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1999-0216931 - Agreement Affecting Real Property • FS.f ASE OMPLETE THIS INFORMAtDOC • 199 •)-0216931 • RECORDING REQUESTED BY: , `' 1X*Y REC)6Vao(AE AGE,JCY APR 01 1999 8 - .,8 AM OFFICIAL RECORDS AND WHEN RECORDED MAIL TO: SAN DIEGO COUNTY RECORDER'S OFFICE 3 9 4 6 GREGORY J. SNITN, CDR RECORDER 332 S C i c.Cense- U:U e. FEES: 0.00 • tP'O.JUi CA.1.fomrc(, C1Z0(o4 � • f � G�� ill 111111 111111111 LT'SUSEONLY 1 . 1999-0216931 • - =,C- •AGREEMENT A•FFECT046 REAL Q2oPEY2TY • (Please fill in document title(s) on the this line) • • • • • THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) - Rcc.Ferm#It25(7/3/97) - • • 397 • AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: • POWAY REDEVELOPMENT AGENCY • 13325 Civic Center Drive Poway, California 92064 Attention: Executive Director For -t-4,e benelP- oE--4-he.Raj-ec,(Ai This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. This AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY (this "Agreement") is entered into this - 26 day of March , 1999 by and between the POWAY REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency") (and the City of Poway shall be an intended third party beneficiary of this Agreement), and PARKWAY DEVELOPMENT Ill, a Delaware Limited Liability Company (the "Participant"), with reference to the following recitals which are deemed to be a substantive part hereof: A. The Participant is the fee owner of that certain real property in the City of Poway and legally described in the Legal Description which is attached hereto as Exhibit "A" and incorporated herein by this reference (the "Site"). B. The Site is within the Paguay Redevelopment Project in the City and is subject to the provisions of the Redevelopment Plan. C. The Agency and Participant have entered that certain Owner Participation Agreement dated as of March 26 , 1999 (the "OPA") concerning the development, use and operation of improvements upon the Site, which agreement is available for public inspection at the • Agency's offices located at 13325 Civic Center Drive, Poway, California 92064. D. Participant has agreed with Agency to execute and record this Agreement in order to bind itself and future owners of the Site to certain obligations regarding the on-going use, operation and maintenance of the Site and certain other covenants, all as more particularly set forth herein. E. The enforcement of the covenants and requirements set forth herein will ensure the proper implementation of the Paguay Redevelopment Plan and will, therefore, benefit the Participant, the City of Poway, the Agency and the properties located within the Paguay Redevelopment Project. 643866.1@2345.0070 03/09/99 (Page 1 of II) Lw • ® 3948 • F. Capitalized terms shall have the respective meanings set forth in the OPA unless the context in which they are used clearly requires otherwise. Section 1. Purpose of Agreement. The purpose of this Agreement is to set forth the general use and operations covenants, maintenance standards and obligations of Participant in their use, operation and maintenance of the improvements on and within the Site. Section 2. Construction Covenants. The Participant shall construct the Improvements in accordance with the OPA, Entitlements, the City Municipal Code and the plans, drawings and • documents submitted by the Participant and approved by the Agency as set forth in the OPA. Section 3. Use and Operations Covenants. 3.1 Use in Accordance with Redevelopment Plan. The Participant covenants and agrees for itself, its successors, assigns, and every successor in interest to the Site or any part thereof, that upon the Closing and during construction, operation, and thereafter, and ending upon the expiration of the Redevelopment Plan, as applicable to the Site, the Participant shall devote the Site to the uses specified in the Redevelopment Plan and this Agreement for the periods of time specified therein. All uses conducted on the Site, including, without limitation, all activities undertaken by the Participant pursuant to the OPA and this Agreement, shall conform to the Redevelopment Plan and all applicable provisions of the City Municipal Code. 3.2 Covenant to Pay Taxes and Assessments. The Participant shall pay prior to delinquency all ad valorem real estate taxes, special taxes, assessments and special assessments on the Site, subject to the Participant's right to contest in good faith any such taxes. The Participant 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. 3.3 Covenant re Assessed Valuation of the Project. The Participant shall perform the construction of the Improvements in such a manner that the initial reassessed value of the Site, together with the improvements and equipment located thereon, is not less than not less than the assessed value for fiscal year 1999-2000. For a ten (10)year period beginning upon the first assessment of the Site after the completion of the construction of the Improvements, the Participant shall not take any action (or direct any other person to take any action) to decrease the property tax assessment of the Site below the initially assessed sum. 3.4 Maintenance Covenants. The Participant shall maintain the Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with the terms of the Redevelopment Plan and with all applicable provisions of the City of Poway Municipal Code. Participant shall maintain in accordance with the "Maintenance Standards," as hereinafter defined, the Improvements and landscaping on the Site. Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Site and any and all other Improvements on the Site. To accomplish the maintenance, Participant shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. 643866.1\22345.0070 03/09/99 (Page 2 of I I) • • 3949• • • The following Maintenance Standards shall be complied with by Participant and its maintenance staff, contractors or subcontractors: a. The Improvements shall be maintained in conformance and in compliance with reasonable commercial development maintenance standards for projects of a similar type in San Diego County, including but not limited to: painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. The Improvements shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable facilities located within San Diego County, California. b. Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all • planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees. c. Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. Agency agrees to notify Participant in writing if the condition of the • Improvements do not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Participant to cure the deficiencies. Upon notification of any maintenance deficiency, Participant shall have thirty(30) days within which to correct, remedy or cure the deficiency. If the written notification states the problem is urgent relating to the public health and safety of the City or the Agency, then Participant shall have forty-eight (48) hours to rectify the problem. In the event Participant does not maintain the Improvements in the manner set forth herein and in accordance with the Maintenance Standards, Agency shall have, in addition to any other rights and remedies hereunder and under the OPA, the right to maintain such Improvements, or to contract for the correction of such deficiencies, after written notice to Participant, and the Participant shall be responsible for the payment of all such costs incurred by the Agency. 3.5 Nondiscrimination Covenants. The Participant 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Participant itself or any person claiming under or through Participant 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. The Participant shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All 643866.1122345.0070 03(00/99 (Page 3 of I I) ® 3950 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 or herself, his or her 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, 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 in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, 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 race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, • subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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 premises herein leased." c. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, 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 premises." 3.6 Effect of Violation of the Terms and Provisions of this Agreement After, Completion of Construction. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of 643866.1122345.0070 03/09/99 (Page 4 of I I) ® 3951 • • this Agreement and covenants may be entitled. The covenants contained in this Agreement shall remain in effect as follows: a. The covenants pertaining to use and operation of the Site which are set forth in Section 3.1 shall remain in effect until the expiration of the Redevelopment Plan, as applicable to the Site. b. The covenants pertaining to the payment of ad valorem taxes on the Site which are set forth in Section 3.2 shall remain in effect for a ten (10)year period beginning upon the first assessment of the Site after the completion of the construction of the Improvements. c. The covenants pertaining to the assessed valuation of the Site which are set forth in Section 3.3 shall remain in effect for the term of the Redevelopment Plan. d. The covenants pertaining to maintenance of the Site and all improvements thereon, as set forth in Section 3.4 shall remain in effect until the termination date of the Redevelopment Plan. e. The covenants against discrimination, as set forth in Section 3.5, shall remain in effect in perpetuity. Section 4. Compliance with Law. Participant shall comply with all local, state and federal laws relating to the uses of or condition of the Site. Local laws for the purposes of this section shall include only those ordinances which are nondiscriminatory in nature and applicable to the public welfare, health, safety and aesthetics. If any new local laws relating to uses of or condition of the improvements create a condition or situation that constitutes a lawful nonconforming use as defined by local ordinance with respect to the Site or any portion thereof, then so long as the lawful nonconforming use status remains in effect (i.e., until such lawful status is properly terminated by amortization as provided for in the new local law or otherwise), Participant shall be entitled to enjoy the benefits of such lawful nonconforming use pursuant to the lawful nonconforming uses ordinance. Section 5. Covenants Run with the Land. The Improvements and the maintenance thereof touch and concern the Site and inure to the benefit of any and all present or successive owners of the Site. Therefore, whenever the word "Participant" is