that nothing in this Agreement shall require Developer
to payor make provision for the payment of any tax, assessment, lien or
charge so long as Developer in good faith shall contest the validity or
amount thereof, and so long as such delay in payment shall not subject the
Site to forfeiture or sale.
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Section 3.06 Certificate of Completion
After completion of all construction and development to be completed by
Developer upon the Site, Agency shall furnish Developer with a Certificate
of Completion substantially in the form of the Certificate of Completion
attached hereto as Exhibit "F," upon written request therefore by
Developer. Agency shall not unreasonably withhold any such Certificate of
Completion. Such Certificate of Completion shall be, and shall so state, a
conclusive determination of satisfactory completion of construction
required by this Agreement to be performed by Developer upon the Site, of
full compliance by Developer with the terms hereof. After issuance of such
Certificate of Completion, any party then owing or thereafter purchasing,
leasing or otherwise acquiring any interest therein shall not (because of
such ownership, purchase, lease or acquisition) incur any obligation or
liability under this Agreement.
A Certificate of Completion of construction for the entire improvement
and development of the Site shall be in such form as to permit it to be
recorded in the Recorder's Office of San Diego County.
If Agency refuses or fails to furnish a Certificate of Completion
for the Site after written request from Developer, Agency shall, within
thirty (30) days of the written request, provide Developer with a written
statement of the reasons Agency refused or failed to furnish a Certificate
of Completion. The statement shall also contain Agency's opinion of the
action Developer must take to obtain a Certificate of Completion. If
Agency shall have failed to provide such written statement within said
thirty (30) day period, Developer shall be deemed entitled to the
Certificate of Completion. If City issues a Certificate of Occupancy
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covering the Site, Agency shall be obligated to issue the Certificate of
Completion. In the event Agency does not deliver the Certificate of
Completion to Developer and Developer believes that it has fulfilled all of
the requirements for delivery of the Certificate of Completion, either
party may institute and maintain any appropriate action or proceeding which
it deems necessary to assert or enforce its rights or remedies hereunder.
Such Certificate of Completion shall not constitute evidence of
compliance with or satisfaction of any obligation of Developer to any
holder of a mortgage, or any insurer of a mortgage securing money loaned to
finance the improvements, or any part thereof. Such Certificate of
Completion is not notice of completion as referred to in the California
Civil Code, Section 3093.
ARTICLE IV
USE OF THE SITE
Section 4.01 Uses
For 15 years from the close of Escrow, the Site may only be used for
the construction and operation of a Plymouth dealership franchise or such
other automobile dealership franchisees) as may be approved in writing by
Developer and Agency, to sell new and used vehicles and automobile service
facilities and for uses incidental thereto. The Agency agrees that it
shall not withhold its consent to any automobile dealership francise pro-
posed by the Developer so long as said franchise is a nationally recognized
manufacurer of automobiles.
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Section 4.02 Obligation to Refrain From Discrimination
Developer covenants by and for itself, and any successors in interest,
that there shall be no discrimination against or segregation of any person,
or group of persons, on account of sex, race, color, religion, creed, mari-
tal status, handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy tenure or enjoyment of the Site, nor
shall Developer itself or any person claiming under or through it establish
or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees of the Site. The
foregoing covenants shall run with the land.
Section 4.03 Form of Nondiscrimination and Nonsegregation Clauses
Developer shall refrain from restricting the rental, sale or lease
of the Site on the basis of sex, race, color, creed, religion, marital sta-
tus, ancestry or national origin of any person. All such deeds, leases or
contracts shall contain or be subject to substantially the following non-
discrimination or nonsegregation clauses:
(A) In deeds: "The grantee herein covenants by and for himself,
his heirs, executors, administrators and assigns, and all
persons claiming under or through them, that there shall be
no discrimination against or segregation of, any person or
group of persons on account of sex, race, color, creed, reli-
gion, marital status, handicap, national origin or ancestry
in the sale, lease, sublease, transfer, use, occupancy,
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43 of 84
SF.P 4 1990 M!eM 4.1
44 of 84
tenure or enjoyment of the land herein conveyed, nor shall
the grantee himself or any person claiming under or through
him, establish or permit any such practice or practices of
discrimination or segregation with reference to the selec-
tion, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the land herein con-
veyed. The foregoing covenants shall run with the land."
(B) In leases: "The lessee herein covenants by and for himself,
his heirs, executors, administrators and assigns, and all
persons claiming under or through him, and this lease is made
and accepted upon and subject to the following conditions:
That there shall be no discrimination against or segregation
of any person or group of persons on account of sex, race,
color, creed national origin or ancestry, in the leasing,
subleasing, transferring, use, or enjoyment of the land
herein leased nor shall the lessee himself, or any person
claiming under or through him, establish or permit any such
practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occu-
pancy, of tenants, lessees, sublessees, subtenants or vendees
in the land herein leased."
(C) In contracts: "There shall be no discrimination against or
segregation of, any person, or group of persons on account of
sex, race, color, creed, religion, marital status, handicap,
national origin or ancestry in the sale, lease, sublease,
-35-
SEP 4 1990 lTEM i.i
transfer, use, occupancy, tenure or enjoyment of the land,
nor shall the transferee himself or any person claiming under
or through him, establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the land."
Section 4.04 Maintenance
Developer shall maintain Developer Improvements on the Site and the
landscaping and grounds of the Site in good condition and shall keep those
areas free from any accumulation of debris or waste materials. Developer
shall be responsible for the enforcement of maintenance on the Site,
including parking lots, lighting, trash enclosures and other common facili-
ties. Issuance of a Certificate of Compli!tfon by Agency shall not effect
Devefoper's obligations under this Section.
If at any time, Developer fails to maintain said landscaping and
grounds and said condition is not corrected after expiration of thirty (30)
days from the date of written notice from Agency to Developer, Agency may
(but shall not be obligated to) perform the necessary landscape and grounds
maintenance and Developer shall pay such costs as are reasonably incurred
for such maintenance.
Section 4.05 Effect and Duration of Covenants
Covenants against discrimination shall remain in perpetuity.
