Memorandum of Disposition and Development Agreement 2007-0625811
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1J . RECORDiNG REQUESTED BY,) SEP 25, 2007 4'34 PM
..((:/;" AND WHEN RECORDED MAIL TO: ) iJFFi[I,oL FIECOFI[': . . . .
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f^() PO, way Redevelopment Agency FEE'; ,', UO .
"Wr 13325ClVlcCenterDnve) PAGES: 6
, ' . Poway, California 92064 )
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Government Code Section 27383
MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT
, THIS MEMORANDUM OF D,ISPOSITI
("Memorandum") is made and, entered into as of , 2007, by and
between the POWAY REDIfNEl.Ol'.~ENT AGENCY a pUblic body, corporate and politi~' (the
"Agency"), and OCEAN PARK HOTELS - PWY, LLC, a CalifoinHi limited liabilitY company
("Developer"). Capitalized terms not defined herein shall have the meaning set forth in the DDA.
RECITALS
~, ~ The Agency .~nd the Developer, have executed a Disposition and Development
, Agreement, dated as ,of February 7, 2006, as amended by a Fi"rst ArnehdJnent to Disposition and
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._ . ',\ -"___J?evelopment Agreement, dated as of March 13,'2007 (as amended, the "DDN'), which pcovides for
. "_ ': ' the development of certain reaLpropeity located in the City of Poway, County of San Diego, State of
:'.~ ~ :California, more fully described ih 'Exhibit "A" attached hereto and incorporated herein by this
":.:: ": _ ,:reference {the "Site"). The Agreement is available for public inspection and,copying at theoffice.of
: :;-.::,:' ,. ~the City Clerk, Poway City Hall, 13325 Civic Center Drive, Poway, California.
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.:::.:-.:- t B. The DDA provides for'the Agency to convey the Site to the Developer, and the
r:';,": Developer to construct and operate ahot~l"thereon (the "Hotel Facility").
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Q'; , NOW, THEREFORE, for valual::ile consIderatIOn, the partIes agree as follows:
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" I Agency and Developer have entered into the DDA, all the terms of which are
. c'" :'" iricorporated herein by this referenc'e.and made a part hereof.
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"~~~ ~ 2., This MemorapdulTI shaII rul! with the laJ.14 and shall bind the respective successors
, ,'" '~-. . ,al1d asslgnsofthe partIes hereto'pursuanHo.the terms ofthe DDA.
), ":; '.' 3 This Memorahdum may be executed in counterparts and" when so executed, shaII
,'':'":~ constitute.a single agreement, enforceable in accordance.with its terms.
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''-;)>' ~,?". 4 This,Memorandum iinnadeand execu!ed solely for the purpose.ofrecording same in
~.~ i ',! the 6ffice of the public records of'San Diego County, California, and is subject in each and every
, respect to the tefll1s,oJthe DpA. This Memorandum shall not alter, rnodifyorvary the terms of the
DDA. Ih,theeve"nfOf'ariy conflict or inconsistency between the terms of the bDA and the terms of
this Memorandum, the terms of the DDAshaII control. .
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'DOCSOC/12147i8V3/022345~O,101 /I,rl "h."
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5' The ,covenants contained'in the DDA shall remain-in effect for the periods descnbed
therein, specifically ihcluding, without limitation, the following:
(a) The environmental covenants set forth m Sections 208.4, 208.5 and 208.6
shall remain in effect in perpetuity
(b) The covenants pertaining to use of the Site which are set forth in Section 401
shall remain in effect until the expiration of the land use controls ofthe Redevelopment Plan,
(c) The covenants' pertaining to operation of the Hotel Facility which:are,set forth
in Section 402 shall remain in effect for the time period set forth in Section 402.
(d) The covenants pertaining to maintenance, of the Site and all improvements
thereon, as set forth'in Section 403, shall remain in effect until the expiration of the land use controls
of the Redevelopment Plan.
(e) The covenants against discrimination, asset forth in Section 406, shall remain
in effect in perpetuity
(f) The indemnity obligations, as set forth in Section 307, shall remain in effe'ct
in perpetuity
Except as otherwise provided above, upon recordation of the Release of Construction
,Covenants, the provisions of ihe DDA imposing any obligaticins or restrictions on Developer ,shall
terminate and Developer shall have no further obligations then~under; except that the recordation of
'tl)e Release of Construction Covenants shall not tenninate any, obligations which arose prior to the
:recordation of the Release of Construction Covenants, or tenninate or otherwise modify any
obligations pursuant to other documents entered into pursuant to the DDA.
6. This Memorandum may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
instrument
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DOCSOC/t 214718v3/022345.01 0 1
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10046
IN WITNESS WHEREOF, the parties hereto have executed this "Memorandum as of the
datdirstabove written.
AGENCY:
POWAY REDEVELOPMENT AGENCY, a,public
body, corporate and politic
By' ~
Rod Gould, Executive Director
ATTEST
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- . ~Cy Secretary
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DEVELOPER:
OCEAN PARK HOTELS - PWY, LLC, a
California limited liability company
By' IN
James M. Flagg, Manager---""
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DOCSOC/1214718v31022345.01 0 1
, '. . . 10047
STATE OF CALIFORNIA )
.,~ )ss.
COUNTY OF 0--w .',' )
On ~ /0, ~o 7 , before me, L ,l) i tt.n e. S h e.C<...- , Notary Public,
I "'/) (Print Name:of'Notary Public) .
person(llly appeared r'I 0 d <6 0 '<.../ cL
~ personally known to me
-or-
o proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in h"is/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instn.!ment the person(s), or the entity
~' ~ .. ..:. lIP_olJ. b~h...alt o1-~h~ch ,the person(s) acted, executed the instrument.