used herein, it shall include the owner as of date of execution of this Agreement, and any and all successive owners or assigns of the Site, and the provisions hereof are expressly binding upon all such successive owners or assigms, and the parties agree all such provisions shall run with the land. Agency or City shall cause a fully executed copy of this Agreement to be recorded in the Office of the San Diego County Recorder. Notwithstanding the foregoing, in the event Participant or its successors or assigns, shall convey their fee interest in all or any portion of the Site, the conveying owner shall be free from and after the date of recording such conveyance of all liabilities, respecting the performance of the restrictions, covenants or conditions contained in this Agreement thereafter to be performed with respect to the Site, or any part thereof, it being intended that the restrictions, covenants and conditions shall be binding upon the record owners of the Site only during such time as they own the same, provided that the conveying owner shall remain liable for any actions prior to the date of the conveyance. The requirements of this Agreement shall terminate upon the date of expiration of the effectiveness of the Poway Community Redevelopment Plan, as applicable to the Site. 643866.1\22345.0070 03/09/99 (Page 5 of I I) • ® 3952 Section 6. Indemnification. Participant agrees to protect, defend, indemnify and hold harmless City and Agency and their elective and appointive boards, officers, employees, agents, representatives and volunteers from any and all claims, liabilities, expenses or damages of any nature, including reasonable attorneys' fees, (a) for injury to, or death of, any person, and for injury to any property, including consequential damages of any nature resulting therefrom, arising out of or in any way connected with the performance of this Agreement by Participant or their agents, servants, employees or contractors, but not from (i) the sole negligence or intentional acts of the City or Agency, or their agents, servants, employees or contractors in connection with supervision or direction of the work, or(ii)third parties unrelated to Participant or their agents, servants, employees or contractors, but not by the City or Agency or their respective agents, servants, employees or contractors and (b)from • violation of any statute, law regulation or other legal requirement concerning a safe place for employment of workers by Participant or their agents, servants, employees or contractors, but not by (i) the City or the Agency or their respective agents, servants, employees or contractors or(ii) third parties unrelated to Participant or its agents, servants, employees or contractors. Participant shall comply with all of the provisions of the Workers' Compensation Insurance and Safety in Employment laws of the State of California, including the applicable provisions of Divisions 4 and 5 of the California Labor Code and all amendments thereto, and all similar state, federal or local laws applicable; and shall indemnify and hold harmless City and Agency from and against all claims, liabilities, expenses, damages, suits, actions, proceedings and judgments of every nature and description, including reasonable attorneys' fees, presented, brought or recovered against City or Agency, for or on account of any liability under any of said laws which may be incurred by reason of work performed under this Agreement by Participant or their agents, servants, employees, contractors, but not by the sole acts of City and/or the Agency or if available, their respective agents, servants, employees or contractors. • City and Agency do not, and shall not, waive any rights against Participant which they may have by reason of the aforesaid hold harmless agreements because of the acceptance by Agency or City or the deposit with the Agency or City by Participant of any insurance policies or certificate of • insurance purporting to indemnify for the aforesaid losses. The aforesaid hold harmless agreements by Participant shall apply to all liabilities, claims, expenses and damages of every kind, including but not limited to reasonable attorney fees, suffered or alleged to have been suffered, by reason of the aforesaid operations by Participant or any of their agents, servants, employees or contractors, regardless of whether or not such insurance policies are applicable. Similarly, the Agency shall protect, defend, indemnify, and hold harmless Participant, its successors and assigns, and/or if available, its respective boards, officers, agents and employees from any and all claims, liabilities, expenses or damages of any nature, including reasonable attorneys' fees, (a) for injury to, or death of, any person, and for injury to any property, including consequential damages of any nature resulting therefrom, arising out of or in any way connected with the acts or inactions taken by the Agency pursuant to the terms of this Agreement, but not the negligence or intentional acts of Participant, or its agents, servants, employees or contractors; and (b) from violation of any statute, law, regulation, or other legal requirement concerning a safe place for employment of workers by the Agency, or their respective agents, servants, employees or contractors but not by(i) Participant or its agents, servants, employees or contractors or(ii) third parties unrelated to the Agency or their respective agents, servants, employees or contractors. 