Developer, and any successor to Developer, shall only be responsible for
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45 of 84
SEP 4 1990 iTEM 4.\
and liable for the performance of the provisions of Sections 4.01, 4.02,
4.03 and 4.04 and the provisions of the Grant Deed as hereinafter defined
during such period of time as it shall be the owner of the Site.
ARTICLE V
DEFAULTS, REMEDIES AND TERMINATION
Section 5.01 Defaults - General
Subject to the extensions of time set forth in Section 6.04, the
following shall constitute an event of default under this Agreement (an
"Event of Default"): (a) any representation of Developer under Section
1.04 of this Agreement shall, prior to the issuance of the Certificate of
Completion become untrue or false, or shall be determined by the Agency to
have been false or untrue when made, or (b) failure or delay by either
party to perform any term or provision of this Agreement. The injured
party shall give written notice of the Event of Default to the party in
default, specifying the default complained of by the injured party.
Defaulting party shall have 30 days from the date it receives notice of
default in which to cure such Event of Default; provided, however, that if
such Event of Default is not capable of being cured within such time
period, if defaulting party has made a good faith effort to commence to
cure such Event of Default within such time period and is diligently
proceeding to cure such Event of Default, defaulting party shall have a
reasonable period of time within which to complete its cure of such Event
of Default. If such Event of Default is not cured or is not capable of
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46 of 84
sr:p <1 1990 HEM
iJ.
,,\
being cured within 30 days or defaulting party has not commenced to cure
such Event of Default within 30 days as described hereinabove, the injured
party may exercise such further rights and remedies as are provided for
herein.
Any failure or delay by either party in asserting any of its rights or
remedies as to any Event of Default shall not operate as a waiver of any
Event of Default or of any such rights or remedies or deprive such party of
its right to institute and maintain any actions or proceedings which it may
deem necessary to protect, assert or enforce any such rights or remedies.
Section 5.02 Institution of Legal Actions
In addition to any other rights or remedies, either party may institute
a legal action to cure, correct or remedy__a~y Event of Default, to recover
damages for any Event of Default or to obtain any other remedy consistent
with the purpose of this Agreement.
Section 5.03 Selection of Form
Any legal action instituted pursuant to Section 5.02 hereof or other-
wise. must be instituted in the Superior Court of the County of San Diego,
State of California, in an appropriate municipal court in such county, or
in the federal district court for the Southern District of California.
Section 5.04 Rights and Remedies are Cumulative
Rights and remedies of the parties, including any right to terminate
this Agreement, are cumulative. and the exercise by either party of one or
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47 of 84
SEP 4 1990 ITEM 4,1
more of such rights or remedies shall not preclude the exercise by it, at
the same time or different times, of any other rights or remedies for the
same Event of Default or any other Event of Default by the other party.
Nothing set forth in this Agreement shall be construed to impair or affect
the rights or obligations of Agency or Developer to specific performance.
Section 5.05 Remedies and Rights of Termination Prior to Conveyance
(A) Termination by Developer
In addition to Developer's rights to terminate this Agreement
as otherwise provided herein, Developer shall also have the right to
terminate this Agreement prior to the close of Escrow in the event that
Agency commits an Event of Default. In the event Agency commits an
Event of Default prior to the close of Escrow and fails to cure such Event
of Default within thirty (30) days after the receipt by Agency of written
demand by Developer, then this Agreement shall, at the option of Developer,
be terminated by written notice thereof to Agency, provided, however, the
exercise by Developer of its right to terminate the Agreement shall not
preclude the exercise by it of any other rights or remedies available at
law or in equity.
(B) Termination by Agency
Should Developer commit an Event of Default prior to close of
Escrow and fails to cure such Event of Default within thirty (30) days
after the receipt by Developer of written demand by Agency, then the
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48 of 84
SEP 4 1990 ITEM ~,I
Agreement and any rights of Developer or any assignee or transferee per-
taining thereto or arising therefrom with respect to Agency shall, at the
option of Agency, be terminated by Agency by written notice thereof to
Developer; provided, however, the exercise by Agency of its right to ter-
minate this Agreement shall not preclude the exercise by it of any other
rights or remedies available at law or in equity. Termination under this
section shall not impair Agency's right to retain the Good Faith Deposit
pursuant to Section 1.06 of this Agreement.
Section 5.06 Option to Repurchase, Re-enter and Repossess
Agency shall have the right at its option to repurchase, re-enter
and take possession of the Site, prior to the recordation of the
Certificate of Completion, subject to th~~.rovisions of Section 6.04, if
Developer (or its successors in interest) transfers the Site or any
interest therein, without the approval of the Agency as required hereby, or
transfers or assigns its interest in this Agreement, without the approval
of the Agency as required hereby, or fails to commence and complete
construction of Developer Improvements contemplated by this Agreement in
accordance with the Schedule of Performance. Agency shall have the right
to repurchase, re-enter and take possession of the Site under this Section
5.06 only after delivering to the Developer thirty (30) days written notice
of Agency's intent to exercise its rights under this Section and
Developer's failure to commence construction or complete construction
within such 30-day period, as the case may be. The purchase price for the
repurchase of the Site by Agency shall be an amount equal to the sum of the
Disposition Price, plus the amount expended by Developer for construction
of any improvements on the Site,
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49 of 84
SEP 4 1990 ITEM ~,I
including architects and engineering fees as verified by the Developer to
the Agency by invoices of other evidence of cost.
The right to repurchase, re-enter and take possession of the Site shall
not be subject to or limited by and shall not be defeated, rendered invalid
or limited by: (a) any mortgage or deed of trust or other security
interest: so long as the secured loan documents provide that any default
under this agreement shall also be a default under such loan documents and
so long as, in the event of such cross-default, such secured lender pro-
ceeds to either complete the improvements on the Site or to exercise its
remedies under the loan documents with due diligence to foreclose the lien
on the Site and re-sell the Site; or (b) any rights or interests pro-
vided for the protection of the holders of any mortgage or deed of trust or
other security interest.
In the event title to the Site or any part thereof is revested in
Agency as provided in this Section, Agency shall, pursuant to its respon-
sibilities under law, use its best efforts to resell the Site or any part
thereof as soon and in such manner as Agency shall find feasible and con-
sistent with the objectives of law and of the Redevelopment Plan, to a
qualified party or parties, as determined by Agency, who will assume the
obligation of making or completing the improvements or such other improve-
ments in their stead as shall be satisfactory to Agency in accordance with
the uses specified for the Site or part thereof in the Redevelopment Plan.