_~_.. ~ com,,;~:, Ei~5~9437 J WITNESS my hand and official seal
.. Notary PublIc - Call/omla f ~ ~
' San DIego County -
. Mvcomm.ElIpImsNoV"25..mJ ~
. Slgnatu Of Notary
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the
documenJ and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGIIIER DESCRIPTION OF ATTACHED DOCUMENT
D Individual
D Corporate Officer
~~~fktJ(/IkI'~
Title(s) <l/.- ~c~
D Partner(s) D Limited
D General
D ~m~~~ .1
D -r:rustee(s) ~
D Guardian/Conservator Number Of Pages
D Other'
Signer is representing' (; ;;
Name'Of Person(s) Or Entity(ies) 8) 10 07
I 'Oafe Of Documents
Signer(s) Other Than Named Above
DOCSOC/1214718v3/022345-0 I 0 I
. . 10048
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STATE OF CALIFORNIA
COUNTY OF So.(\ l:::::>;e,gD
On Sept- . Q\ . {).OO7 , before me, Sherri e. D, Worrell , Notary Public,
(Print Name of Notary Public)
personally appeared :::rames M..'i="\~
D personally known to me
-Of-
g proved to me on the basis of satisfactory evidence to be the personvry whose name(t) dS)are
subscribed to the within instrument and acknowledged to me that@/gl,e/tkey executed the same
in ~er/tReir authorized capacity(iest,-and that by~ signatureEs)-on the instrument the
person(s}, or the entity upon behalf of which the person(s) acted, executed the instrument.
j~ -" ~;.o;.& . 'I WITNESS my hand and official seal.
Commlulon . 17637151 m~
j -rv PublIC . CaIIlomIa I ~J;
1 BanDletO Colll\ly
- _ - _ _ _~':'tlC~ 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 ofthis form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
[ij:. Individual
0 Corporate Officer
Title(s) Memo, Z>~ DiS&,...... "\)eo, ABml-
Title Or e Of Document
0 Partner(s) 0 Limited
0 General
0 Attorney.In-Fact ~
0 Trustee(s)
0 Guardian/Conservator Number Of Pages
0 Other:
Signer is representing: ~
Name Of Person(s) Or Entity(ies) IO,OOD7
Date Of Documents
Kod boule\.
Signer(s) Other Than Named Above
DOCSOC/t 214660v3/022345.0 I 01
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10049 .
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EXHIBIT 'A'
PARCEL A:
PARCEL 2 OF PARCEL MAP NO, 19954, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO,
STATE OF CAUFO~NIA, A~CORDING TO PARCEL MAP THEREOF FILED IN THE OFFICE OF
THE COUNTY RECORDER OF.sAN DIEGO COUNTY, MARCH 21, 2006, AS INSTRUMENT
NO, 2006-0192773 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 2 DESCRIBED AS FOLLOWS:
BEGINNING AT SOUTHWEST CORNER OF SAID PARCEL 2, THENCE ALONG WESTERLY
BOUNDARY OF SAID PARCEL 2, NORTH 01041'30" EAST, 109.79 FEET; THENCE NORTH
88018'30" WEs;r, 6;00 FEET; THENCE NORTH 01041'30" EAST 7i,09 FEET; THENCE
NORTH 88024'04"WEST 41.16 FEET; THENCE NORTH 01035!56" EAST 38,92 FEETi
THENCE SOUTH 88024'04" EAST 62,83 FEET; THENCE INTO A NONTANGENT CURVE OF
RADIUS 61.50 FEET WITH A CENTER AT A BEARING SOUTH 21052'41" WEST, A
D_ISTANCE OF 12;87 FEET,WITH.A DELTA OF 11059'12"; THENCE SOUTH 01035'56"
WEST 215,17 FEET; THENCE NORTH 88019'00" WEST 27.48 FEET TO POINT OF
BEGINNING.
TOGETHER WITH A PORTION OF PARCEL 1 OF SAID PARCEL MAP NO. 19954 DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 1, THENCE ALONG THE
EASTERLY BOUNDARY OF SAID PARCEL 1, SOUTH 01035'56" WEST 61,08 FEET; THENCE
NORTH 88024'04" WEST FOR 17,00 FEET; THENCE SOUTH 01035'56" WEST 102,92 FEET;
THENCE NORTH 88024'04" WEST 45.09 FEET; THENCE TO NORTHERLY BOUNDARY OF
SAID PARCEL 1, NORTH 01035'56" EAST 164,00 FEET; THENCE SOUTH 88024'04" EAST
62.09 FEET TO POINT OF BEGINNING.
SAID PROPERTY BEING DESCRIBED AS "PARCEL B" IN A ,CERTIFICATE OF COMPLIANCE
RECORDED DECEMBER 26, 2006 AS INSTRUMENT NO, 2006-0913338 OF OFFICIAL
RECORDS,
PARCEL B:
AN EAS.EMENT AND RIGHT OF WAY FOR ACCESS, INGRESS AND EGRESS AND UTILITY
PURPOSES QVER, UNDER ALONG AND ACROSS THAT PORTION OF PARCEL 1 OF SAID
PARCEL MAP NO. 19954 DELINEATED AND DESIGNATED AS "EASEMENT FOR ACCESS,
GENERAL UTILITY AND DRAINAGE PURPOSES FOR PARCEL 2 RESERVED HEREON",
NCS-228675'SD 1 of 1