643866.1\22345.0070 03/09/99 (Page 6 of I I) 3953 The Agency shall comply with all the provisions of the Workers' Compensation Insurance and Safety and Employment Laws of the State of California, including the applicable provisions of Divisions 4 and 5 of the California Labor Code an all amendments thereto, and all similar state, federal or local laws applicable; and shall indemnify and hold harmless Participant and its successors and assigns, from and against any and all claims, liabilities, expenses, damages, suits, actions, proceedings and judgments of every nature and description, including reasonable attorneys' fees, presented, brought or recovered against Participant or its successors and assigns, for or on account of any liability under any of said laws which may be incurred by reason of any work performed under this Agreement by Agency, or its agents, servants, employees or contractors, but not by (i)Participant or its agents, servants, employees or contractors or(ii) third parties unrelated to the City or Agency or their respective agents, servants, employees or contractors. Participant or its successors or assigns do not, and shall not, waive any rights against the City and/or the Agency which it (they) may have by reason of the aforesaid hold harmless agreement because of any insurance policies or certificates of insurance purporting to indemnify for the aforesaid losses. The aforesaid hold harmless agreement by the Agency shall apply to all liabilities, claims, expenses and damages of every kind, including, but not limited to, reasonable attorney's fees, suffered or alleged to have been suffered, by reason of the aforesaid operations by the Agency, or its agents, servants, employees or contractors, regardless of whether or not such insurance policies are applicable. Section 7. Workers' Compensation Insurance Requirements. Participant shall obtain and maintain during the life of this Agreement workers' compensation insurance and if any work is sublet by Participant, then Participant shall require the subcontractor similarly to provide workers' compensation insurance. Participant agrees to indemnify City and Agency for any damages resulting to them from failure of either Participant or any subcontractor to obtain or maintain such insurance. Section 8. Condition of the Site. 8.1 Hazardous Materials. Participant shall not cause or permit the presence, use generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Site in violation of applicable Environmental Law. 8.2 Indemnity. Participant agree to and hereby do indemnify, defend and hold Agency and the City and their respective officers, employees and agents harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees) (hereinafter collectively the "Claims"), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any such materials to or from, the Site in violation of applicable Environmental Law before and after the Conveyance, whether discovered before or after the Conveyance or(ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit,judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Site before and after the Conveyance, whether discovered before or after the Conveyance. This indemnity shall include, without limitation, any Claims for personal injury including sickness, disease or death, tangible or intangible property damage, compensation or lost 643866.1\22345.0070 03/09/99 (Page 7 of I I) 3954 • • wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment. This indemnity shall not include any Claims resulting from, arising out of, or based upon the activities of Agency, City, or any of their officers, employees, or agents. Section 9. Bodily Injury and Damage Insurance Requirements. The Participant shall defend, assume all responsibility for and hold the Agency and the City and their officers, employees, agents, representatives and volunteers 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 the Participant's activities under this Agreement, whether such activities or performance thereof be by the Participant or anyone directly or indirectly employed or contracted with by the Participant and whether such damage shall accrue or be discovered before or after termination of this Agreement. Section 10. Waiver. Failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The aggrieved party shall give written notice of the default to the party in default as set forth in Section 13 hereof. The defaulting party must within a reasonable time commence to cure, correct, or remedy such default, and shall complete such cure, correction or remedy with reasonable and due diligence, and during such period or curing shall not be in default. The waiver by one party of the performance of any covenant, condition, or promise shall.not invalidate this Agreement nor shall it be considered a waiver by such party of any_other covenant, condition or promise hereunder. The exercise of any remedy shall not preclude the exercise of other remedies City, Agency, or Participant may have at law or at equity. Section 11. Modification. This Agreement may be modified only by subsequent mutual written agreement executed by Participant and the Agency. Section 12. Attorneys' Fees. In the event of litigation arising out of any breach of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees. Section 13. Representatives of the Parties and Service