Upon such resale of the property, the proceeds thereof shall be applied by
Agency: (i) first, to reimburse Agency, on its own behalf or on the behalf
of the City of Poway, for all costs and expenses incurred by the Agency,
including but not limited to, salaries of personnel engaged in the
repossession, management and resale of the Site or any part thereof, less
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SEP 4 1990 ITEM i.1
50 of 84
any income derived by Agency from the Site or part thereof: and all taxes,
assessments and other governmental charges with respect to the Site: any
payments made or necessary to be made to discharge any encumbrances or
liens existing on the Site or part thereof at the time of revesting of
title thereto in Agency or to discharge or prevent from attaching or being
made any subsequent encumbrances or liens due to obligations, defaults or
acts of Developer, its successors or transferees; and any expenditures made
or obligations incurred in respect to the making or completion of Developer
Improvements or any portion thereof on the Site and any amounts otherwise
owed to Agency by Developer. and/or its successor or transferee, and (ii)
second. to reimburse Developer, its successor or transferee, up to the
amount equal to the sum of (a) the Disposition Price paid to Agency by
Developer, for the Site, or allocable to the part thereof: (b) the unreim-
bursed costs incurred for the development of the Site and for Developer
Improvements existing on the Site at the time of re-entry and repossession.
as verified by the Agency by invoices of the Developer not included in the
purchase price upon retaking the Site; less (c) any gains or income
withdrawn or made by Agency from the Site or Developer Improvements
thereon. Any balance remaining after such reimbursement shall be retained
by Agency.
In the event that this right of reverter is construed by a court to
involve a forefeiture of property, the parties agree that this right is to
be interpreted in light of the fact that Agency has conveyed the Site to
Developer for the purpose of development therof and not for speculation in
a developed land.
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SEP 4 1990 ITEM 4.1
51 of 84
ARTICLE VI
GENERAL PROVISIONS
Section 6.01 Notices, Demands and Communications Between Parties
Any notices, demands and communications between Agency and Developer
required or authorized by this Agreement shall be sufficiently given if
hand delivered or dispatched by registered or certified mail, postage paid,
return receipt requested, to the principal offices of Agency and Developer,
but shall not be effective until received. Such written notices, demands
and communications may be sent in the same manner to such other addresses as
either party may from time-to-time desigate by notice as provided in this
Section.
Section 6.02 Conflict of Interest
No member, official or employee of Agency shall have any personal
interest, direct or indirect, in this Agreement nor shall any such member,
official or employee participate in any decision relating to this Agreement
which affects his personal interests or the interests of any corporation,
partnership or association in which he is directly or indirectly
interested.
Developer warrants that it has not paid or given, and will not pay
or give, any third person any money or other consideration for obtaining
thi s Agreement.
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52 of 84
SEP 4 1990 ITEM 4.J
Section 6.03 Nonliability of Officials and Employees
No member, official or employee of Agency shall be personally liable to
Developer, or any successor in interest, in the event of any default or
breach by Agency or for any amount which may become due to Developer or its
successor or on any obligations under the terms of this Agreement.
Section 6.04 Enforced Delay: Extension of Times of Performance
In addition to specific provisions of this Agreement, delay in perfor-
mance by either party hereunder shall be excused where such delays are due
to war: insurrection; strikes; lock-outs: riots; floods; earthquakes:
fires; casualties; acts of God: acts of the public enemy; epidemics;
quarantine restrictions; freight embargos; lack of transportation; govern-
mental restrictions or priority: litigation; unusually severe weather: ina-
bility to secure necessary labor, materials-or tools; delays of any
contractor, subcontractor or supplier: acts of the other party: acts or
failure to act of any public or governmental agency or entity (other than
that, acts or failures to act of Agency shall not excuse performance by
Agency) or any other causes beyond the control or without the fault of
the party Claiming an extension of time to perform. An extension of time
for any such cause shall only be for the period of the enforced delay.
which period shall commence to run from the time of the commencement of the
cause. If, however, notice by the party claiming such extension is sent to
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53 of 84
SE? 4 1990 ITEM 4.\
the other party more than thirty (30) days after the commencement of the
cause, the period shall commence to run only thirty (30) days prior to the
giving of such notice. Times of performance under this Agreement may also
be mutually extended in writing by Agency and Developer.
Section 6.05 Inspection of Books and Records
Agency has the right, upon not less than seventy-two (72) hours
notice, at all reasonable time to inspect the books and records of
Developer pertaining to the Site as pertinent to the purposes of this
Agreement: provided, however, Agency shall not have the right to inspect
any privileged communications between counsel and Developer. The right of
the Agency to inspect such books and records shall be applicable only until
the Agency has issued a Certificate of Completion pursuant to Section 3.06
but shall also be applicable thereafter in the event of any dispute
involving the Agency relating to this Agreement.
Section 6.06 Plans and Data
Should Developer not proceed with the purchase and development of the
Site, and this Agreement is terminated pursuant to Section 5.05 hereof for
any reason, Developer shall deliver to Agency without cost to Agency any
soil reports obtained by Developer and the survey of the Site obtained by
Developer.
Section 6.07 Approvals
Wherever this Agreement requires Agency or Developer to approve any
contract, document, plan, specification, drawing or other matter, such
approval shall not be unreasonably withheld or delayed.
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54 of 84
SEP 4 1990 ITEM 4.1
Section 6.08 Governing Law
This Agreement and the interpretation and enforcement thereof shall be
governed by the laws of the State of California.
ARTICLE VI I
SPECIAL PROVISIONS
Section 7.01 Submission of Documents to Agency for Approval
Whenever this Agreement requires Developer to submit plans, drawings or
other documents to Agency for approval, they shall be deemed disapproved if
not acted on in writing by Agency within thirty (30) days after submission
to Agency, or within any 'longer time period expressly provided by this
Agreement for Agency review.
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55 of 84
SEP 4 1990 ITEM 4. i
ARTICLE VI I I
ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
This Agreement is executed in three (3) duplicate originals each of
which is deemed to be an original.
This Agreement integrates all of the terms and conditions mentioned
herein or incidental hereto and supersedes all negotiations or previous
agreements between the parties with respect to all or any part of the sub-
ject matter hereof.
All waivers of the provisions of this Agreement must be in writing and
signed by the appropriate authorities of Agency and Developer, and all
amendments hereto must be in writing and signed by the appropriate authori-
ties of Agency and Developer.
"DEVELOPER"
"AGENCY"
Bruce A. Carey
By:
Name (Print)
Cha i rman
ATTEST:
Eileen L. Carey
Secretary
APPROVED AS TO FORM
STRADLING, YOCCA, CARLSON & RAUTH
Attorneys for Poway Redevelopment
Agency
By:
Name (Print)
Date:
, 1990
-47-
(6/G/CAREYl - CAREY48)
SEP 4 1990 lTiM 4. j
56 of 84
EXHIBIT A-l
LEGAL DESCRIPTION OF THE SITE
Parcell of Parcel Map No. 15255 in the City of Poway, County of
San Diego, State of California recorded in the office of the County
Recorder of San Diego County on June 6, 1990.
57 of 84
SI::P 4 1990 ITEM 4.1
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58 of 84
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EXHIBIT A-2
SITE MAP
POWA Y RD.
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SEP 4
1990 ITEM
POR710N or po""", '(
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4.1
EXHIBIT A-3
Leqal Description of the Burdened Property
The easterly 25.00 feet of the Northerly 200.00 feet of Parcell,
Parcel map No. 15255.
59 of 84
SEP4 1990 ITEM 4.i
EXHIBIT B
SCHEDULE OF PERFORMANCE
Action
1. Execution of Agreement by Agency.
The Agency and City Council shall
hold a public hearing and author-
ize execution of the Agreement
and execute and deliver Agreement
to Developer.
2. Submission of Developer's Basic
Concept Plans and Drawings. The
Developer shall prepare and submit
to the Agency for approval the
Basic Concept Plans and Drawings
and related documents for
development of the Site.
3. Approval of Basic Concept Plans
and Drawings. The Agency shall
approve or disapprove the
Basic Concept Plans and Drawings.
4. Submission-Preliminary
Plans and Drawings, Land-.
scaping and Grading Plan.
Developer shall prepare and
submit to the Agency Prelim-
inary Plans and drawings,
outline specifications and
landscaping and grading plan
for improvements on the Site.
5. Approval-Preliminary
Plans and Drawings, Land-
scaping and Grading Plan.
Agency shall approve or
disapprove the Preliminary
Plans and drawings, outline
specifications and landscaping and
grading plan for the Site.
6. Deposit of Grant Deed and Dispo-
sition Price. Agency shall
deposit the Grant Deed into Escrow
and Developer shall deposit
Disposition Price into Escrow.
08/28/90
60 of 84 33n/2345/00
B-1
Date
Within 45 days after the
Developer signs this
Agreement and delivers
it to the Agency.
Within 90 days after
execution of Agreement
by Agency.
Within 50 days after
receipt by the Agency.
Within 30 days after
approval of Basic
Concept Plans.
Within 30 days after
receipt by the Agency.
Not earlier than ten (10)
days prior to the date
set for close of Escrow.
SEP 4 1990 ITeM 4.1
7. Receipt by Developer of
Approvals. The Developer shall
obtain all necessary building
permits and approvals for the
Developer's construction of
Developer Improvements (other
than auto showroom).
8. Opening of Escrow. Agency
and the Developer shall open
the Escrow for the Agency
Conveyance.
9. Satisfaction of All Conditions
to Close of Escrow. Developer
shall satisfy all conditions
to Close of Escrow for Agency
Conveyance.
10. Close of Escrow. Agency shall
convey title to the Developer
and Developer shall accept
conveyance of the Site.
11. Commencement of Developer
Improvements. Developer shall
commence construction of
improvements on the Site
(other than auto showroom).
12. Completion of Developer
Improvements. Developer
shall complete construction
of Developer Improvements
(other than auto showroom)
on the Site.
13. Dealership Opens. Developer
opens on the Site a Full-Service
Automobile Dealership.
61 of
08/28/90
B4 33n/2345/00
B-2
Prior to Close of Escrow,
and not later than
, 1990.
Within days after
execution of the Agree-
ment by the Agency and
within days after
receipt of building
permit and approvals for
Developer Improvements
(other than auto
showroom) .
Not later than
1990.
W{thin 15 days after
fulfillment of all
Conditions to Close of
Escrow set forth in the
Agreement, but in no
event later than
, 1990.
Within 30 days following
close of Escrow, and in no
event later than
1990.
Within 180 days follow-
ing commencement of
Developer's construction
of Developer Improvements
(other than auto show-
room) .
Within fifteen (15) days
following completion of
Developer Improvements
(other than auto show-
room) .
SEP 4
1990 ITEM
4./
14. Commencement of Construction
of Showroom. Developer
commences construction of
auto showroom on the Site.
In no event later than
, 1992 [2 years
after execution date
of this Agreement]
15. Completion of Showroom.
Developer completes and opens
auto showroom on the Site.
In no event later
than ,1993 [3
years after execution
date of this Agreement. ]
62 of
08/28/90
M13n/2345/00
84
B-3
SEP 4
1990 ITEM
4.1
EXHIBIT C
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO
AND MAIL TAX STATEMENTS TO:
)
)
)
)
Bruce A. Carey/Eileen L. Carey )
[Address] )
)
)
Space above this line for Recorder's use
GRANT DEED
For a valuable consideration receipt of which is hereby
acknowledged,
The Poway Redevelopment Agency, a public body, corporate
and politic, of the State of California, herein called
"Grantor" acting to carry out that certain Redevelopment Plan
(herein called "Redevelopment Plan") for the paguay
Redevelopment Project, herein called "Project", under the
Community Redevelopment Law of California, hereby grants to
Bruce A. Carey and Eileen L. Carey, a married couple, herein
collectively called "Grantee", the real property hereinafter
referred to as "Property," described in Exhibit A attached
hereto and incorporated herein, subject to the existing
easements, restrictions and covenants of record.