of Notices. The representatives of the respective parties who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows: Agency: Poway Redevelopment Agency 13325 Civic Center Drive Poway, California 92064 Attention: Executive Director Participant: McMillin Companies, LLC 2727 Hoover Avenue National City, California 91950 Attention: Michael K. Binkle Formal notices, demands and communications to be given hereunder by any party shall be made in writing and may be effected by personal delivery, telecopy, overnight delivery service or by 643866.122345.0070 03/09/99 (Page 8 of 1 I) • • 3955 • registered or certified mail, postage prepaid, return receipt requested. Any written notice, demand or communication is effective upon receipt. If the name of the person designated to receive the notices, demands or communications or the address is changed, written notice shall be given, in accord with this section, within five (5) working days of such change. Section 14. Remedies. The Agency, in an event of any breach of any of the covenants contained herein, 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 the breach. Section 15. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. Section 16. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement. Section 17. Priority. This Agreement shall be a lien against the Site prior and superior to the lien of the Primary Construction Loan and any permanent financing, if any, and this Agreement • shall not be subordinated. Section 18. Agreement Binding Upon Successors. This Agreement and the terms, conditions, covenants and agreements set forth herein, shall apply to Participant and the successors and assigns of the Participant as follows: 18.1 Third Party Purchasers. The terms, conditions, covenants and agreements contained in sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 4, 5 and 8 shall apply to and bind the Participant and its heirs, successors, executors, administrators, assigns and grantees of Participant with respect to the Site and of Agency permitted under section 603.2e of the OPA only with respect to that portion of the Site owned by Participant or such heir, successor, executor, administrator, assign or grantee of Participant. The terms, conditions, covenants and agreements set forth in sections 6, 7 and 9 shall apply to and bind the Participant or its heirs, successors, executors, administrators, assigns and grantees permitted under section 603.2e of the OPA only with respect to activities of the Participant or its heirs, successors, executors, administrators, assigns and grantees, and the respective agents, employees and invitees thereof, occurring on the portion of the Site owned by Participant or such heir, successor, executor, administrator, assign or grantee, respectively. 18.2 Agreement Binding on Successors. The obligation of Participant set forth in section 2 of this Agreement shall be and remain the sole responsibility of Participant or any assignee of all or substantially all of Participant's interest in the OPA. 643866.1122345.0070 03/09/99 (Page 9 of II) 41) • 3956 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above. AGENCY: POWAY REDEVELOPMENT AGENCY, a public body, corporate and politic Dated: 3 ) 2(0 1999B•:`6114 t1 It i(,valJe Executive Director (\'ATTEST: (� i f A.\4 2-- CIR Agency Secretary APPROVED AS TO I RM: at ' Stradling, Yocca, Carlson : •auth Agency Special Counse PARTICIPANT: PARKWAY DEVELOPMENT III, LLC, a Delaware Limited Liability Company By: • McMILLIN COMPANIES, LLC, a Delaware Limited Liability Company, Its Manag ing Member Dated: Nth/ Zr 1999 By: 4144. �(� Name: telitliosi /4 J31.dvJF its: M 1t. -'L Nit 36 , 1999 By: Name: C2OC p 46u.N its: S V O 643866.1\22345.0070 03/09)99 (Page 10 of I I) • 3957 • • • Dated: LN l,GL4ZC/I-- u 1999 By: HILLWOOD WEST, L.P., a Texas limited partnership By: Hillwood Operating L.P., a Texas limited partnership Its General Partner By: Hillwood Development Corporation, a Texas corporation Its General Partner By: Name: lts: 5lr l° 643866.1122345.0070 03/09/99 (Page I I of I I) • 3958 • • STATE OF CALIFORNIA ) ) ss. COUNTY OF San Diego ) On March 25, 1999 , before me, Sherrie D. Worrell , Notary Public, (Print Name of Notary Public) personally appeared Elton Rex Brown III , Michael Kevin Binkle, Lawrence Mason Cummings tome -or- (n proved to me on the basis of satisfactory evidence to be the persona whose name@ is/©subscribed to the within instrument and acknowledged to me that hedh79j executed the same in-hisAten9hu? authorized capacity(e3., and that by his/hers r signature()on the instrument the persotn), or the entity upon behalf of which the persore acted, executed the instrument. SHERRIE D.WORRELL WITNESS my hand and official seal. COMM.r►10521)S i !!cE otary P$7411b. — a SAN DIEGO 999-I �IJWAllC1�J Signature Of Notary OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT o Individual ❑ Corporate Officer , Title(a) Title Or Type Of Document ❑ Partner(s) 0 Limited 0 General ❑ Attorney-In-Fact CI Trustee(s). Number Of Pages ❑ Guardian/Conservator o Other: • Signer is representing: Date Of Document Name Of Penon(a)Or Entity(ia) Signer(s)Other Than Named Above 643866.1\22345.0070 03/10/99 • • 3959 • EXHIBIT "A" LEGAL DESCRIPTION This site consists of Lots 1, 8 and 9 of City of Poway Tentative Map 98-05, as approved by Poway City Council Resolution No. P 99-16, dated February 23, 1999. 643866.1\22345.0070 03/09/99 EXHIBIT A