Section 1.
Uses
For 15 years from the date of recordation of this Deed, the
Property may only be used for the construction and operation of
a manufacturer-approved new and used automobile dealership and
service facilities and for uses incidental thereto, as further
authorized and permitted, and subject to the limitations of,
that certain Disposition and Development Agreement dated as of
1, 1990 between Grantor and Grantee (the "DDA") and the
Redevelopment Plan and the Specific Plan. Grantee covenants,
further, that (A) there shall be operated on the Property a
manufacturer-approved full service automobile dealership for
the sale of new and used automobiles and services in connection
therewith, for a period of at least fifteen years from the date
hereof, (B) he shall take no action which may cause the
Property to cease to be the point of sale of automobiles sold
by Grantee, with respect to payment of sales taxes, and (C) he
shall operate the Property and the uses thereon, in conformity
with all applicable federal, state and local laws.
08/28/90
9293n/2345/00
63 of 84
C-1
SEP 4 1990 ITEM 4. i
Section 2.
Obligation to Refrain From Discrimination
The Developer covenants by and for itself, and any
successors in interest, that there shall be no discrimination
against or segregation of any person, or group of persons, on
account of sex, race, color, religion, creed, marital status,
handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
Property, nor shall the Developer itself or any person claiming
under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees, or vendees of the Property.
Section 3.
Form of Nondiscrimination and Nonsegregation
Clauses
The Developer shall refrain from restricting the rental,
sale or lease of the Property on the basis of sex, race, color,
creed, religion, marital status, ancestry or national origin of
any person. All such deeds, leases or contracts shall contain
or be subject to substantially the following nondiscrimination
or nonsegregation clauses:
(A) In deeds: "The grantee herein covenants by and for
himself, his heirs, executors, administrators and
assigns, and all persons claiming under or through
them, that there shall be no discrimination against or
segregation of, any person or group of persons on
account of sex, race, color, creed, religion, marital
status, handicap, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy,
tenure or enjoyment of the land herein conveyed, nor
shall the grantee himself or any person claiming under
or through him, establish or permit any such practice
or practices of discrimination of segregation with
reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees
or vendees in the land herein conveyed. The foregoing
covenants shall run with the land."
(B) In leases: "The lessee herein covenants by and for
himself, his heirs, executors, administrators and
assigns, and all persons claiming under or through
him, and this lease is made and accepted upon and
subject to the following conditions:
That there shall be no discrimination against or
segregation of any person or group of persons on
account of sex, race, color, creed, national origin or
ancestry, in the leasing, subleasing, transferring,
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4.i
use, or enjoyment of the land herein leased nor shall
the lessee himself, or any person claiming under or
through him, establish or permit any such practice or
practices of discrimination or segregation with
reference to the selection, location, number, use or
occupancy, of tenants, lessees, sublessees, subtenants
or vendees in the land herein leased."
(C) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of
persons on account of sex, race, color, creed,
religion, marital status, handicap, national origin or
ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land, nor shall
the transferee himself or any person claiming under or
through him, establish or permit any such practice or
practices of discrimination or segregation with
reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees
or vendees of the land."
Section 4.
Effect and Duration of Covenants
Grantee, and any successor to Grantee, shall only be
responsible for and liable for the performance of the
provisions of Sections 1, 2, 3 and 13 during such period of
time as it shall be the owner of the Property.
Section 5.
Covenants for the Benefit of Grantor
All covenants set forth in Sections 1, 2, 3, 12 and 13 of
this Deed without regard to technical classification or
designation shall be binding for the benefit of the Grantor,
and such covenants shall run in favor of the Grantor for the
entire period during which such covenants shall be in force and
effect, without regard to whether the Grantor is or remains an
owner of any land or interest therein to which such covenants
relate. The Grantor, in the event of any breach of any such
covenants, shall have the right to exercise all the rights and
remedies and to maintain any actions at law or suits in equity
or other proper proceedings to enforce the curing of such
breach.
Section 6.
Grant and Reservation of Easements
Grantor hereby reserves to itself and its successors a
perpetual easement over and across a strip of land twenty-five
(25) feet in width, and one hundred twelve (112) feet long,
more particularly described on Exhibit B hereto as the
"Reserved Easement." Grantor hereby grants to Grantee a
perpetual easement over and across a strip of land twenty-five
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(25) feet in width, and one hundred twelve (112) feet long,
more particularly described in Parcel 2 on Exhibit A hereto and
referred to herein as the "Granted Easement." Grantor shall
cause the Granted Easement to be exclusively used only for
ingress and egress to and from the Property and the Burdened
Property. Grantee shall cause the Reserved Easement to be
exclusively used and reserved for ingress and egress to and
from the Property and the Burdened Property.
Section 7.
Maintenance of Easement
Grantee shall maintain any paving, improvements, and
landscaping located on the Reserved Easement, and Grantor shall
maintain any paving, improvements and landscaping located on
the Granted Easement. In the event either Grantor or Grantee
fails to perform its maintenance obligations under this
Section, the other party may perform those obligations at the
breaching party's expense, the breaching party being obligated
to reimburse for all expenses incurred to cure such breach
within ten (10) days of demand.
Section 8.
Covenants Run with Land
The covenants, conditions and restrictions contained in
Sections 6 and 7 of this Grant Deed shall be covenants running
with the Property and the Burdened Property and are for the
benefit of the Property and the Burdened Property and are
binding upon and inure to the benefit of Grantee and Grantor
and their respective successors and assigns in the Property and
the Burdened Property for the benefit of the Property and the
Burdened Property. Grantee and Grantor and their respective
successors and assigns in the Property and the Burdened
Property, respectively, shall only be bound by the terms,
covenants, conditions and restrictions set forth in Sections 6
and 7 of this Deed so long as they own any portion of the
Property or the Burdened Property.
Section 9.
Mortgage Protection
No violation or breach of the covenants, conditions,
restrictions, provisions or limitations contained in this Grant
Deed shall defeat or render invalid or in any way impair the
lien or charge of any mortgage or deed of trust, provided,
however, that any subsequent owner of the Property shall be
bound by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such owner's title was
acquired by foreclosure, deed in lieu of foreclosure, trustee's
sale or otherwise.
Section 10.
Amendments
Both Grantor, its successors and assigns, and Grantee and
the successors and assigns of Grantee in and to all or any part
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of the fee title to the Property shall have the right to
consent and agree to changes in, or to eliminate in whole or in
part, any of the covenants, easements or restrictions contained
in this Grant Deed without the consent of any tenant, lessee,
easement holder, licensee, mortgagee, trustee, beneficiary
under a deed of trust or any other person or entity having any
interest less than a fee in the Property. The covenants
contained in this Grant Deed, without regard to technical
classification shall not benefit or be enforceable by any owner
of any other real property. Any amendments to the
Redevelopment Plan which change the uses or development
permitted on the Property, or otherwise change any of the
restrictions or controls that apply to the Property, shall
require the written consent of Grantee or the successors and
assigns of Grantee in and to all or any part of the fee title
to the Property, but any such amendment shall not require the
consent of any tenant, lessee, easement holder, licensee,
mortgagee, trustee, beneficiary under a deed of trust or any
other person or entity having any interest less than a fee in
the Property.
Section 11.
No Forfeiture of Title
The covenants contained in this Grant Deed are not
conditions which might result in forfeiture of title.
Section 12.
Right to Re-purchase and Re-vest Title to
Property
Reference is made to those provisions of the DDA granting
to Grantor the right to re-purchase and re-vest title to the
Property in the Grantor, all of which provisions are
incorporated herein by reference.
Section 13.
Sales or Transfer of Property
Grantee covenants that he shall not make any sale,
transfer, conveyance or assignment of the Property or any part
thereof or any interest therein without the prior written
consent of Grantor, in accordance with the DDA.
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IN WITNESS WHEREOF, the Grantor and Grantee have caused
this instrument to be executed by the persons named below as of
this day of , 1990.
POWAY REDEVELOPMENT AGENCY
By:
Chairman
"AGENCY"
ATTEST:
By:
Secretary
BRUCE A. CAREY AND EILEEN L. CAREY
By:
Bruce A. Carey
By:
Eileen L. Carey
"DEVELOPER"
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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Parcell of Parcel Map No. 15255 in the City of Poway, County of
San Diego, State of California recorded in the office of the County
Recorder of San Diego County on June 6, 1990.
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EXHIBIT D
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
Bruce A. Carey/Eileen L. Carey )
[Address] )
)
)
Space above this line for
Recorders's use
MEMORANDUM OF OPTION TO REPURCHASE
This Memorandum of Option to Repurchase is entered into
this day of , 1990, between BRUCE A. CAREY and
EILEEN L. CAREY, a married couple ("Grantor"), and the POWAY
REDEVELOPMENT AGENCY, a redevelopment agency organized under
the laws of the State of California ("Grantee").
Grantor hereby grants to Grantee an option to purchase the
real property described on Exhibit "A" hereto pursuant to and
upon the terms set forth in that certain Disposition and
Development Agreement dated , 1990, entered into
between Grantee and Grantor. Said terms are more particularly
set forth in Section 5.06 of said Agreement. The option shall
terminate in accordance with the terms of Section 5.06 of said
Agreement, such termination to be confirmed of record by
recordation of a Certificate of Completion as provided for in
Section 3.06 of said Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into
this Memorandum of Option to Repurchase as of the date first
set forth above.
BRUCE A. CAREY
,
By:
EILEEN L. CAREY
By:
POWAY REDEVELOPMENT AGENCY
By:
Its:
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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Parcell of Parcel Map No. 15255 in the City of poway, County of
San Diego, State of California recorded in the office of the County
Recorder of San Diego County on June 6, 1990.
SEP 4 1990 ITEM 4.1
71 of 84
EXHIBIT E
SCOPE OF DEVELOPMENT
I. DEVELOPER IMPROVEMENTS
The Site shall be designed and developed as a
manufacturer-approved new automobile dealership for
Plymouth automobiles or such other make of automobiles as
may be selected by the Developer, so long as the
requirements of Section 2.03(D) and all other provisions of
this Agreement shall be applicable thereto (the
"Full-Service Automobile Dealership"). The Full-Service
Automobile Dealership shall be conducted initially, after
the close of Escrow, in an "auto lot" to be prepared and
developed by Developer upon the Site. The Developer shall
construct on the Site, commencing not later than two years
from the date of execution of the Disposition and
Development Agreement and to be completed not later than
three years from the date of execution thereof, an
automobile showroom, comprised of abuilding or building of
approximately 20,000 square feet, and other related
facilities for an automobile dealership franchised to sell
new automobiles, except auto body and painting facilities
which are expressly prohibited.
The Developer shall also acquire, construct and
install all public improvements required by the City to be
installed on the Site, including water, sewer and drainage
facilities and such off-site improvements as are required
by the City and necessitated by the development of the Site.
The Developer and its architect, engineer and
contractor shall work closely with the staff and planning
consultants of the Agency and the City to coordinate
design, parking, color, open space, landscaping, and other
details.
The Developer shall perform all final grading pursuant
to grading plans submitted to and approved by the Agency as
provided in the Agreement.
The Developer, at its sole expense, shall make any and
all street repairs for damage caused by Developer's
construction activities. These repairs shall be
constructed in accordance with the technical
specifications, standards and practices of the City.
All of the foregoing shall, collectively, constitute
the "Developer Improvements".
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II. BASIC CONCEPT PLANS AND DRAWINGS
The Basic Concept Plans and Drawings represent the
proposed general development program and are commensurate with
"schematic" drawings. The Basic Concept Plans and Drawings
shall be prepared and submitted for review during the time
provided in the Schedule of Performance.
The following constitutes Basic Concept Plans and
Drawings:
A. Site Plan (colored). Illustrates schematic components
of site development for each parcel, including building(s)
footprint, site improvements, landscaped areas (hardscape and
live plant materials), on-site pedestrian and vehicular access
and circulation associated with building(s) including parking
structure(s). A tabular summary of proposed gross and net
square footage, proposed use, open space, and parking space
allocation shall be included.
B. Building Elevations. Schematic illustrations of an
appropriate scale showing all sides of proposed building(s).
Proposed exterior design and general materials program should
be identified. Any alternate material being explored or range
of materials being studied, if applicable, should also be
identified.
C. Floor Plans. Schematic illustrations of an
appropriate scale which identify and describe ground floor and
typical floor spaces. Building entries, lobby, core area,
elevator access, and other user circulation or any proposed
extraordinary floor plan conditions should be identified.
D. Landscape Concept. A general landscape concept which
illustrates proposed location of landscape improvements,
including hardscape and live plant material. Proposed
pedestrian circulation, building access, and any seating space
or areas designated for other activities (exhibit space, etc.)
should also be shown.
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I I I. PRELIMINARY PLANS
Preliminary Plans represent a level of detail beyond
the Basic Concept Plans and Drawings, and are commensurate with
"Design Development" drawings. Preliminary Plans also
represent an intermediate level of review and approval prior to
the preparation of full Final Construction (Working) Drawings.
The Preliminary Plans are due at the times set forth
in the Schedule of Performance.
The following constitutes the Preliminary Plans:
A. Site Plan (colored). Full dimensioned plans which
identify all building setbacks, vehicular delivery areas,
parking spaces, access drives and on-site pedestrian amenities.
B. Building Elevations (colored). All sides of building
identified and described. Building design components including
all proposed exterior materials, finish types, and other
descriptive information.
C. Floor Plans. Full dimensioned plans which identifies
location and size of lobby area, building core (elevators, rest
rooms, equipment storage, stairways, etc.) and discrete floor
areas.
D. Roof Plan. Identifies full roof area at a scale
consistent with floor plans. The roof plan shall illustrate
roof area proposed for any equipment installation (i.e., AC
units, ducting, vents, etc.) and shall identify the method and
construction of the complete screening and coloring of roof
equipment and coverings.
E. Color and Materials Palette. Samples of proposed
materials (stone, glass, etc.) and colors for building
exterior, sample interior materials (flooring, wall coverings,
paint, elevator area details, etc.). Material and color
samples should be attached and properly labeled on an
appropriate board or backing for presentation, convenient
carry, transport and storage.
F. Landscape Plan - colored. Full-dimensioned, colored
plan which illustrates location, size, height, and type of all
proposed landscape materials (trees, shrubs, ground cover,
pavers, lighting, or other materials) with details illustrating
typical application.
G. Signage/Graphics. A comprehensive planned signage and
graphics program which identifies proposed building and site
signage, and directional graphics including proposed location,
size, materials, colors, and method of illumination, if
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applicable. The approved signagejgraphics program will be the
basis for future sign submittals/approvals in advance of
required City permits or other discretionary approvals.
H. Preliminary Grading Plan. A grading plan indicating
proposed site grading shall be included.
I. Preliminary Building Specifications and Finish
Schedule. Written description of building construction and
details including structural system, plumbing, HVAC, elevators,
and fire protection shall be submitted. A Finish Schedule
(produce specification summary) must be included which
identifies and describes all proposed construction detail
features and items. The Schedule will be a tabular description
to include quantity, price, and other data sufficient in detail
to analyze estimated project costs.
IV. FINAL CONSTRUCTION (WORKING) DRAWINGS
Final Construction (Working) Drawings, representing the
final plans and having all the elements of the Preliminary
Plans, are to be submitted for building permit plan check and
staff review by the time required in the Schedule of
Performance.
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EXHIBIT F
Recording Requested by )
and When Recorded Return to )
and Mail Tax Statements to: )
)
Bruce A. Carey/Eileen L. Carey )
[Address] )
)
)
Space above this line for
Recorders's use
CERTIFICATE OF COMPLETION FOR
CONSTRUCTION AND DEVELOPMENT
WHEREAS, by Grant Deed dated and
recorded on as No. of the official
records of the County Recorder of the County of San Diego,
California, the poway Redevelopment Agency, a public body,
corporate and politic, hereinafter referred to as "Agency",
conveyed to Bruce A. Carey and Eileen L. Carey, a married
couple, hereinafter collectively referred to as the "Developer"
certain real property situated in the City of Poway, California
described in Exhibit "A" attached hereto and made a part
hereof; and
WHEREAS, the Agency and Developer are also parties 'to that
certain Disposition and Development Agreement dated, for
reference purposes only, as of May 1, 1990, providing for the
acquisition and construction of certain improvements on the
Property, defined as the "Developer Improvements" therein; and
WHEREAS, as referenced in said Agreement, the Agency shall
furnish the Developer with a Certificate of Completion upon
completion of construction and development of the Developer
Improvements, which certificate shall be in such form as to
permit it to be recorded in the Recorder's Office of San Diego
County; and
WHEREAS, such certificate shall be conclusive determination
of satisfactory completion of the construction and developement
required by the Agreement on the Site; and
WHEREAS, the Agency has conclusively determined that the
construction and development on the above described real
property required by the Agreement on the Site has been
satisfactorily completed;
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NOW THEREFORE,
1. As provided in said Agreement, the Agency does hereby
certify that the construction and developement of the Developer
Improvements on the Site has been fully performed and
completed. Any requirements for operation pursuant to the
Agreement which is on file with the Agency as a public record
an incorporated herein by reference, shall remain enforceable
according to their terms.
2. Nothing contained in this instrument shall modify in
any other way any other provisions for said Grant Deed or any
executory provisions of the Agreement.
IN WITNESS WHEREOF, the Agency has executed this
certificate this day of , 19
POWAY REDEVELOPMENT AGENCY
By:
Executive Director
ATTEST:
By:
Secretary
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EXHIBIT A
LEGAL DESCRIPTION OF THE SITE
Parcell of Parcel Map No. 15255 in the City of Poway, County of
San Diego, state of California recorded in the office of the County
Recorder of San Diego County on June 6, 1990.
78 of 84
Sf:? 4 1990 ITEM 4.i
ATTACHMENT 3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY
APPROVING THE SALE BY POWAY REDEVELOPMENT AGENCY OF REAL
PROPERTY IN THE PAGUAY REDEVELOPMENT PROJECT A.~A,~~ING
FINDINGS OF ENVIRO~~NTAL IMPACT ~~ AUTHORIZING THE
EXECUTION OF A DISPOSITION A.~ DEVELOP~~NT AGREEMENT
wnEREAS, the poway Redevelopment Agency (hereinafter
referred to as the "Agency"), under the provisions of the
California Community Redevelopment Law, is engaged in
activities necessary far the execution of the Redevelopment
Plan for the Faguay Redevelopment Project Area (hereinafter
referred to as the "Project Area"); and
WHEREAS, in order to effectuate the orovisions of that
Redevelopment Plan, the Agency proposes to sell certain
property owned by the Agenoy within the Project Area _
(hereinafter referred to as the "Site"), generally described
and depicted on the attached "Site ~lap"; and
l,riEREAS, Bruce Carey and Eileen L. carey (hereinafter
referred to, collectively, as the "Developer") have submitted
to the Agency a written offer in the form of a Disposition and
Development Agreement (hereinafter referred to as the
"Agreement") to purchase the Site at a price less than the fair
value of the Site, for uses in accordance with the
Redevelopment ~lan; and
WHEREAS, the proposed Agreement contains all the
provisions, terms and conditions, includes all obligations
required by State and local law, and Developer possess'es the
qualifications and financial resources necessary to acquire and
insure development of the Site in accordance-with the purposes
and Objectives of the Redevelopment Plan for~the Project; and
WHEREAS, the Agency and the City Council of the city of
poway held a joint public hearing on the proposed sale of the
Site pursuant to published notice as required by law; and
WHEREAS, the Agency has duly considered all terms and
conditions of the Drooosed sale and believes that the
development of the-Site pursuant to the subject Agreement is in
the best interests of the City and the health, safety, morals
and welfare of its residents, and in accord with the public
purposes and provisions of applicable State and local law
requirements; and
79 of 84
S~D 4, '22C I....': ~.~ 4 I
.
NOW, THEREFORE, the city Council of the City of Poway does
hereby find, determine, order and resolve as follows:
Section 1. The recitals hereof are true and correct and
are incorporated herein by reference.
Section 2. The sale of the real property by the Poway
Redevelopment Agency to the Developer by the Agency as
described in the Agreement is hereby approved.
PASSED, AP~ROVED and ADOPTED this
day of
19
Hayor
ATTEST
City Clerk
0485U/2345.00
SEP 4 1990 iTEM 4. \
80 of 84
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ATTACHMENT 4
RESOLUTION NO.
A RESOLUTION OF THE POWAY REDEVELOPMENT AGENCY APPROVING
THE S.~E OF REAL PROPERTY IN THE PAGUAY REDEVELOPMENT
PROJECT ~_REA, ~~ING FINDINGS OF ENVIRO~ffiNTAL IMPACT ANlD
AUTHORIZING THE RXECUTION OF A DISPOSI1ION ~~ DEVELOPMENT
AGREEMENT
WrlEREAS, the poway Redevelopment Agency (hereinafter
referred to as the "Agency"), under the provisions of the
California Community Redevelopment Law, is engaged in
activities necessary for the execution of the Redevelopment
Plan for the Paguay Redevelopment Project Area (hereinafter
referred to as-the "Project Area"); and
~rnEREAS, in order to effectuate the provisions of that
Redevelopment Plan, the Agency proposes to sell certain
property owned by the Agency within the Project Area _
(hElreinafter referred to as the "Site"), generally described
and depicted on the attached "Site Hap"; and
WHEREAS, Sruce Carey and Eileen L. Carey (hereinafter
referred to, collectively, as the "Developer") have submitted
to the Agency a written offer in the form of a Disposition and
Development Agreement (hereinafter referred to as the
"Agreement") to purchase the Site at a price less than the fair
value of the Site, for uses in accordance with the
Redevelopment Plan; and
WHEREAS, the proposed Agreement contains all the
provisions, terms and conditions, includes all obligations
required by State and local law, and Developer possesses the
~a1ifications and financial resources necessary to acquire and
lnsure development of the Site in accordance with the purposes
and objectives of the Redevelopment Plan for the Project; and
h~EREAS, the Agency and the City Council of the City of
Poway held a joint pUblic hearing on the proposed sale of the
Site pursuant to the published notice required by law; and
hMEREAS, the Agency has duly considered all terms and
conditions of the proposed sale and believes that the
development of the Site pursuant to the subject Agreement is in
the best interests of the City and the health, safety, morals
and welfare of its residents, and in accord with the public
purposes and provisions of applicable State and local law
requirements; and
.......-,
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82 of 84
\~riEREAS, the Agency has received and considered the report
of Agency staff on the proposed development to be carried out
pursuant to said Agreement and the Negative Declaration on such
proposed development, and as a result of its consideration and
evidence presented at the hearing on the same matter, this
Agency has determined that said project will not have any
sianificant effect on the environment other than as identified
in "the Environmental Assessment (Initial Study) prepared for
the subject project;
NOW, THEREFORE, the poway Redevelopment Agency does hereby
find, determine, order and resolve as follows:
Section 1. The Enviro~~ental Determination (Negative
Declaration) pcepared for this project indicates that the
proposed development will not have a significant effect on the
environment, and such is hereby certified.
Section 2. The sale of the real property by the poway
Redevelopment Agency to the Developer as described in the_
~i6position and Development Agreement, and the form of said
Disposition and Development Agreement presented to this
meeting, are hereby approved.
Section 3. The Agency finds and determines that a sale of
the Site at less than fair market value is justified based upon
(i) the substantial nature of the proposed development;
(ii) the competitiveness in existing market conditions with
regard to automobile dealerships; (iii) the upgr~ding influence
the proposed development will have on the Project Area and the
~ommunity; and (iv) enhanced revenues expected to be deri~ed by
the Agency and the community from the proposed use of the Site.
Section 4. subject to the City Council approval, the
Chairman is hereby authorized to execute the Agreement and,
upon satisfaction of all conditions preceden~ set forth
therein. to take all steps and to execute and-deliver all
documents and instruments including, but not limited to, the
grant deed to oarry out the Agreement on behalf of the Agency.
PASSED, APPROVED and ADOPTED this
day of
19
Chairman
ATTEST:
secretary
A'85u/2345.00
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